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).
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
] Shares SCORPIO TANKERS INC. Common Stock ($0.01 par value per share) FORM OF UNDERWRITING AGREEMENTScorpio Tankers Inc. • November 16th, 2010 • 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 Morgan Stanley & Co. Incorporated (“Morgan Stanley” or the “Manager”) on behalf of the several Underwriters named in Schedule I hereto (the “Underwriters”) [ ] 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 [ ] 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 outstanding after giving ef
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
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
STI FONTVIEILLE SHIPPING COMPANY LIMITED STI VILLE SHIPPING COMPANY LIMITEDAgreement • March 16th, 2017 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight
FACILITY AGREEMENTFacility Agreement • March 16th, 2017 • 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
ContractScorpio Tankers Inc. • March 18th, 2010 • 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.
ContractLoan 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)
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription 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.
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").
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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 16th, 2012 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • New York
SET UP A DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES, AND
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.Agreement and Plan of Merger • 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”).
ContractScorpio Tankers Inc. • March 18th, 2010 • 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.
SCORPIO TANKERS INC. 8.25% Senior Notes due 2019 UNDERWRITING AGREEMENTScorpio Tankers Inc. • March 31st, 2017 • 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 II hereto (the "Underwriters"), for whom you are acting as manager (the "Manager"), $50,000,000 aggregate principal amount of its 8.25% Senior Notes due 2019 (the "Firm Securities"), to be issued pursuant to the provisions of an Indenture dated as of May 12, 2014 (the "Base Indenture") between the Company and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), as supplemented by a Third Supplemental Indenture to be dated as of the Closing Date (as defined herein) between the Company and the Trustee (as so supplemented, the "Indenture"). The Company also proposes to issue and sell to the several Underwriters not more than an additional $7,500,000 aggregate principal amount of its 8.25% Senior Notes due 2019 (the "Additional Securities"), if and to the extent that the Manager shall h
SCORPIO TANKERS INC. UP TO $100,000,000 OF COMMON SHARES (par value $0.01 per share) AT-THE-MARKET SALES AGREEMENTAgreement and Any Terms 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:
162,162,163 Shares SCORPIO TANKERS INC. Common Stock ($0.01 par value per share) UNDERWRITING AGREEMENTScorpio Tankers Inc. • October 12th, 2018 • Deep sea foreign transportation of freight • New York
29,012,000 Shares SCORPIO TANKERS INC. Common Stock ($0.01 par value per share) PLACEMENT AGENCY AGREEMENT March 13, 2013Agency Agreement • March 15th, 2013 • Scorpio Tankers Inc. • Deep sea foreign transportation of freight • New York
ContractScorpio Tankers Inc. • March 18th, 2010 • 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.
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
Execution VersionScorpio Tankers Inc. • March 18th, 2016 • Deep sea foreign transportation of freight
Second Supplemental Agreement to a US$87,000,000 Secured Loan Agreement dated 24 June 2015 as amended restated on 22 September 2015 and 15 October 2015 pursuant to a supplemental agreement dated 22 September 2015 Dated 29 February 2016 (1) SBI Macanudo Shipping Company Limited (to be renamed STI Grace Shipping Company Limited) SBI Cuaba Shipping Company Limited(to be renamed STI Jermyn Shipping Company Limited)STI Black Hawk Shipping Company LimitedSTI Pontiac Shipping Company Limited(as Existing Borrowers) (2) STI Lombard Shipping Company Limited STI Osceola Shipping Company Limited (as New Borrowers)(2) Scorpio Tankers Inc. (as Guarantor)(3) The Financial Institutions listed in Schedule 1 (as Original Lenders)(4) ING Bank N.V., London Branch(as Arranger)(5) ING Bank N.V., London Branch (as Agent)(6) ING Capital Markets LLC(as Swap Provider) (7) ING Bank N.V., London Branch (as Security Agent)
ORIGINALScorpio Tankers Inc. • March 18th, 2010 • Deep sea foreign transportation of freight • London
FORM OFManagement 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 AgreementScorpio Tankers Inc. • January 12th, 2021 • Deep sea foreign transportation of freight • New York
ContractProfessional Services Agreement • 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....First Amendatory 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”).
ContractManagement 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”);
Date 30 June 2016 SCORPIO TANKERS INC. as Guarantor – and – NIBC BANK N.V. as Security TrusteeScorpio Tankers Inc. • March 16th, 2017 • 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.
