INTERNATIONAL SEAWAYS, INC. and THE BANK OF NEW YORK MELLON as Trustee INDENTURE Dated as of May 31, 2018 SENIOR DEBT SECURITIESIndenture • May 31st, 2018 • International Seaways, Inc. • Water transportation • New York
INTERNATIONAL SEAWAYS, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of [ , ] SUBORDINATED DEBT SECURITIESIndenture • May 14th, 2018 • International Seaways, Inc. • Water transportation • New York
INDENTURE, dated as of [ , ], between INTERNATIONAL SEAWAYS, INC., a corporation duly organized and existing under the laws of the Marshall Islands (the “Company”), having its principal office at 600 Third Avenue, 39th Floor, New York, New York, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (the “Trustee”).
INTERNATIONAL SEAWAYS, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of [ , ] SENIOR DEBT SECURITIESIndenture • May 14th, 2018 • International Seaways, Inc. • Water transportation • New York
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN INTERNATIONAL SEAWAYS, INC. AND EACH OF THE HOLDERS PARTY HERETO Dated as of November 30, 2016Registration Rights Agreement • December 2nd, 2016 • International Seaways, Inc. • Water transportation • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 30, 2016, by and between International Seaways, Inc., a Marshall Islands corporation (the “Company”), and each of the parties identified as a “Holder” on the signature page hereto and any parties identified on the signature page of any joinder agreements executed and delivered pursuant to Section 11 hereof (each, a “Holder” and, collectively, the “Holders”). Capitalized terms used but not otherwise defined herein are defined in Section 1 hereof.
International Seaways, Inc. and Computershare Trust Company, N.A., as Rights Agent Amended and Restated Rights Agreement Dated as of April 11, 2023Rights Agreement • April 11th, 2023 • International Seaways, Inc. • Water transportation • New York
This AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of April 11, 2023 (the “Agreement”), between International Seaways, Inc., a Marshall Islands corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”), amends and restates that certain Rights Agreement, dated as of May 8, 2022 between the Company and the Rights Agent (the “Original Rights Agreement”).
INTERNATIONAL SEAWAYS, INC. MANAGEMENT INCENTIVE COMPENSATION PLAN FORM OF STOCK OPTION GRANT AGREEMENTStock Option Grant Agreement • April 8th, 2020 • International Seaways, Inc. • Water transportation • New York
THIS AGREEMENT, made as of [date] (the “Agreement”), by and between International Seaways, Inc. (the “Company”), and [name of optionee]1 (the “Optionee”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 6th, 2021 • International Seaways, Inc. • Water transportation • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of March 30, 2021 (this “Agreement”), is made and entered into by and among International Seaways, Inc., a corporation duly organized and existing under the laws of the Republic of the Marshall Islands (“INSW”) (together with its successors and permitted assigns, “INSW”) and each of the parties listed on Schedule A hereto (each, a “Securityholder” and, collectively, the “Securityholders”).
International Seaways, Inc. and Computershare Trust Company, N.A., as Rights Agent Rights Agreement Dated as of May 8, 2022Rights Agreement • May 9th, 2022 • International Seaways, Inc. • Water transportation • New York
RIGHTS AGREEMENT, dated as of May 8, 2022 (the “Agreement”), between International Seaways, Inc., a Marshall Islands corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”).
INTERNATIONAL SEAWAYS, INC. as Issuer and GLAS Trust Company LLC as Trustee INDENTURE Dated as of June 13, 2018Indenture • August 8th, 2018 • International Seaways, Inc. • Water transportation • New York
INDENTURE, dated as of June 13, 2018 (this “Indenture”), between INTERNATIONAL SEAWAYS, INC., a Marshall Islands corporation (“Issuer”) and GLAS Trust Company LLC, a limited liability company organized and existing under the laws of the state of New Hampshire, as Trustee.
INTERNATIONAL SEAWAYS, INC. MANAGEMENT INCENTIVE COMPENSATION PLAN FORM OF RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • March 31st, 2017 • International Seaways, Inc. • Water transportation • New York
WHEREAS, the Company has adopted the International Seaways, Inc. Management Incentive Compensation Plan (the “Plan”) to promote the interests of the Company and its shareholders by providing the employees and consultants of the Company with incentives and rewards to encourage them to continue in the service of the Company and with a proprietary interest in pursuing the long-term growth, profitability and financial success of the Company; and
CREDIT AGREEMENT, dated as of June 22, 2017, among INTERNATIONAL SEAWAYS OPERATING CORPORATION, as the Administrative Borrower, OIN DELAWARE LLC, as the Co-Borrower, INTERNATIONAL SEAWAYS, INC., as Holdings, THE OTHER GUARANTORS PARTY HERETO, as...Credit Agreement • August 9th, 2017 • International Seaways, Inc. • Water transportation • New York
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 8th, 2024 • International Seaways, Inc. • Water transportation • New York
This CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, this “Agreement”), dated as of May 20, 2022, is among International Seaways, Inc., a Marshall Islands corporation (“Holdings”), International Seaways Operating Corporation, a Marshall Islands corporation (the “Borrower”), the other Guarantors from time to time party hereto, the Lenders from time to time party hereto, Nordea Bank Abp, New York Branch, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Nordea Bank Abp, New York Branch, as Collateral Agent and security trustee for the Secured Parties (in such capacity, the “Collateral Agent” or the “Security Trustee” as the context requires) and Crédit Agricole Corporate and Investment Bank, as sustainability coordinator (in such capacity, the “Sustainability Coordinator”).
INTERNATIONAL SEAWAYS, INC. MANAGEMENT INCENTIVE COMPENSATION PLAN FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENTPerformance-Based Restricted Stock Unit Grant Agreement • April 8th, 2020 • International Seaways, Inc. • Water transportation • New York
THIS AGREEMENT, made as of [date] (the “Agreement”), by and between International Seaways, Inc. (the “Company”), and [name of grantee]1 (the “Grantee”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 6th, 2021 • International Seaways, Inc. • Water transportation • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of March 30, 2021 (this “Agreement”), is made and entered into by and among Diamond S Shipping, Inc., a corporation duly organized and existing under the laws of the Republic of the Marshall Islands (together with its successors and permitted assigns, “DSSI”) and each of the parties listed on Schedule A hereto (each, a “Securityholder” and, collectively, the “Securityholders”).
HOLDINGS GUARANTY AGREEMENTHoldings Guaranty Agreement • June 3rd, 2021 • International Seaways, Inc. • Water transportation • New York
HOLDINGS GUARANTY AGREEMENT, dated as of May 27, 2021 (as amended, modified, restated and/or supplemented from time to time, this “Guaranty”), made by INTERNATIONAL SEAWAYS, INC., a Marshall Islands corporation (“INSW” or “Holdings”) and accepted and agreed by NORDEA BANK ABP, NEW YORK BRANCH, as Administrative Agent. Except as otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
GUARANTEE OF INTERNATIONAL SEAWAYS, INC.Guarantee • May 14th, 2018 • International Seaways, Inc. • Water transportation • New York
GUARANTEE, dated as of April 18, 2018 (this “Guarantee”), by International Seaways, Inc. a corporation incorporated and existing under the Laws of the Republic of the Marshall Islands (“Purchaser Guarantor”), in favor of Euronav MI Inc., a corporation incorporated and existing under the Laws of the Republic of the Marshall Islands (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Stock Purchase Agreement (as defined below), except as otherwise provided herein.
AMENDMENT AND RESTATEMENT AGREEMENTAmendment and Restatement Agreement • June 3rd, 2021 • International Seaways, Inc. • Water transportation • New York
AMENDMENT AND RESTATEMENT AGREEMENT, dated as of May 27, 2021 (this “Restatement Agreement”) by and among Diamond S Shipping Inc., a Marshall Islands corporation (“DSS Inc.” or the “Borrower”), the Lenders party hereto constituting Required Lenders under the Original Credit Agreement (as defined below) (the “Consenting Lenders”), NORDEA BANK ABP, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent under the Security Documents, and International Seaways, Inc., a Marshall Islands corporation (“INSW” or “Holdings”, as the context may require).
TERMINATION AGREEMENTTermination Agreement • April 6th, 2021 • International Seaways, Inc. • Water transportation • London
This TERMINATION AGREEMENT (this “Agreement”), dated as of March 30, 2021, is entered into by and between Diamond S Shipping Inc., a corporation duly organized and existing under the laws of the Republic of the Marshall Islands and its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, on behalf of itself and its vessel-owning subsidiaries that have entered into the TMAs (as defined below) (“DSSI”), and Capital Ship Management Corp., a company duly organized and existing under the laws of Panama with its registered office at Hong Kong Bank building, 6th floor, Samuel Lewis Avenue, Panama, and a business address at 3, Iassonos street, Piraeus, Greece (“CSM”, and together with DSSI, the “Parties”, and each, a “Party”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • December 2nd, 2016 • International Seaways, Inc. • Water transportation • New York
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into this November 30, 2016 by and between Overseas Shipholding Group, Inc., a Delaware corporation (“OSG”), and International Seaways, Inc. (f/k/a OSG International, Inc.), a Republic of the Marshall Islands corporation (“INSW,” and, together with OSG, each a “Party” and collectively, the “Parties”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN OVERSEAS SHIPHOLDING GROUP, INC. AND INTERNATIONAL SEAWAYS, INC. DATED AS OF NOVEMBER 30, 2016Separation and Distribution Agreement • December 2nd, 2016 • International Seaways, Inc. • Water transportation • New York
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of November 30, 2016 (this “Agreement”), is by and between Overseas Shipholding Group, Inc., a Delaware corporation (“OSG”), and International Seaways, Inc. (f/k/a OSG International, Inc.), a Republic of the Marshall Islands corporation (“INSW”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
FORM OF NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 7th, 2020 • International Seaways, Inc. • Water transportation • Delaware
THIS AWARD AGREEMENT (the “Agreement”), made as of this [____] day of [_____], 20[___], between International Seaways, Inc. (the “Company”), a Marshall Islands corporation, and [_____________] (the “Participant”).
Dated 29 March 2018Guarantee • May 14th, 2018 • International Seaways, Inc. • Water transportation
TECHNICAL AMENDMENTCredit Agreement • October 26th, 2021 • International Seaways, Inc. • Water transportation • New York
TECHNICAL AMENDMENT, dated as of October 20, 2021 (this “Amendment”), by and among Diamond S Shipping Inc., a Marshall Islands corporation (“DSS Inc.” or the “Borrower”), and Nordea Bank ABP, New York Branch, as Administrative Agent (in such capacity, the “Administrative Agent”).
Amendment No. 2 to James D. Small’s Employment AgreementEmployment Agreement • November 4th, 2016 • International Seaways, Inc. • Water transportation
This Amendment No. 2 (the “Amendment”), dated as of August 3, 2016 (the “Effective Date”), is between Overseas Shipholding Group, Inc. (the “Company”) and James D. Small (the “Executive”).
EMPLOYEE MATTERS AGREEMENT BY AND AMONG OVERSEAS SHIPHOLDING GROUP, INC. AND INTERNATIONAL SEAWAYS, INC. DATED AS OF , 2016Employee Matters Agreement • October 21st, 2016 • International Seaways, Inc. • Water transportation • Delaware
THIS EMPLOYEE MATTERS AGREEMENT, dated as of , 2016 (this “Agreement”), is by and among Overseas Shipholding Group, Inc., a Delaware corporation (“OSG”), and International Seaways, Inc., a Marshall Islands corporation (“INSW”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth in Article I or ascribed to them in the Separation and Distribution Agreement (as defined below).
FORM OF Amendment No. 7 to James D. Small’s Employment AgreementEmployment Agreement • March 19th, 2024 • International Seaways, Inc. • Water transportation
This Amendment No. 7 (the “Amendment”), dated as of March 14, 2024 (the “Effective Date”), is between International Seaways, Inc. (the “Company”) and James D. Small (the “Executive”).
US$160 MILLION REVOLVING CREDIT AGREEMENT, dated as of September 27, 2023, among INTERNATIONAL SEAWAYS OPERATING CORPORATION, as Borrower, INTERNATIONAL SEAWAYS, INC., as Holdings, THE OTHER GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY...Revolving Credit Agreement • November 7th, 2023 • International Seaways, Inc. • Water transportation • New York
This CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, this “Agreement”), dated as of September 27, 2023, is among International Seaways, Inc., a Marshall Islands corporation (“Holdings”), International Seaways Operating Corporation, a Marshall Islands corporation (the “Borrower”), the other Guarantors from time to time party hereto, the Lenders from time to time party hereto, Nordea Bank Abp, New York Branch, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Nordea Bank Abp, New York Branch, as Collateral Agent, Coordinator and security trustee for the Secured Parties (in such capacity, the “Collateral Agent” or the “Security Trustee” as the context requires) and ING BANK N.V., LONDON BRANCH, as sustainability coordinator (in such capacity, the “Sustainability Coordinator”).
Amendment No. 2 to Jeffrey D. Pribor’s Employment AgreementEmployment Agreement • April 8th, 2020 • International Seaways, Inc. • Water transportation
This Amendment No. 2 (the “Amendment”), dated as of April 2, 2020 (the “Effective Date”), is between International Seaways, Inc. (the “Company”) and Jeffrey D. Pribor (the “Executive”).
FORM OF RESTRICTED STOCK UNIT GRANT AGREEMENT (ALTERNATE) INTERNATIONAL SEAWAYS, INC. MANAGEMENT INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • May 7th, 2018 • International Seaways, Inc. • Water transportation • New York
WHEREAS, the Company has adopted the International Seaways, Inc. Management Incentive Compensation Plan (the “Plan”) to promote the interests of the Company and its shareholders by providing the employees and consultants of the Company with incentives and rewards to encourage them to continue in the service of the Company and with a proprietary interest in pursuing the long-term growth, profitability and financial success of the Company; and
Form of Amendment No. 6 to Wale Oshodi’s Employment AgreementEmployment Agreement • April 12th, 2022 • International Seaways, Inc. • Water transportation
This Amendment No. 4 (the “Amendment”), dated as of April 7, 2022 (the “Effective Date”), is between International Seaways, Inc. (the “Company”) and Adewale O. Oshodi (the “Executive”).
Form of Amendment No. 6 to James D. Small’s Employment AgreementEmployment Agreement • March 14th, 2023 • International Seaways, Inc. • Water transportation
This Amendment No. 6 (the “Amendment”), dated as of March 8, 2023 (the “Effective Date”), is between International Seaways, Inc. (the “Company”) and James D. Small (the “Executive”).
Amendment No. 4 to Lois K. Zabrocky’s Employment AgreementEmployment Agreement • May 7th, 2018 • International Seaways, Inc. • Water transportation
This Amendment No. 4 (the “Amendment”), dated as of April 4, 2018 (the “Effective Date”), is between International Seaways, Inc. (the “Company”) and Lois K. Zabrocky (the “Executive”).
Form of Amendment No. 8 to Lois K. Zabrocky’s Employment AgreementEmployment Agreement • March 14th, 2023 • International Seaways, Inc. • Water transportation
This Amendment No. 8 (the “Amendment”), dated as of March 8, 2023 (the “Effective Date”), is between International Seaways, Inc. (the “Company”) and Lois K. Zabrocky (the “Executive”).
INTERNATIONAL SEAWAYS, INC. MANAGEMENT INCENTIVE COMPENSATION PLAN FORM OF RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • April 8th, 2020 • International Seaways, Inc. • Water transportation • New York
THIS AGREEMENT, made as of [date] (the “Agreement”), by and between International Seaways, Inc. (the “Company”), and [name of grantee]1 (the “Grantee”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 9th, 2019 • International Seaways, Inc. • Water transportation • New York
This SECOND AMENDMENT to the Credit Agreement referred to below, dated as of June 14, 2018 (this “Second Amendment”), by and among International Seaways, Inc., a Marshall Islands corporation (“Holdings”), International Seaways Operating Corporation, a Marshall Islands corporation (the “Administrative Borrower”), OIN Delaware LLC, a Delaware limited liability company (the “Co-Borrower” and, together with the Administrative Borrower, the “Borrowers”), the other Guarantors (as defined in the Credit Agreement referred to below) party hereto, the Lenders (as defined in the Credit Agreement referred to below) party hereto, and Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. Capitalized terms used herein but not otherwise defined in this Second Amendment have the same meanings as specified in the Credit Agreement referenced below, as amended by this Second Amendment.
