except in accordance with the provisions
of Section 11.02 of the Credit Agreement.
(b)
To the extent any provision of this First Amendment is prohibited
by or invalid under the applicable law of any jurisdiction, such provision shall
be ineffective only to the extent of such prohibition or invalidity and only in
such jurisdiction, without prohibiting or invalidating such provision in any
other jurisdiction or the remaining provisions of this First Amendment in any
jurisdiction.
SECTION 9.
Governing Law; Waiver of Jury Trial; Jurisdiction. THIS
FIRST AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING
TO THIS FIRST AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE
STATE OF NEW YORK. The provisions of Sections 11.09(b), 11.09(c), 11.09(d) and
11.10 of the Credit Agreement as amended by this First Amendment are
incorporated herein by reference, mutatis mutandis.
7
SECTION 10.
Headings. Section headings in this First Amendment are
included herein for convenience of reference only, are not part of this First
Amendment and are not to affect the construction of, or to be taken into
consideration in interpreting, this First Amendment.
SECTION 11.
Counterparts. This First Amendment may be executed by one or
more of the parties hereto on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. Signatures delivered by facsimile or PDF or other electronic means
shall have the same force and effect as manual signatures delivered in person.
[Remainder of page intentionally left blank.]
8
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
HOLDINGS:
INTERNATIONAL SEAWAYS, INC.
By: /s/ Lois K. Zabrocky
Name: Lois K. Zabrocky
Title: President and Chief
Executive Officer
BORROWERS:
INTERNATIONAL SEAWAYS OPERATING CORPORATION
By: /s/ Lois K. Zabrocky
Name: Lois K. Zabrocky
Title: President
OIN DELAWARE LLC
By: /s/ Lois K. Zabrocky
Name: Lois K. Zabrocky
Title: Manager
GUARANTORS:
1372 TANKER CORPORATION
AFRICA TANKER CORPORATION
ALCESMAR LIMITED
ALCMAR LIMITED
AMALIA PRODUCT CORPORATION
AMBERMAR
PRODUCT CARRIER CORPORATION
ANDROMAR LIMITED
ANTIGMAR LIMITED
ARIADMAR
LIMITED
ATALMAR LIMITED
ATHENS PRODUCT TANKER CORPORATION
AURORA SHIPPING
CORPORATION
BATANGAS TANKER CORPORATION
CABO HELLAS LIMITED
CABO SOUNION
LIMITED
CARIBBEAN TANKER CORPORATION
CARL PRODUCT CORPORATION
CONCEPT
TANKER CORPORATION
DELTA AFRAMAX CORPORATION
EIGHTH AFRAMAX TANKER
CORPORATION
EPSILON AFRAMAX CORPORATION,
FIRST UNION TANKER CORPORATION
FRONT PRESIDENT INC.
GOLDMAR LIMITED
HATTERAS TANKER CORPORATION
JADEMAR
LIMITED
KATSURA TANKER CORPORATION
KIMOLOS TANKER CORPORATION
KYTHNOS
CHARTERING CORPORATION
LEYTE PRODUCT TANKER CORPORATION
LUXMAR PRODUCT
TANKER CORPORATION
MAJESTIC TANKERS CORPORATION
MAPLE TANKER CORPORATION
MAREMAR PRODUCT TANKER CORPORATION
MILOS PRODUCT TANKER CORPORATION
MINDANAO
TANKER CORPORATION
By: /s/ Lois K. Zabrocky
Name: Lois K. Zabrocky
Title: President
MONTAUK TANKER CORPORATION
OAK TANKER CORPORATION
OCEANIA TANKER
CORPORATION
OIN CHARTERING, INC.
OSG CLEAN PRODUCTS INTERNATIONAL, INC.
OVERSEAS