CREDIT AGREEMENT among NT SUEZ GP LLC, as Corporate Guarantor, NT SUEZ HOLDCO LLC, as Borrower, VARIOUS LENDERS and CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Administrative Agent and as Collateral Agent Dated as of August 9, 2016 CRÉDIT...Credit Agreement • February 25th, 2019 • Athena Spinco Inc. • Transportation services • London
CREDIT AGREEMENT, dated as of August 9, 2016, among NT SUEZ GP LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands (the “Corporate Guarantor”), NT SUEZ HOLDCO 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, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“CACIB”), and NIBC BANK N.V., as Mandated Lead Arrangers (the “Lead Arrangers”), and CACIB, 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.
form of DIRECTOR Designation agreementDirector Designation Agreement • February 25th, 2019 • Athena Spinco Inc. • Transportation services • New York
This Director Designation Agreement (this “Agreement”), dated [―], is by and between [―], a [jurisdiction of formation] (together with its Affiliates and its and their respective successors and permitted assigns, “Investor”), 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”).
FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2019 • Athena Spinco Inc. • Transportation services • 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 [_______].
FORM OF COMMERCIAL MANAGEMENT AGREEMENTCommercial Management Agreement • February 25th, 2019 • Athena Spinco Inc. • Transportation services • London
FORM OF TECHNICAL MANAGEMENT AGREEMENT SHIPMAN 2009 STANDARD SHIP MANAGEMENT AGREEMENTTechnical Management Agreement • February 25th, 2019 • Athena Spinco Inc. • Transportation services • London
FORM OF RESALE AND REGISTRATION RIGHTS AGREEMENTResale and Registration Rights Agreement • February 25th, 2019 • Athena Spinco Inc. • Transportation services • New York
THIS RESALE AND REGISTRATION RIGHTS AGREEMENT, dated as of [—] (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”).
FORM OF MANAGEMENT AND SERVICES AGREEMENTManagement 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 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.
DSS VESSEL II, LLC DIAMOND S SHIPPING III LLCSenior Secured Credit Facility • February 25th, 2019 • Athena Spinco Inc. • 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 LLCSenior Secured Credit Facility • February 25th, 2019 • Athena Spinco Inc. • 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
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.
