International Seaways, Inc. Sample Contracts

INTERNATIONAL SEAWAYS, INC. and THE BANK OF NEW YORK MELLON as Trustee INDENTURE Dated as of May 31, 2018 SENIOR DEBT SECURITIES
Indenture • May 31st, 2018 • International Seaways, Inc. • Water transportation • New York
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REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN INTERNATIONAL SEAWAYS, INC. AND EACH OF THE HOLDERS PARTY HERETO Dated as of November 30, 2016
Registration 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.

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Contract
First Supplemental Indenture • May 31st, 2018 • International Seaways, Inc. • Water transportation • New York

This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of May 31, 2018, between INTERNATIONAL SEAWAYS, INC., a corporation duly organized and existing under the laws of the Republic of The Marshall Islands (the “Company”), and THE BANK OF NEW YORK MELLON, a New York corporation, as trustee (the “Trustee”).

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International Seaways, Inc. and Computershare Trust Company, N.A., as Rights Agent Amended and Restated Rights Agreement Dated as of April 11, 2023
Rights 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”).

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VOTING AND SUPPORT AGREEMENT
Voting 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”).

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INTERNATIONAL SEAWAYS, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of [ , ] SENIOR DEBT SECURITIES
Indenture • May 14th, 2018 • International Seaways, Inc. • Water transportation • New York
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International Seaways, Inc. and Computershare Trust Company, N.A., as Rights Agent Rights Agreement Dated as of May 8, 2022
Rights 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”).

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INTERNATIONAL SEAWAYS, INC. MANAGEMENT INCENTIVE COMPENSATION PLAN FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT
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”).

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INTERNATIONAL SEAWAYS, INC. MANAGEMENT INCENTIVE COMPENSATION PLAN PERFORMANCE- BASED RESTRICTED STOCK UNIT GRANT AGREEMENT
Grant Agreement • March 31st, 2017 • International Seaways, Inc. • Water transportation • New York

THIS AGREEMENT, made as of [________], [____] (the “Agreement”), by and between International Seaways, Inc. (the “Company”), and [Name of Officer] (the “Grantee”).

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VOTING AND SUPPORT AGREEMENT
Voting 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”).

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HOLDINGS GUARANTY AGREEMENT
Holdings 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.

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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.

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TERMINATION AGREEMENT
Termination 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”).

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TRANSITION SERVICES AGREEMENT
Transition 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”).

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SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN OVERSEAS SHIPHOLDING GROUP, INC. AND INTERNATIONAL SEAWAYS, INC. DATED AS OF NOVEMBER 30, 2016
Separation 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.

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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
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Dated 29 March 2018
International Seaways, Inc. • May 14th, 2018 • Water transportation
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TECHNICAL AMENDMENT
International Seaways, Inc. • October 26th, 2021 • 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”).

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EMPLOYEE MATTERS AGREEMENT BY AND AMONG OVERSEAS SHIPHOLDING GROUP, INC. AND INTERNATIONAL SEAWAYS, INC. DATED AS OF , 2016
Employee 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).

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FORM OF Amendment No. 7 to James D. Small’s Employment Agreement
S Employment 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”).

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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...
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”).

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FORM OF STOCK OPTION GRANT AGREEMENT (ALTERNATE)
Form of Stock Option 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

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Amendment No. 2 to Jeffrey D. Pribor’s Employment Agreement
S Employment 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”).

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FORM OF RESTRICTED STOCK UNIT GRANT AGREEMENT (ALTERNATE) INTERNATIONAL SEAWAYS, INC. MANAGEMENT INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT GRANT AGREEMENT
Restricted 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

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Form of Amendment No. 6 to Wale Oshodi’s Employment Agreement
Employment 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”).

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Form of Amendment No. 6 to James D. Small’s Employment Agreement
S Employment 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”).

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Amendment No. 4 to Lois K. Zabrocky’s Employment Agreement
S Employment 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”).

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Form of Amendment No. 8 to Lois K. Zabrocky’s Employment Agreement
International Seaways, Inc. • March 14th, 2023 • 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”).

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AMENDMENT AND RESTATEMENT AGREEMENT
Amendment 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).

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INTERNATIONAL SEAWAYS, INC. MANAGEMENT INCENTIVE COMPENSATION PLAN FORM OF RESTRICTED STOCK UNIT GRANT AGREEMENT
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”).

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit 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.

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Amendment No. 3 to Wale Oshodi’s Employment Agreement
S Employment Agreement • April 9th, 2019 • International Seaways, Inc. • Water transportation

This Amendment No. 3 (the “Amendment”), dated as of April 5, 2019 (the “Effective Date”), is between International Seaways, Inc. (the “Company”) and Adewale O. Oshodi (the “Executive”).

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INTERNATIONAL SEAWAYS, INC. MANAGEMENT INCENTIVE COMPENSATION PLAN FORM OF STOCK OPTION GRANT AGREEMENT
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

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Mr. Craig H. Stevenson, Jr. At the address on file with the Company Dear Craig:
Merger Agreement • July 16th, 2021 • International Seaways, Inc. • Water transportation

This letter (this “Letter Agreement”) memorializes our recent discussions regarding the terms of the termination of your employment by Diamond S Management LLC (“DSM”) and your engagement with, and service to, International Seaways, Inc. (together with its affiliates, the “Company”) following the completion of the merger (the “Merger”) contemplated by the Agreement and Plan of Merger by and among Diamond S Shipping Inc., Dispatch Transaction Sub, Inc. and the Company, dated as of March 30, 2021 (the “Merger Agreement”). The terms “Closing” and “Closing Date” when used herein have the meaning ascribed to such terms in the Merger Agreement; the Closing Date will also be the “Date of Termination” for purposes of the Employment Agreement. We look forward to your leadership.

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Amendment No. 4 to James D. Small’s Employment Agreement
’s Employment Agreement • April 8th, 2020 • International Seaways, Inc. • Water transportation

This Amendment No. 4 (the “Amendment”), dated as of April 2, 2020 (the “Effective Date”), is between International Seaways, Inc. (the “Company”) and James D. Small (the “Executive”).

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