Marshall Islands
|
|
98-0467117
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
|
[ ]
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
[ ]
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
[ ]
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
[ ]
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Symbol
|
Name of each exchange on which registered
|
|
Common Stock (no par value)
|
INSW
|
New York Stock Exchange
|
|
8.5% Senior Notes due 2023
|
INSW - PA
|
New York Stock Exchange
|
|
|
|
Exhibit No.
|
Description
|
10.1
|
Side Letter dated as of June 17, 2019.
|
|
INTERNATIONAL SEAWAYS, INC.
|
||
|
(Registrant)
|
||
|
|
||
Date: June 28, 2019
|
By
|
/s/ James D. Small III
|
|
|
|
Name:
|
James D. Small III
|
Title:
|
Chief Administrative Officer, Senior Vice President,
Secretary and General Counsel
|
Exhibit No.
|
Description
|
10.1
|
Side Letter dated as of June 17, 2019.
|
|
ABN AMRO CAPITAL USA LLC
100 Park Avenue
New York, NY 10017
|
1.
|
We refer to the credit agreement, dated as of June 7, 2018 (the “Credit Agreement”), made by and among (1) Seaways Shipping Corporation, as borrower (the “Borrower”), (2)
International Seaways, Inc. and Second Katsura Tanker Corporation, as initial guarantors (the “Guarantors”), (3) ABN AMRO Bank N.V., as
swap bank, and (4) ourselves, as mandated lead arranger, arranger, bookrunner, security trustee, facility agent (in such capacity, the “Facility
Agent”) and lender, in the total maximum amount of US$29,150,000 for the purposes set out therein.
|
2.
|
All capitalized terms not otherwise defined shall have the meanings given to them in the Credit Agreement.
|
3.
|
The parties have agreed that certain deposits at ABN AMRO Bank N.V. be counted toward the calculation of Cash Equivalents.
|
4.
|
The parties have therefore agreed that the following amendment be made to the Credit Agreement:
|
5.
|
The Facility Agent hereby confirms its agreement to the above amendment to the Credit Agreement which will be effective, as of the date first
mentioned above, once the Borrower and the Guarantors shall have confirmed their acknowledgment and agreement to the provisions of this Side Letter by counter-signing this Side Letter by duly authorized signatories acceptable to the Facility
Agent in all respects.
|
6.
|
The Facility Agent agrees, subject to the terms and conditions set forth in this Side Letter, to waive any Default or Event of Default that may
have occurred prior to the effectiveness of this Side Letter under Section 9.01(c) of the Credit Agreement solely due to the parties’ mutual understanding that time deposits made by the Borrower at ABN AMRO Bank N.V. would be counted toward
the calculation of Cash Equivalents in a manner not permitted under the Credit Agreement.
|
7.
|
The Borrower and the Guarantors undertake to make all reasonable commercial efforts to deliver to the Facility Agent, such other documents and
evidence in respect of the amendment referred to in paragraph 4 above as shall be required by the Facility Agent, in a form acceptable to the Facility Agent.
|
8.
|
The Credit Agreement shall be hereby amended (and deemed amended) in accordance with this Side Letter and the terms of the amendment referred to in
paragraph 4 above.
|
9.
|
This Side Letter is a Loan Document.
|
10.
|
Save as amended by this Side Letter, the provisions of the Credit Agreement shall continue in full force and effect and the Credit Agreement and
this Side Letter shall be read and construed together as one instrument.
|
11.
|
From and after the date first above written, all references in the Credit Agreement to “this Agreement” (or words or phrases of a similar meaning)
shall be deemed to be references to the Credit Agreement as amended by this Side Letter unless the context otherwise specifically requires.
|
12.
|
This Side Letter and any non-contractual obligations in connection with it are governed by, and shall be construed in accordance with, New York
law.
|
By:
|
/s/Amit Wynalda
|
/s/Maria Rodriguez
|
Name:
|
Amit Wynalda
|
Maria Rodriguez
|
Title:
|
Executive Director
|
Director
|
Date:
|
June 24, 2019
|
June 24, 2019
|
By:
|
/s/Jeffrey D. Pribor
|
Name:
|
Jeffrey D. Pribor
|
Title:
|
Senior Vice President and Treasurer
|
Date:
|
June 17, 2019
|
By:
|
/s/Jeffrey D. Pribor
|
Name:
|
Jeffrey D. Pribor
|
Title:
|
Senior Vice President, CFO and Treasurer
|
Date:
|
June 17, 2019
|
By:
|
/s/Jeffrey D. Pribor
|
Name:
|
Jeffrey D. Pribor
|
Title:
|
Senior Vice President and Treasurer
|
Date:
|
June 17, 2019
|