AMENDED AND RESTATED CREDIT AGREEMENT among DIAMOND S SHIPPING INC., as the Borrower, VARIOUS LENDERS and NORDEA BANK ABP, NEW YORK BRANCH, as Administrative Agent and as Collateral Agent Dated as of March 27, 2019 NORDEA BANK ABP, NEW YORK BRANCH,...Credit Agreement • June 3rd, 2021 • Diamond S Shipping Inc. • Transportation services • London
DIRECTOR Designation agreementDirector Designation Agreement • March 29th, 2019 • Diamond S Shipping Inc. • Transportation services • New York
This Director Designation Agreement (this “Agreement”), dated March 27, 2019, is by and between Investor (as defined in Section 2.03) and Diamond S Shipping Inc., a corporation organized under the laws of the Republic of the Marshall Islands (together with its successors and permitted assigns, the “Company”) (Investor, together with the Company, the “Parties” and each, a “Party”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 5th, 2021 • Diamond S Shipping Inc. • Transportation services • 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”).
FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2019 • Diamond S Shipping Inc. • Transportation services • Connecticut
This Amended and Restated Employment Agreement (the “Agreement”), dated as of the [___] day of [________], 201[__] (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 [_______].
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 7th, 2021 • Diamond S Shipping Inc. • Transportation services • 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”).
ContractEmployment Agreement • May 13th, 2020 • Diamond S Shipping Inc. • Transportation services • Connecticut
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 2, 2020 (the “Effective Date”), between Diamond S Management LLC, a limited liability company organized under the laws of the Marshall Islands (the “Company”), and Kevin Kilcullen (“Executive”).
COMMERCIAL MANAGEMENT AGREEMENTManagement Agreement • March 29th, 2019 • Diamond S Shipping Inc. • Transportation services • London
AMENDMENT AND RESTATEMENT AGREEMENTCredit Agreement • June 3rd, 2021 • Diamond S Shipping Inc. • Transportation services • 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).
EXECUTION COPYExecution Copy • March 16th, 2021 • Diamond S Shipping Inc. • Transportation services
This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of January 12, 2021, is between Diamond S Management LLC, a limited liability company organized under the laws of the Marshall Islands (the “Company”), and Kevin Kilcullen (“Executive”).
SHIPMAN 2009 STANDARD SHIP MANAGEMENT AGREEMENTManagement Agreement • March 29th, 2019 • Diamond S Shipping Inc. • Transportation services • London
RESALE AND REGISTRATION RIGHTS AGREEMENTResale and Registration Rights Agreement • March 29th, 2019 • Diamond S Shipping Inc. • Transportation services • New York
THIS RESALE AND REGISTRATION RIGHTS AGREEMENT, dated as of March 27, 2019 (this “Agreement”), is by and between Diamond S Shipping Inc., a corporation organized under the Laws of the Republic of the Marshall Islands (together with its successors and permitted assigns, the “Company”), and each Person signing this Agreement as a “Shareholder” on the signature page hereto (on its own behalf) (each such Person, together with its successors and permitted assigns, a “Shareholder” and collectively, the “Shareholders”) (the Shareholders, together with the Company, the “Parties” and each, a “Party”).
CREDIT AGREEMENT among DIAMOND S SHIPPING II LLC, as Parent Guarantor, DSS VESSEL IV LLC, as Borrower, VARIOUS LENDERS and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent and as Collateral Agent Dated as of March 17, 2016 NORDEA BANK...Credit Agreement • February 25th, 2019 • Athena Spinco Inc. • Transportation services • London
CREDIT AGREEMENT, dated as of March 17, 2016, among DIAMOND S SHIPPING II LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands (the “Parent Guarantor”), DSS VESSEL IV LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands (the “Borrower”), the Lenders party hereto from time to time, NORDEA BANK FINLAND PLC, NEW YORK BRANCH (“Nordea”) and CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK, as Bookrunners and Mandated Lead Arrangers (the “Lead Arrangers”), and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (as defined below) under the Security Documents. All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONDiamond S Shipping Inc. • April 16th, 2020 • Transportation services
The following unaudited pro forma condensed combined financial information is presented to illustrate the consummation of the contribution and combination, which we refer to as the “Transactions,” described in the Transaction Agreement, dated as of November 27, 2018 (the “Transaction Agreement”), by and among Diamond S Shipping Inc. (the “Company or “Diamond S”), Capital Product Partners L.P. (“CPLP”), DSS Holdings L.P. (“DSS LP”) and the other parties named therein. The Transactions, which were completed on March 27, 2019, resulted in Diamond S receiving, via a contribution from CPLP, CPLP’s crude and product tanker business (referred to as “Athena”), including 25 crude and product tanker vessels (the “Athena Vessels”) and combining that business with the business and operations of DSS LP. The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The pro forma adjustments are based on available information and w
Dated November 21, 2019 Diamond S Shipping Inc. (a Republic of the Marshall Islands corporation) Up to 5,384,845 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • November 22nd, 2019 • Diamond S Shipping Inc. • Transportation services • New York
The shareholders named in Schedule I hereto (the “Selling Shareholders”, and each a “Selling Shareholder”) propose to sell to Pareto Securities AS (the “Manager”) an aggregate of 4,682,474 common shares, par value $0.001 per share (the “Firm Shares”), of Diamond S Shipping Inc., a Republic of the Marshall Islands corporation (the “Company”). The Company was formed on November 14, 2018 as Athena SpinCo Inc. (“Athena SpinCo”) under the laws of the Republic of the Marshall Islands for the purpose of receiving, via contribution from Capital Product Partners L.P. (“CPLP”), CPLP’s crude and product tanker business (collectively, “Athena”). In connection therewith, the Company and DSS Holdings L.P. (“DSS LP”) completed a combination on March 27, 2019, whereby certain of DSS LP’s directly-owned subsidiaries merged with certain subsidiaries of the Company, with the Company being the surviving corporation in the merger.
FORM OF TECHNICAL MANAGEMENT AGREEMENT SHIPMAN 2009 STANDARD SHIP MANAGEMENT AGREEMENTTechnical Management Agreement • February 25th, 2019 • Athena Spinco Inc. • Transportation services • London
EXECUTION COPYEmployment Agreement • March 16th, 2021 • Diamond S Shipping Inc. • Transportation services
This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of January 13, 2021, is between Diamond S Management LLC, a limited liability company organized under the laws of the Marshall Islands (the “Company”), and Craig H. Stevenson, Jr. (“Executive”).
Capital Product Partners L.P. 3, Iassonos Street, 18537 Piraeus, Greece Attention: Gerasimos KalogiratosDiamond S Shipping Inc. • March 11th, 2019 • Transportation services
Reference is made to the Transaction Agreement (the “Agreement”), dated November 27, 2018, by and among DSS Holdings L.P., a limited partnership organized under the laws of the Cayman Islands (“Dispatch”), Capital Product Partners L.P., a Marshall Islands limited partnership (“Citadel”), and the other parties named therein. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Agreement. As Section 11.06 of the Agreement permits the Parties to amend or waive provisions of the Agreement in writing:
DIAMOND S SHIPPING INC. Greenwich, CT 06830Diamond S Shipping Inc. • May 10th, 2021 • Transportation services
We refer to that certain Credit Agreement, dated as of March 27, 2019 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), by and among Diamond S Shipping Inc., a Marshall Islands corporation (the “Borrower”), the Lenders party thereto from time to time, and Nordea Bank Abp, New York Branch, as Administrative Agent (in such capacity, the “Administrative Agent”) and the Collateral Agent under the Security Documents and (ii) that certain amendment request letter dated March 9, 2021 (the “Request Letter”), pursuant to which, among other things, the Borrower has requested that the Lenders under the Credit Agreement (a) consent to the Merger, and (b) provide waivers of certain provisions of the Credit Agreement in connection with the Merger and the other Transactions. The Request Letter is attached hereto as Annex A and made a part hereof. Words and expressions defined in the Credit Agreement
MANAGEMENT AND SERVICES AGREEMENTManagement and Services Agreement • March 29th, 2019 • Diamond S Shipping Inc. • Transportation services • London
THIS AGREEMENT (“this Agreement”) dated as of the 27th day of March 2019, 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 with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, (“DSS”) 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, collectively with DSS, the “Parties”).
DSS VESSEL II, LLC DIAMOND S SHIPPING III LLCAthena Spinco Inc. • February 25th, 2019 • Transportation services • New York
Reference is made to that certain senior secured credit agreement, dated as of June 6, 2016 (as amended by that certain Amendment Letter dated as of September 28, 2018, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), providing for a term loan facility in the aggregate amount of up to US $460,000,000, made by and among, inter alios, (i) DSS Vessel II, LLC, a Marshall Islands limited liability company, as borrower (the “Borrower”), (ii) Diamond S Shipping III LLC, a Marshall Islands limited liability company, as parent guarantor (the “Parent Guarantor”), (iii) the banks, financial institutions and other institutional lenders listed on the signature pages thereof, as lenders (the “Lenders”) and (iv) Nordea Bank Abp, New York Branch (as successor in interest to Nordea Bank Finland Plc, New York Branch), as administrative agent and collateral agent (together with any successor administrative agent and collateral agent appointed pursuant
DSS VESSEL LLC DIAMOND S SHIPPING II LLCAthena Spinco Inc. • February 25th, 2019 • Transportation services • New York
Reference is made to that certain senior secured credit agreement, dated as of August 19, 2016 (as amended by that certain Amendment Letter, dated as of March 12, 2018 and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), providing for a term loan facility and revolving loan facility in the aggregate amount of up to US $235,000,000, made by and among, inter alios, (i) DSS Vessel LLC, a Marshall Islands limited liability company, as borrower (the “Borrower”), (ii) Diamond S Shipping II LLC, a Marshall Islands limited liability company, as parent guarantor (the “Parent Guarantor”), (iii) DNB Markets, Inc., Nordea Bank Abp, New York Branch (as successor in interest to Nordea Bank Finland Plc, New York Branch), Crédit Agricole Corporate and Investment Bank, Skandinaviska Enskilda Banken AB (Publ) and ABN AMRO Capital USA LLC, as bookrunners and mandated lead arrangers, (iv) the banks, financial institutions and other institutional lenders li
FORM OF MANAGEMENT AND SERVICES AGREEMENTForm of Management and Services Agreement • February 25th, 2019 • Athena Spinco Inc. • Transportation services • London
THIS AGREEMENT (“this Agreement”) dated as of the [●] day of [●] 2018, 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 with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, (“DSS”) 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, collectively with DSS, the “Parties”).
CREDIT AGREEMENT among DIAMOND S SHIPPING III LLC, as Parent Guarantor, DSS VESSEL II, LLC, as Borrower, VARIOUS LENDERS and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent and as Collateral Agent Dated as of June 6, 2016 NORDEA BANK...Credit Agreement • February 25th, 2019 • Athena Spinco Inc. • Transportation services • London
CREDIT AGREEMENT, dated as of June 6, 2016, among DIAMOND S SHIPPING III LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands (the “Parent Guarantor”), DSS VESSEL II, LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands (the “Borrower”), the Lenders party hereto from time to time, NORDEA BANK FINLAND PLC, NEW YORK BRANCH (“Nordea”), SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, DNB MARKETS INC. and DVB BANK SE, as Bookrunners and Mandated Lead Arrangers (the “Lead Arrangers”), CITIBANK, N.A. and NIBC BANK N.V., as Co-Arrangers, and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (as defined below) under the Security Documents. All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.
DIAMOND S SHIPPING INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 21st, 2019 • Diamond S Shipping Inc. • Transportation services • Marshall Islands
This Indemnification Agreement (this “Agreement”), dated [●], is made by and between Diamond S Shipping Inc., a shipping company incorporated in the Marshall Islands (the “Company”), and [●] (the “Indemnitee” and, together with the Company, the “Parties”).
DIAMOND S SHIPPING INC. Greenwich, CT 06830Diamond S Shipping Inc. • May 10th, 2021 • Transportation services
We refer to that certain Credit Agreement, dated as of December 23, 2019 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), by and among Diamond S Shipping Inc., a Marshall Islands corporation (the “Borrower”), the Lenders party thereto from time to time, and Nordea Bank Abp, New York Branch, as Administrative Agent (in such capacity, the “Administrative Agent”) and the Collateral Agent under the Security Documents and (ii) that certain amendment request letter dated March 9, 2021 (the “Request Letter”), pursuant to which, among other things, the Borrower has requested that the Lenders under the Credit Agreement (a) consent to the Merger, and (b) provide waivers of certain provisions of the Credit Agreement in connection with the Merger and the other Transactions. The Request Letter is attached hereto as Annex A and made a part hereof. Words and expressions defined in the Credit Agreem
DIAMOND S SHIPPING INC.Diamond S Shipping Inc. • May 15th, 2019 • Transportation services • New York
Reference is made to that certain credit agreement dated as of March 27, 2019 (the “Credit Agreement”), providing for a term loan facility and a revolving loan facility made by and among, inter alios, (i) Diamond S Shipping Inc., a company organized under the laws of the Republic of the Marshall Islands, as borrower (the “Borrower”), (ii) the banks, financial institutions and other institutional lenders listed on the signature pages thereof, as lenders (the “Lenders”) and (iii) Nordea Bank Abp, New York Branch, as administrative agent and collateral agent (together with any successor administrative agent and collateral agent appointed pursuant to Section 10 of the Credit Agreement, the “Administrative Agent” or as applicable, the “Collateral Agent”) for the Secured Creditors. Unless otherwise expressly defined herein, terms which are defined in the Credit Agreement have the same meaning when used herein.
