ADDENDUM NO. 1 TO THE OVERALL AGREEMENT DATED 14 FEBRUARY 2014 This Addendum is made this 5th day of March 2014 BETWEEN:
Exhibit 10.14
Execution Version
ADDENDUM NO. 1 TO THE OVERALL AGREEMENT DATED 14 FEBRUARY 2014
This Addendum is made this 5th day of March 2014
BETWEEN:
1. | The Original Buyers as set out and defined in Schedule 1 of the Agreement (as defined below); |
2. | The New Buyers as set out and defined in Schedule 2 of the Agreement (as defined below); |
3. | Metrostar Management Corp., a corporation incorporated and registered in Liberia and having its registered office at 00 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx, (“Metrostar”); and |
4. | Diamond S Shipping Group, Inc., a company incorporated and registered in the Xxxxxxxx Islands, and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Xxxxxxx, XX 00000 (“DSM”), |
each a “Party”, and together the “Parties”
WHEREAS
A. | The Parties entered into an overall agreement dated 14 February 2014 (“Agreement”) pursuant to which, inter alia, the Parties have agreed the terms and conditions upon which certain shipbuilding contracts shall be novated from the Original Buyers to the New Buyers. |
B. | The Parties have agreed to make certain amendments to the Agreement upon and subject to the terms and conditions set out herein. |
Now therefore for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by the Parties, the Parties agree as follows:
1. | Unless otherwise defined herein, or the context otherwise required, terms defined in the Agreement shall have the same meaning when used herein. |
2. | As and with effect from the date of this Addendum the Agreement shall be amended as follows: |
a. | Clause 5.2 (v) (Effective Time Notice) shall be deleted in full and replaced with: |
Quote:
(v) Intentionally Blank.
Unquote.
b. | Clause 9.2 (d) shall be deleted in full and replaced with the following: |
Quote:
(d) the document set out at Schedule 10 (Text of Plan Approval Extras) is a correct and complete copy of the full text of the Plan Approval Extras in relation to each Hull save that in such Schedule :
i) in the table headed “Steel Outfitting Design Part”; Line 1 (ONE(1) SET WINCH FOR S.P.M & E.T.S IS ADDED AND IS RE-DESIGN THE DRUM OF WINDLASS BY OWNER REQUIPEMENT/$50,000) applies to Hull S-5130 only; and
ii) in the table headed “Steel Outfitting Design Part”; Line 2 (ONE(1) SET WINCH FOR S.P.M & E.T.S IS ADDED AND IS RE-DESIGN THE DRUM OF WINDLASS BY OWNER REQUIPEMENT/$33,000) only applies to the following Hulls: Hull X-0000, Xxxx X-0000, Xxxx X-0000, Xxxx X-0000, Xxxx X-0000, Xxxx X-0000, Xxxx X-0000, Xxxx S-1183, and Hull S-1184.
Unquote.
c. | Schedule 7 (Plan Approval Extras and Plan Approval Extras Costs) of the Agreement shall be deleted in full and replaced with Schedule 1 (Plan Approval Extras and Plan Approval Extras Costs) of this Addendum. |
d. | Schedule 10 (Text of Plan Approval Extras) of the Agreement shall be deleted in full and replaced with Schedule 2 (Text of Plan Approval Extras) of this Addendum. |
e. | In recital 2 of schedule 2 (Supplemental Letter) of each of the pro-forma novation agreements, as annexes 1 to 10 (inclusive) of the Agreement, after the words “dated [•] 2014” and before the term (“Deed of Novation”)”, the following words shall be inserted: |
Quote:
as amended and supplemented from time to time,
Unquote.
f. | In paragraph 3 of schedule 6 (Notice of Assignment) of each of the pro-forma novation agreements, as annexes 1 to 10 (inclusive) of the Agreement, after the words “dated [•] 2014” and before the term “(the “Novation Agreement”)”, the following words shall be inserted: |
Quote:
as amended and supplemented from time to time,
Unquote
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g. | In the definition of “Overall Agreement” in each of the pro-forma novation agreements, as annexes 1 to 10 (inclusive) of the Agreement, after the words “dated [•] 2014” and before the words “between, inter alios,”, the following words shall be inserted: |
Quote:
as amended and supplemented from time to time,
Unquote
h. | Annex 14 (Outstanding Due Diligence Items) shall be deleted in full. |
3. | Schedule 4, Part B (Plan Approval Extras) of the pro-forma novation agreements, as set out at annexes 1 to 10 (inclusive) of the Agreement, and as referred to in the definition of the SBC Novation Agreement for each Hull, shall be read and construed so as to incorporate the Plan Approval Extras Costs for the relevant Hull as set out in Schedule 1 of this Addendum. |
4. | Each of the Parties hereby represents and warrants to the other Party that its execution of this Addendum has been duly authorised and this Addendum constitutes its legal and valid obligations binding on it in accordance with the terms hereof. |
5. | This Addendum shall be an integral part of the Agreement and shall be an amendment and supplement thereto and as and with effect from the date hereof the Agreement shall be read and construed subject to and in accordance with the terms of this Addendum. All other terms and/or conditions of the Agreement, save those altered and changed pursuant to this Addendum, shall remain unaltered and in full force and effect. |
6. | This Addendum may be entered into in the form of counterparts executed by one or more of the Parties and provided all the Parties shall so execute this Addendum, each of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken together, they shall constitute one instrument. A signed copy received by fax or as a “.pdf” file shall be deemed to be an original. |
7. | This Addendum, including any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of England. Any dispute arising out of or in connection with this Addendum between the parties hereto shall be resolved in accordance with clause 17 of the Agreement. |
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SCHEDULE 1
PLAN APPROVAL EXTRAS AND PLAN APPROVAL
EXTRAS COSTS
(1) | (2) | (3) | |||
Hull | Plan Approval Extras | Plan
Approval Extras Cost |
|||
Hull No. S-5130 | Extra & Credit Cost Items List dated 17 February 2014 |
243,654 | |||
Hull No. S-5131 | Extra & Credit Cost Items List dated 17 February 2014 |
226,654 | |||
Hull No. S-5132 | Extra & Credit Cost Items List dated 17 February 2014 |
226,654 | |||
Hull No. S-5133 | Extra & Credit Cost Items List dated 17 February 2014 |
226,654 | |||
Hull No. S-5134 | Extra & Credit Cost Items List dated 17 February 2014 |
226,654 | |||
Hull No. S-5135 | Extra & Credit Cost Items List dated 17 February 2014 |
226,654 | |||
Hull No. S-1177 | Extra & Credit Cost Items List dated 17 February 2014 |
226,654 | |||
Hull No. S-1178 | Extra & Credit Cost Items List dated 17 February 2014 |
226,654 | |||
Hull No. S-1183 | Extra & Credit Cost Items List dated 17 February 2014 |
226,654 | |||
Hull No. S-1184 | Extra & Credit Cost Items List dated 17 February 2014 |
226,654 |
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SCHEDULE 2
TEXT OF PLAN APPROVAL EXTRAS
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EXTRA & CREDIT COST
Hull No. S5130~S5135 & S1177/78/83/84 for METROSTAR MANAGEMENT CORP., 50.3K Product Oil/Chemical Tanker
The extra & credit cost have been discussed with Buyer and Builder since on February 17th, 2014
THE BUYER | THE BUILDER | |
Xx. Xxxxxxxxx Xxxxxxxx / METROSTAR MANAGEMENT CORP. | Mr. C.H. Song/Technical Director /s/ C.H. Song | |
Xx. X.X. Xxxx/Project coordinator for design /s/ K.T. Park | ||
Xx. X.X. Xxx/Basic design Part /s/ X.X. Xxx | ||
Xx. X.X. Xxx/Xxxx Structure design Part /s/ X.X. Xxx | ||
/s/ Xxxxxxxxx Xxxxxxxx | Xx. X.X. Xxxx/ Xxxx outfitting design Part /s/ S.Y. Park | |
Xxxxxxxxx Xxxxxxxx | Mr. K.B. Kang/ Hull piping design Part /s/ K.B. Kang | |
Technical Director | Xx. X.X. Xxxx/Machinery design Part /s/ X.X. Xxxx | |
METROSTAR MANAGEMENT CORP. | Mr. Y.K. Son/ Electric design Part /s/ W.K. Son |
Total 4 sheets with cover
February 17th, 2014
SHIPBUILDING CO.,LTD. |
S5130's The list of all extra items |
MACHINERY DESIGN PART | ||||||||||||||
NO. | SUBJECT | EXTRA | CREDIT | REMARKS | ||||||||||
1 | HEATER - MODIFIED OUTLET TEMP. FOR H.F.O & L.O PURI. HEATER | $ | 2,500 | |||||||||||
0 | XXXXXXX XX XXXXXX XXX IN ENGINE ROOM | $ | 1,800 | |||||||||||
3 | APPLYING THE PARTIAL DECK AND LADDER & WALL & DOOR IN E/R STORE | $ | 4,100 | |||||||||||
TOTAL | $ | 8,400 | ||||||||||||
HULL STRUCTURE PART DESIGN PART | ||||||||||||||
1 | INCREASE THE INNER BOTTOM PLATE THICKNESS I.W.O M/E SEAT. | $ | 7,920 | |||||||||||
2 | REMOVE NO.1 CARGO HOLD AIR VENT TRUNK. | $ | 3,500 | |||||||||||
TOTAL | $ | 11,420 | ||||||||||||
ELECTRIC DESIGN PART | ||||||||||||||
1 | ADDED GENERATOR BEAR TEMP. SENSOR | $ | 1,100 | |||||||||||
2 | BMS MODEL CHANGE (III -> V MODEL) | $ | 5,500 | |||||||||||
3 | KYPA SHAFT POWER METER - THRUST OPTION WITH TWO ANALOG OUTPUT | $ | 5,000 | |||||||||||
4 | AMS - APPLICATION OF SSD | $ | 3,000 | |||||||||||
5 | PROVISION FOR SHIP PERFORMANCE SYS. | $ | 9,000 | |||||||||||
6 | APPLICATION OF FIRE DETECTION IN BATTERY ROOM | $ | 2,000 | |||||||||||
7 | ANEMOMETER TRANSMITTER TYPE CHANGE | $ | 1,000 | |||||||||||
8 | SPEEDLOG TYPE CHANGE (SINGLE AXIS -> DUAL AXIS) | $ | 37,000 | |||||||||||
9 | ECHOSOUNDER TRANSDUCER ADDED GATE VALVE | $ | 10,000 | |||||||||||
10 | S-BAND RADAR INTERFACE WITH VDR | $ | 3,000 | |||||||||||
11 | ADDED 2 MOTION SENSOR | $ | 1,100 | |||||||||||
12 | UHF TRANSCEIVER 3SETS CANCEL | $ | 2,700 | |||||||||||
TOTAL | $ | 77,700 | $ | 2,700 |
HULL PIPING DESIGN PART | ||||||||||||||
1 | Additional portable cargo connection with 100A pipe and Blind flange except spectacle flang for only each cargo pump side, (except slop and residue pump side) | $ | 12,400 | |||||||||||
2 | Arrange inert gas supply line after deck water seal to be schedule 80 instead of schedule 40. | $ | 15,000 | |||||||||||
3 | Arrange separate pilot & release CO2 system for the purifier room. | $ | 5,500 | |||||||||||
4 | Provide scuppers from deck to lead to xxxxxxxxx draft water line. | $ | 3,800 | |||||||||||
5 | Coupling bolts for spare and Applying red xxxx for discharge / suction pressure gauge. | $ | 500 | |||||||||||
6 | Provide pressure gauge for ballast eductor driving/suction/discharge | $ | 3,600 | |||||||||||
7 | Delete of insulation for steam and condensate line on upper deck including in deck store. | $ | 14,000 | |||||||||||
TOTAL | $ | 40,800 | $ | 14,000 | ||||||||||
PURCHASING PART | ||||||||||||||
1 | MAKER SELECTION FOR P/V VALVE (TANKTECH -> PRES VAC) | $ | 8,560 | |||||||||||
2 | MAKER SELECTION FOR CARGO/SLOP TANK LEVEL GAUGE (HANLA -> MUSSASINO) | $ | 15,771 | |||||||||||
3 | MAKER SELECTION FOR VALVE REMOTE CONTROL SYSTEM (HANLA -> SCANA) | $ | 4,000 | |||||||||||
4 | MAKER SELECTION FOR ENGINE ROOM PUMP (SHIN SHIN -> SHINKO) | $ | 29,751 | |||||||||||
5 | MAKER SELECTION FOR PURIFIER (SAMGONG -> WESTFALIA) | $ | 3,210 | |||||||||||
6 | MAKER SELECTION FOR FRESH WATER GENERATOR (ILSEUNG-> SASAKURA) | $ | 7,139 | |||||||||||
7 | MAKER SELECTION FOR BILGE SEPARATOR (GEORIM -> JOWA KOREA) | $ | 3,576 | |||||||||||
8 | MAKER SELECTION FOR PLATE TYPE COOLER (MYTEC -> GEA) | $ | 6,238 | |||||||||||
9 | MAKER SELECTION FOR F.O SUPPLY UNIT (PSE -> ALFA LAVAL) | $ | 22,429 | |||||||||||
TOTAL | $ | 100,674 | ||||||||||||
ACCOMMODATION DESIGN PART | ||||||||||||||
1 | SEVENTEEN(17) TEA TABLES IN XXXXX OFFICER & CREW CLASS | $ | 2,100 | |||||||||||
2 | ONE(1) SIDE BOARD CERW’S MESS RM. | $ | 1,100 | |||||||||||
3 | PANORAMIC WINDOW, FILE CABINET, TEA TABLE | $ | 2,100 | |||||||||||
4 | ADDITIONAL GALLEY EQUIPMENT & CATERING FURNITURE | $ | 2,500 | |||||||||||
TOTAL | $ | 7,800 |
BASIC DESIGN PART | ||||||||||||
1 | Delete FEED WATER TANK | $ | 3,000 | Kick off meeting of OCT. 15~17, 2013 | ||||||||
2 | Delete AIR LOCK TRUNK & WATER TIGHT DOOR between E/R and S/G RM. | $ | 7,000 | Kick off meeting of OCT. 15~17, 2013 | ||||||||
TOTAL | $ | 10,000 | ||||||||||
STEEL OUTFITTING DESIGN PART | ||||||||||||
1 | ONE(l) SET WINCH FOR S.P.M & E.T.S IS ADDED AND IS RE-DESIGN THE DRUM OF WINDLASS BY OWNER REQUIPEMENT | $ | 50,000 | Only 5130 | ||||||||
2 | ONE(1) SET WINCH FOR S.P.M & E.T.S IS ADDED AND IS RE-DESIGN THE DRUM OF WINDLASS BY OWNER REQUIPEMENT | $ | 33,000 | S5131's | ||||||||
3 | DECREASE OF CLOSED CHOCK FROM 24EA TO 18EA ACCORDING TO CONTRACT SPEC. | $ | 5,500 | |||||||||
4 | WHARF LADDER TYPE CHANGE BY OWNER REQUIPMENT | $ | 1,900 | |||||||||
TOTAL | $ | 51,900 | $ | 5,500 | Only S5130 | |||||||
TOTAL | $ | 34,900 | $ | 5,500 | S5131's | |||||||
TOTAL(ALL PART) | $ | 287,274 | $ | 43,620 | Only S5130 | |||||||
TOTAL(ALL PART) | $ | 270,274 | $ | 43,620 | S5131’s |
IN WITNESS WHEREOF the Parties have caused this Addendum to be duly executed by their duly authorised officers and/or attorneys-in-fact on the day and year first above written.
Signed by: | |
/s/ Xxxxxxxxx Xxxxxxxxxx | |
Xxxxxxxxx Xxxxxxxxxx | |
President/Director | |
For and on behalf of | |
METROSTAR MANAGEMENT CORP. | |
Signed by: | |
/s/ Xxxxxxx Kougellis | |
Xxxxxxx Kougellis | |
Authorised Signatory | |
For and on behalf of | |
ALSAFI NAVIGATION CO. | |
Signed by: | |
/s/ Xxxxxxx Kougellis | |
Xxxxxxx Kougellis | |
Authorised Signatory | |
For and on behalf of | |
CARINA SHIPPING & TRADING S.A. | |
Signed by: | |
/s/ Xxxxxxx Kougellis | |
Xxxxxxx Kougellis | |
Authorised Signatory | |
For and on behalf of | |
DRACONIS MARITIME CO. S.A. | |
Signed by: | |
/s/ Xxxxxxx Kougellis | |
Xxxxxxx Kougellis | |
Authorised Signatory | |
For and on behalf of | |
LACERTA MARINE S.A. | |
Signed by: | |
/s/ Xxxxxxx Kougellis | |
Xxxxxxx Kougellis | |
Authorised Signatory | |
For and on behalf of | |
LYRA MARITIME COMPANY |
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Signed by: | |
/s/ Xxxxxxx Kougellis | |
Xxxxxxx Kougellis | |
Authorised Signatory | |
For and on behalf of | |
PAVONIS MARINE LIMITED | |
Signed by: | |
/s/ Xxxxxxx Kougellis | |
Xxxxxxx Kougellis | |
Authorised Signatory | |
For and on behalf of | |
POLARIS SHIPHOLDING CORP. | |
Signed by: | |
/s/ Xxxxxxx Kougellis | |
Xxxxxxx Kougellis | |
Authorised Signatory | |
For and on behalf of | |
SIGNUS TRADING CO. LTD. | |
Signed by: | |
/s/ Xxxxxxx Kougellis | |
Xxxxxxx Kougellis | |
Authorised Signatory | |
For and on behalf of | |
VULPECULA SHIPPING COMPANY | |
Signed by: | |
/s/ Xxxxxxx Kougellis | |
Xxxxxxx Kougellis | |
Authorised Signatory | |
For and on behalf of | |
TAYGETA CORPORATION | |
Signed by: | |
/s/ Xxxxxx Xxxxxxxx | |
Xxxxxx Xxxxxxxx C.O.O. | |
For and on behalf of | |
DIAMOND S SHIPPING GROUP, INC. |
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Signed by: | |
/s/ Xxxxxx Xxxxxxxx | |
Xxxxxx Xxxxxxxx, | |
Manager | |
For and on behalf of | |
SPP 1 LLC | |
Signed by: | |
/s/ Xxxxxx Xxxxxxxx | |
Xxxxxx Xxxxxxxx, | |
Manager | |
For and on behalf of | |
SPP 2 LLC | |
Signed by: | |
/s/ Xxxxxx Xxxxxxxx | |
Xxxxxx Xxxxxxxx, | |
Manager | |
For and on behalf of | |
SPP 3 LLC | |
Signed by: | |
/s/ Xxxxxx Xxxxxxxx | |
Xxxxxx Xxxxxxxx, | |
Manager | |
For and on behalf of | |
SPP 4 LLC | |
Signed by: | |
/s/ Xxxxxx Xxxxxxxx | |
Xxxxxx Xxxxxxxx, | |
Manager | |
For and on behalf of | |
SPP 5 LLC | |
Signed by: | |
/s/ Xxxxxx Xxxxxxxx | |
Xxxxxx Xxxxxxxx, | |
Manager | |
For and on behalf of | |
SPP 6 LLC |
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Signed by: | |
/s/ Xxxxxx Xxxxxxxx | |
Xxxxxx Xxxxxxxx, | |
Manager | |
For and on behalf of | |
SPP 7 LLC | |
Signed by: | |
/s/ Xxxxxx Xxxxxxxx | |
Xxxxxx Xxxxxxxx, | |
Manager | |
For and on behalf of | |
SPP 8 LLC | |
Signed by: | |
/s/ Xxxxxx Xxxxxxxx | |
Xxxxxx Xxxxxxxx, | |
Manager | |
For and on behalf of | |
SPP 9 LLC | |
Signed by: | |
/s/ Xxxxxx Xxxxxxxx | |
Xxxxxx Xxxxxxxx, | |
Manager | |
For and on behalf of | |
SPP 10 LLC |
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