7,000,000 Shares SCORPIO TANKERS INC. Common Stock ($0.01 par value per share) UNDERWRITING AGREEMENTUnderwriting Agreement • December 5th, 2011 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • New York
Scorpio Tankers Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) for whom Morgan Stanley & Co. LLC (“Morgan Stanley”) is acting as manager (the “Manager”), 7,000,000 shares of its common stock, par value $0.01 per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 1,050,000 shares of its common stock, par value $0.01 per share (the “Additional Shares”) if and to the extent that you, as the Manager of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, par value $0.01 per share of the Company to be outstan
SCORPIO TANKERS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 29th, 2020 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • New York
STI FONTVIEILLE SHIPPING COMPANY LIMITED STI VILLE SHIPPING COMPANY LIMITEDLoan Agreement • March 16th, 2017 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight
SCORPIO TANKERS INC. AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of May 14, 2018 3.00% Convertible Senior Notes due 2022Indenture • May 16th, 2018 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • New York
INDENTURE dated as of May 14, 2018 between SCORPIO TANKERS INC., a Marshall Islands corporation, as issuer (the "Company," as more fully set forth in Section 1.01) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a corporation organized and existing under the laws of the State of New York, as trustee (the "Trustee," as more fully set forth in Section 1.01).
SCORPIO TANKERS INC. UP TO $100,000,000 OF COMMON SHARES (par value $0.01 per share) AT-THE-MARKET SALES AGREEMENTAt-the-Market Sales Agreement • November 8th, 2019 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • New York
Scorpio Tankers Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands (the "Company"), confirms its agreement (this "Agreement") with BTIG, LLC ("BTIG" and, together with the Company, the "Parties"), as follows:
36,144,578 Shares SCORPIO TANKERS INC. Common Stock ($0.01 par value per share) PLACEMENT AGENCY AGREEMENT May 8, 2013Placement Agency Agreement • May 13th, 2013 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • New York
FACILITY AGREEMENTFacility Agreement • March 16th, 2017 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • New York
Date: as of February 28, 2014 THE COMPANIES listed in Schedule 8 as Joint and Several Borrowers SCORPIO TANKERS INC. as Guarantor THE EXPORT-IMPORT BANK OF KOREA, THE BANKS AND FINANCIAL INSTITUTIONS, LISTED IN PART B OF SCHEDULE 1 and SEVEN AND SEVEN...Loan Agreement • March 31st, 2014 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • New York
ContractIndenture • March 31st, 2015 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • New York
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • May 13th, 2013 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • New York
Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
ContractSecured Loan Agreement • March 18th, 2016 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight
$34,500,000 Secured Loan Agreement Dated 18 December 2015 (1) STI Memphis Shipping Company Limited (as Borrowers) (2) Scorpio Tankers Inc. (as Guarantor)(3) The Financial Institutions listed in Schedule 1 (as Original Lenders)(4) BNP Paribas(as Arranger)(5) BNP Paribas (as Agent)(6) BNP Paribas, New York Branch(as Swap Provider)(7) BNP Paribas (as Security Agent)
ContractIndenture • March 31st, 2021 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • New York
SCORPIO TANKERS INC. AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of March 25, 2021 3.00% Convertible Senior Notes due 2025
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • March 18th, 2010 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • England
THIS ADMINISTRATIVE SERVICES AGREEMENT (as the same may be amended or modified from time to time, this “Agreement”) is dated as of , 2010 and is by and between Scorpio Tankers Inc., a Marshall Islands corporation (the “Company”), and Liberty Holding Company Ltd., a Marshall Islands corporation (“Liberty” or the “Administrator”).
Date: as of May 3, 2011 SCORPIO TANKERS INC. as Borrower STI CORAL SHIPPING COMPANY LIMITED and STI DIAMOND SHIPPING COMPANY LIMITED as Joint and Several Guarantors THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders THE BANKS AND...Loan Agreement • March 23rd, 2012 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 12th, 2018 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • New York
This Registration Rights Agreement (this "Agreement") is made and entered into effective as of October 9, 2018, by and among Scorpio Tankers Inc., a Marshall Islands corporation (the "Company"), and Scorpio Bulkers Inc., a Marshall Islands corporation ("SALT"), and Scorpio Services Holding Limited, a Marshall Islands corporation ("SSH" and together with SALT, each an "Investor" and together, the "Investors").
ContractSupplemental Indenture • March 31st, 2017 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • New York
ContractStandard Ship Management Agreement • March 18th, 2010 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • London
This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.
162,162,163 Shares SCORPIO TANKERS INC. Common Stock ($0.01 par value per share) UNDERWRITING AGREEMENTUnderwriting Agreement • October 12th, 2018 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • New York
Dated: as of December 30, 2011 STI SPIRIT SHIPPING COMPANY LIMITED as Borrower SCORPIO TANKERS INC. as Guarantor DVB BANK SE as Lender – and – DVB BANK SE as Arranger, Agent and as Security Trustee FIRST AMENDATORY AGREEMENT Amending and Supplementing...Loan Agreement • March 23rd, 2012 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • New York
WHEREAS, the Borrower, the Guarantor, the Lender, the Agent, the Security Trustee and the Arranger are parties to a Loan Agreement dated as of March 9, 2011 (as amended by a Letter Agreement dated September 28, 2011, the “Loan Agreement”).
ORIGINALTime Charter Party • March 18th, 2010 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • London
MASTER AGREEMENTMaster Agreement • March 29th, 2013 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • London
NOW THEREFORE in consideration of the payment of $1 by each Party to the other, the receipt and sufficiency of which is acknowledged by each IT IS AGREED as follows:
ContractStandard Ship Management Agreement • March 18th, 2010 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • London
This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.
FORM OFShip Management Agreement • March 10th, 2010 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • New York
This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.
SCORPIO TANKERS INC. Note Distribution AgreementNote Distribution Agreement • January 12th, 2021 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • New York
ContractProfessional Services • March 22nd, 2024 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • London
This professional services agreement (this “Agreement”) is effective as of the 1st day of January 2024 (the “Effective Date”), by and between SCORPIO TANKERS INC. on behalf of its existing and future wholly owned subsidiaries (each an “SPV”), listed in Exhibit B, as the same may be amended from time to time (“STNG”) with registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro Islands, MH96960 (the “Customer”) and GEOSERVE ENERGY TRANSPORT DMCC with its registered office located at 2502, Uptown Tower, Uptown, Dubai, the United Arab Emirates (the “Service Provider”). Each of the Customer and the Service Provider shall individually be referred to as a “Party” and collectively the “Parties”.
To: DVB Bank SE, as Agent and Security TrusteeLoan Agreement • March 23rd, 2012 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight
We refer to the Loan Agreement dated as of March 9, 2011 (the “Loan Agreement”) among (i) STI Spirit Shipping Company Limited, a Marshall Islands corporation, as borrower (the “Borrower”), (ii) Scorpio Tankers Inc., a Marshall Islands corporation, as guarantor (the “Guarantor”), (iii) the banks and financial institutions named in Schedule 1 to the Loan Agreement as Lenders and (iv) DVB Bank SE as Agent (in such capacity, the “Agent”) and Security Trustee (in such capacity, the “Security Trustee”) and as Arranger. Words and expressions defined in the Loan Agreement shall have the same meaning when used herein except as expressly provided in this Letter.
Dated: as of June 27, 2011 SCORPIO TANKERS INC. as Borrower STI CORAL SHIPPING COMPANY LIMITED and STI DIAMOND SHIPPING COMPANY LIMITED as Joint and Several Guarantors NORDEA BANK FINLAND PLC, NEW YORK BRANCH, DNB NOR BANK ASA and ABN AMRO BANK N.V....Loan Agreement • March 23rd, 2012 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • New York
WHEREAS, the Borrower, the Guarantors, the Lenders, the Swap Banks, the Agent, the Security Trustee and the Lead Arrangers are parties to a Loan Agreement dated as of May 3, 2011 (the “Loan Agreement”).
ContractStandard Ship Management Agreement • March 18th, 2010 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • London
This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.
THIS DEED OF AMENDMENT (THE “DEED OF AMENDMENT”) AMENDS THE MASTER AGREEMENT WITH AN EFFECTIVE DATE AS OF 29 SEPTEMBER 2016 AS AMENDED BY AN AMENDMENT DATED AS OF 1 JANUARY 2018 (THE “MASTER AGREEMENT”)Master Agreement • March 22nd, 2024 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight
(1)SCORPIO TANKERS INC., a company incorporated under the laws of the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (“STNG”) on its own account and as agent for and on behalf of each of its existing wholly owned subsidiaries (as set out in Schedule 1) (the “SPVs”) and certain of its future wholly-owned subsidiaries (the “Future SPVs”) (the SPVs and Future SPVs jointly referred to as the “STNG SPVs”);
AGREEMENT AND PLAN OF MERGER, dated as of May 23, 2017, among Scorpio Tankers Inc., STI Merger Subsidiary Company Limited, and Navig8 Product Tankers Inc.Merger Agreement • May 23rd, 2017 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • New York
AGREEMENT AND PLAN OF MERGER, dated as of May 23, 2017 (this “Agreement”), among Scorpio Tankers Inc., a corporation organized under the laws of the Republic of the Marshall Islands (“Parent”), STI Merger Subsidiary Company Limited, a corporation organized under the laws of the Republic of the Marshall Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and Navig8 Product Tankers Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”).
Date 30 June 2016 SCORPIO TANKERS INC. as Guarantor – and – NIBC BANK N.V. as Security TrusteeGuarantee • March 16th, 2017 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight
AMENDMENT NO. 2 TO LOAN AGREEMENTLoan Agreement • March 16th, 2017 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • New York
THIS AMENDMENT NO. 2 TO LOAN AGREEMENT, dated as of June 01 , 2016 (this “Amendment”), is made by and among the companies listed in Schedule 8 to the Loan Agreement (as defined below), as joint and several borrowers (the “Borrowers”), Scorpio Tankers Inc., as guarantor (the “Guarantor”), DNB Bank ASA, New York Branch, as administrative agent (in such capacity, the “Agent”) and DNB Bank ASA, New York Branch as security trustee (in such capacity, the “Security Trustee”). Unless otherwise defined herein, all capitalized terms used herein and defined in the Loan Agreement referred to below are used herein as therein defined.
SECOND AMENDMENT AGREEMENTSecond Amendment Agreement • March 18th, 2016 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • London
THIS DEED OF AMENDMENT AND RESTATEMENT (THE “DEED OF AMENDMENT AND RESTATEMENT”) AMENDS AND RESTATES THE MASTER AGREEMENT DATED 24 JANUARY 2013 AS AMENDED BY ADDENDUM NUMBER ONE EFFECTIVE 1 JUNE 2013, AS AMENDED AND RESTATED BY A DEED OF AMENDMENT AND...Master Agreement • March 16th, 2017 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • London
ContractGlobal Security Note • April 6th, 2017 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • New York
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.
