Diamond S Shipping Group, Inc. (a Republic of the Marshall Islands corporation) [●] Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • February 26th, 2014 • Diamond S Shipping Group, Inc. • Deep sea foreign transportation of freight • New York
Diamond S Shipping Group, Inc., a Republic of the Marshall Islands corporation (the “Company”), confirms its agreement with Jefferies LLC (“Jefferies”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Jefferies and Merrill Lynch are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective number of common shares, par value $0.01 per share, of the Company (“Common Shares”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [●] additional Common Shares. The aforesaid [●
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 26th, 2014 • Diamond S Shipping Group, Inc. • Deep sea foreign transportation of freight • Connecticut
This Amended and Restated Employment Agreement (the “Agreement”), dated as of the __ day of [________], 2014 (the “Effective Date”), is entered into by and between Diamond S Management LLC, a Marshall Islands limited liability company (the “Employer”), and [________] (the “Employee”) and amends and restates the Amended and Restated Employment Agreement between Employer and Employee dated as of [_______].
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • February 26th, 2014 • Diamond S Shipping Group, Inc. • Deep sea foreign transportation of freight • New York
This Director and Officer Indemnification Agreement (this “Agreement”) is made by and between Diamond S Shipping Group, Inc., a Republic of the Marshall Islands corporation (the “Company”), and _______________________ (“Indemnitee”), dated as of ___________ ___, 2014 but will become effective upon the listing of the Company’s common stock on the New York Stock Exchange or similar trading exchange (the “Listing Date”).
DATED 14 FEBRUARY 2014Original Contract • March 6th, 2014 • Diamond S Shipping Group, Inc. • Deep sea foreign transportation of freight
NOW THEREFORE for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by the Parties, the Parties agree as follows:
US $719,262,295 SENIOR SECURED TERM LOAN CREDIT FACILITY Dated as of July 29, 2011 Among DSS VESSEL II LLC as Borrower and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and NORDEA BANK FINLAND PLC, NEW YORK BRANCH as Administrative Agent and...Diamond S Shipping Group, Inc. • February 26th, 2014 • Deep sea foreign transportation of freight • New York
Schedule IV - Technical Managers and Technical Management Agreements; Commercial Managers and Commercial Management Agreements
DIAMOND S SHIPPING GROUP, INC. 2014 EQUITY AND PERFORMANCE INCENTIVE PLAN NON- EXECUTIVE DIRECTOR RESTRICTED STOCK UNITS AGREEMENTNon-Executive Director Restricted Stock Units Agreement • February 26th, 2014 • Diamond S Shipping Group, Inc. • Deep sea foreign transportation of freight • Delaware
This AGREEMENT (this “Agreement”) is made as of _______ __, 2014 (the “Date of Grant”) by and between Diamond S Shipping Group, Inc., a corporation formed under the laws of The Republic of the Marshall Islands (the “Company”), and [__________] (the “Grantee”).
ADDENDUM NO. 1 TO THE OVERALL AGREEMENT DATED 14 FEBRUARY 2014 This Addendum is made this 5th day of March 2014 BETWEEN:Overall Agreement • March 6th, 2014 • Diamond S Shipping Group, Inc. • Deep sea foreign transportation of freight
AMENDMENT NO. 2 TO CREDIT FACILITY AGREEMENT Dated as of May 1, 2013Credit Facility Agreement • February 26th, 2014 • Diamond S Shipping Group, Inc. • Deep sea foreign transportation of freight • New York
Amendment No. 2, dated as of May 1, 2013 (this "Amendment"), to that certain Senior Secured Term Loan Credit Facility Agreement, dated as of July 29, 2011, as amended by Amendment No. 1 thereto dated as of December 16, 2011 (as amended, restated, modified and supplemented from time to time, the "Credit Agreement "), providing for a senior secured term loan credit facility made by and among (i) DSS VESSEL II LLC, a Marshall Islands limited liability company, as borrower (the "Borrower"), (ii) the lenders (the " Lenders") party to the Credit Agreement , (iii) NORDEA BANK FINLAND PLC, NEW YORK BRANCH ("Nordea"), as administrative agent and security agent (together with any successor administrative agent and security agent) appointed pursuant to Article VII of the Credit Agreement , the "Administrative Agent" or as applicable, the "Security Agent") for the Secured Parties, (iv) DNB Bank ASA (formerly known as DnB NOR Bank ASA) and Nordea, as mandated lead arrangers (the "Mandated Lead Arra
DIAMOND S SHIPPING GROUP, INC. NONQUALIFIED STOCK OPTION AGREEMENTPerformance Incentive Plan • February 26th, 2014 • Diamond S Shipping Group, Inc. • Deep sea foreign transportation of freight • Delaware
This AGREEMENT (this “Agreement”) is made as of _______ __, 2014 (the “Date of Grant”) by and between Diamond S Shipping Group, Inc., a corporation formed under the laws of The Republic of the Marshall Islands (the “Company”), and [________________] (the “Optionee”).
DIAMOND S SHIPPING GROUP, INC. 2014 EQUITY AND PERFORMANCE INCENTIVE PLAN RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • February 26th, 2014 • Diamond S Shipping Group, Inc. • Deep sea foreign transportation of freight • Delaware
This AGREEMENT (this “Agreement”) is made as of _______ __, 2014 (the “Date of Grant”) by and between Diamond S Shipping Group, Inc., a corporation formed under the laws of The Republic of the Marshall Islands (the “Company”), and [__________] (the “Grantee”).
DIAMOND S SHIPPING GROUP, INC. 2014 EQUITY AND PERFORMANCE INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 26th, 2014 • Diamond S Shipping Group, Inc. • Deep sea foreign transportation of freight • Delaware
This AGREEMENT (this “Agreement”) is made as of _______ __, 2014 (the “Date of Grant”) by and between Diamond S Shipping Group, Inc., a corporation formed under the laws of The Republic of the Marshall Islands (the “Company”), and [__________] (the “Grantee”).
AMENDMENT NO. 1 TO CREDIT FACILITY AGREEMENT Dated as of December 16, 2011Credit Facility Agreement • February 26th, 2014 • Diamond S Shipping Group, Inc. • Deep sea foreign transportation of freight • New York
Amendment No. 1 dated as of December 16, 2011 (this "Amendment") to that certain senior secured term loan credit facility agreement dated as of July 29, 2011 (as so amended, the "Credit Facility Agreement"), providing for a senior secured term loan credit facility made by and among (i) DSS VESSEL II LLC, a Marshall Islands limited liability company, as borrower (the "Borrower"), (ii) the banks, financial institutions and other institutional lenders (the "Initial Lenders") listed on the signature pages of the Credit Facility Agreement, (iii) NORDEA BANK FINLAND PLC, NEW YORK BRANCH ("Nordea"), as administrative agent and security agent (together with any successor administrative agent and security agent) appointed pursuant to Article VII of the Credit Facility Agreement, the "Administrative Agent" or as applicable, the "Security Agent") for the Secured Parties, (iv) DNB Bank ASA (formerly known as DnB NOR Bank ASA) and Nordea, as mandated lead arrangers (the "Mandated Lead Arrangers"),
FORM OF Registration RIGHTS AgreementForm of Registration Rights Agreement • March 6th, 2014 • Diamond S Shipping Group, Inc. • Deep sea foreign transportation of freight • New York
This Registration Rights Agreement (this “Agreement”), dated , 2014, is by and among Diamond S Shipping Group, Inc., a Republic of the Marshall Islands corporation (the “Company”), DSS Holdings L.P., a Cayman Islands exempted limited partnership (the “Partnership”) and the Persons signing as “Investors” on the signature page of this Agreement (each, and each of its Affiliate transferees who executes a joinder agreement pursuant to Section 5.1 of this Agreement, an “Investor” and collectively, the “Investors”) and amends Exhibit C of the Second Amended and Restated Exempted Limited Partnership Agreement of the Partnership, dated December 12, 2013 (the “LP Agreement”), with respect only to its application to the Company and its subsidiaries.
US $35,000,000 SENIOR SECURED REDUCING REVOLVING CREDIT FACILITY Dated as of February 21, 2014 Among DSS VESSEL III LLC as Borrower and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and NORDEA BANK FINLAND PLC, NEW YORK BRANCH as Administrative...Diamond S Shipping Group, Inc. • February 26th, 2014 • Deep sea foreign transportation of freight • New York
SENIOR SECURED REDUCING REVOLVING CREDIT FACILITY dated as of February 21, 2014 among (i) DSS VESSEL III LLC, a Marshall Islands limited liability company, as borrower (the “Borrower”), (ii) the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, and (iii) NORDEA BANK FINLAND PLC, NEW YORK BRANCH (“Nordea”), as administrative agent and security agent (together with any successor administrative agent and security agent appointed pursuant to Article VII, the “Administrative Agent” or as applicable, the “Security Agent”) for the Secured Parties (as hereinafter defined).
AMENDMENT NO. 3 TO CREDIT FACILITY AGREEMENT Dated as of December 12, 2013Credit Facility Agreement • February 26th, 2014 • Diamond S Shipping Group, Inc. • Deep sea foreign transportation of freight • New York
Amendment No. 3, dated as of December 12, 2013 (this "Amendment"), to that certain Senior Secured Term Loan Credit Facility Agreement, dated as of July 29, 2011, as amended by Amendment No. 1 thereto dated as of December 16, 2011, as further amended by Amendment No. 2 thereto dated as of May 1, 2013 (as amended, restated, modified and supplemented from time to time, the "Credit Agreement "), providing for a senior secured term loan credit facility made by and among (i) DSS VESSEL II LLC, a Marshall Islands limited liability company, as borrower (the "Borrower"), (ii) the lenders (the "Lenders") party to the Credit Agreement, (iii) NORDEA BANK FINLAND PLC, NEW YORK BRANCH ("Nordea"), as administrative agent and security agent (together with any successor administrative agent and security agent) appointed pursuant to Article VII of the Credit Agreement , the "Administrative Agent" or as applicable, the "Security Agent") for the Secured Parties, (iv) DNB Bank ASA (formerly known as DnB NO
