Exhibit 4.4
MANAGEMENT AGREEMENT
This Restated Management Agreement is made as of the 30th day
of June, 2004, (restatement of the Management Agreement dated September 19,
1995,) made by and between NORDIC AMERICAN TANKER SHIPPING LIMITED, a company
organized and existing under the laws of Bermuda (the "Company"), and Scandic
American Shipping Ltd., a company organized and existing under the laws of
Bermuda ("Scandic").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company is engaged in the business of acquiring, owning
and chartering vessels; and
WHEREAS, Scandic has expertise in the shipping industry and in the
financing of vessels generally; and
WHEREAS, the Company has requested Scandic, and Scandic has agreed, to
provide services to the Company and any subsidiary of the Company in connection
with the management and administration of the business of the Company and any
subsidiary of the Company.
NOW, THEREFORE, the parties hereby agree as follows:
1. Services.
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1.1. During the term hereof (as provided in Section 2 of this
Agreement), Scandic shall provide the following services to the Company and any
subsidiary of the Company subject, always, to the objectives and policies of the
Company as established from time to time by the Company's Board of Directors
(the "Board"):
(a) the presentation, negotiation and settlement of any claim, demand
or petition on behalf of the Company and/or any subsidiary with respect to any
agreements to which it is a party including, without limitation, the pursuit by
the Company of any rights of indemnification or reimbursement under any such
agreements;
(b) the prosecution or defense of other claims arising in connection
with the business of the Company and/or any subsidiary and any disclosure
documents that it distributes or files;
(c) the provision of the services of such officers and other staff of
suitable skills and experience as may be necessary to properly perform the
services referred to herein;
(d) the provision of office equipment and the use of accounting or
computing equipment when required;
(e) keeping all such books and records of things done and transactions
performed on behalf of the Company and any subsidiary as the Board may require
from time to time, including liaising with the Company and any subsidiary's
auditors, lawyers and other professionals;
(f) from time to time or at any time as requested by the Board,
reporting to the Board concerning the performance of the foregoing services and
the performance of the parties to the agreements to which the Company and/or any
subsidiary is a party and furnishing advice and recommendations with respect to
all aspects of the business affairs of the Company and any subsidiary;
(g) assisting the Company to comply with the requirements of all
applicable securities laws, including the Securities Act of 1933 and the
Securities Exchange Act of 1934;
(h) maintenance of the Company and any subsidiary's general ledger,
reconciliation of the Company and any subsidiary's bank accounts, preparation of
the Company and any subsidiary's periodic financial statements, including those
required for Securities and Exchange Commission ("SEC"), Bermuda and other
governmental and regulatory or self-regulatory agency filings and reports to
shareholders, and provision of related data processing services;
(i) assistance in maintaining records of shareholder ownership and
transfer records through an independent registrar and transfer agent;
(j) assistance in preparation of registration statements and reports
required to be filed with the SEC and other governmental agencies, including
periodic reports on Forms 20-F and 6-K, registration statements on Form F-3, F-4
or F-8 as well as annual and quarterly reports to shareholders;
(k) assisting the Company and any subsidiary with the formulation of
business projects, including acquisitions, dispositions and combinations;
(l) assistance in obtaining such insurance which the Company and/or
any subsidiary determines to procure;
(m) as agent only on behalf of the Company and any subsidiary,
supervising the commercial trading of the vessels that the Company or any
subsidiary of the Company owns or may acquire in the future (the Vessels) and
the conclusion of all charter parties, contracts of affreightment, negotiation
and consecutive voyage charter parties, and other contracts of employment in
respect thereof;
(n) negotiating and collecting offers for the refinancing of the
Company's credit agreement, selecting the most competitive bids and presenting
the Company with a proposal for refinancing the Vessels, subject to the relevant
Board's final determination on any refinancing;
(o) being responsible for all communication and contact between the
Company and/or any subsidiary and its lenders and banks that provide financing
and other services to the Company and/or any subsidiary and ensuring, to the
best of its abilities (without taking any responsibility for the Company's
ability to meet its obligations), that the Company and any subsidiary observes
and complies with all its obligations in and towards the lenders;
(p) procuring and supervising, as agent only on behalf of the Company
and any subsidiary, the following services rendered by or in cooperation with
one or more Technical Managers (as defined below):
(i) conducting all operation/performance of the Vessels,
including but not limited to all matters with respect to voyages,
cargoes and persons to be carried, and procuring or providing all
services incident thereto including, but not limited to, cargo
handling, port activities (including pilotage, towing, wharfage
and dockage), bunkering, stevedoring, canal transits, services of
agents, brokers and consultants and arranging for payment of all
expenses in respect of the foregoing as necessary for the
operation of the Vessels;
(ii) issuing or causing to be issued all necessary shipping
documents;
(iii) executing voyage schedules, routing, loading and
discharging;
(iv) handling all post-fixture claims and arranging for all
collections arising out of the operation of the Vessels,
including the collection and handling of all freight and/or hire
payments, demurrage and dispatch; and
(v) arranging for the entry and clearance of the Vessels and for
berth and terminal facilities when necessary.
(q) As agent only on behalf of the Company and/or any subsidiary,
supervising the technical operation of the Vessels and having the power in its
name or in the name of the Company, without the need for any further formal
power of attorney, to do and perform all acts, deeds, matters and things which
may be necessary or expedient for the supervision, performance or provision of
all or any of such services or ancillary thereto or otherwise in relation to the
proper and efficient operation of the Vessels, including (but not limited to)
the following:
(i) providing the technical ship managers (the "Technical
Managers") appointed by Scandic with appropriate instructions;
(ii) providing an insurance arrangement for the Vessels including
a budget and allowing the Company and any subsidiary to enter the
Vessels into Scandic's long-term H&M and LoH program and its War
Scheme provided they are competitive. Such coverage shall include
H&M, LoH, War, P&I, Excess Oil, Defense and to the extent
required by its lenders, MII including AP;
(iii) entering the Vessels in protection and indemnity, defense
and other such clubs or associations and all matters pertaining
thereto;
(iv) handling and settling all insurance, particular and general
average, salvage and other claims in connection with the Vessels
and all matters pertaining thereto; provided, however, that no
individual claim exceeds USD300,000. Scandic shall not commence
legal proceedings without the approval of the Company and/or any
relevant subsidiary;
(v) performing or causing to be performed all necessary services
in connection with salvage and general average in respect of the
Vessels;
(vi) keeping the Company and any subsidiary advised with respect
to the operation of the Vessels and the performance of the
services hereunder;
(vii) deciding on standards of ship operation with the approval
of the Company and/or any subsidiary and instructing the
Technical Managers when requirements are outside such standards;
(viii) by regular visits (at least annually) onboard the Vessels,
verifying the Vessels' technical condition and memorializing such
visits in reports and - where appropriate - taking necessary
actions with respect to instructions to the Technical Manager,
and visiting the Vessels on passages or in ports in order to
attend onboard at loading or discharge operation where
appropriate;
(ix) in co-operation with the Technical Managers:
(A) following up and pursuing the development of planning
regarding oil spill actions and other safety routines;
(B) verifying that all actions, instructions and training
in respect of the Vessels' safety have been carried
through diligently, and
(C) arranging for oil spill contingency plans and taking
all actions provided for in the US Oil Pollution Act of
1990 including, but not limited to, appointing and
liaising with the "Qualified Individual" required and
to enter into necessary agreements with clean-up
contractors in the US and other relevant countries.
(x) procuring and supervising the following services rendered by
or in co-operation with the Technical Managers:
(A) keeping books, records and accounts relating to the
activities and business of the Vessels in such form as
may be required by the Company and any subsidiary; and
(B) procuring dry-docking plans and negotiating with
shipyards in relation to major repairs and dry-dockings
and attending and supervising all such works.
(xi) procuring that the Technical Manager applies for and
maintains, as operator of the Vessel, a Certificate of Financial
Responsibility under ss.138.30(b) of the Regulations of the
United States Coast Guard under the Oil Pollution Act of 1990 and
filing periodic submissions in connection therewith. In
connection with such applications, the Technical Manager may
obtain a financial guarantee from any entity selected by Scandic
in consultation with the Company and /or any relevant subsidiary;
(xii) on behalf of the Company and/or any subsidiary, supervising
the services to be provided by the Technical Managers in relation
to the overall accounting for the Company and any subsidiary and
ensuring in cooperation with the Company and/or any subsidiary
that the Board of the Company or any subsidiary is provided with:
(A) an annual budget of the Company and/or any subsidiary's
operating costs delivered to the Company and/or any
subsidiary by November 30 of the preceding year, with
deviations from the budget being disclosed and
explaining in the annual report, deviations greater
than USD300,000 (per Vessel, per incident) that must be
approved by the Company and/or any subsidiary;
(B) annual report of all bonuses, rebates or similarly
negotiated benefit received;
(C) such other budgets and projections as the Company
and/or any subsidiary shall request from time to time;
(D) quarterly statements of the Company and any
subsidiary's overall operating costs and the Vessels'
operating costs to be delivered within 40 days of the
end of such quarter;
(E) annual reports for the Company and any subsidiary;
(F) periodic reports regarding Scandic's and various other
brokers' analyses of the shipping market;
(G) such other accounts, reports (including voyage reports)
and budget follow-ups as the Company and/or subsidiary
shall reasonably require from time to time.
(r) such other services as the Company and/or any subsidiary may
request and Scandic may agree to provide from time to time.
1.2. During the term hereof, Scandic shall do all in its power to
maintain the existing business of the Company and shall at all times and in all
respects conform to and comply with the lawful directions, regulations and
recommendations made by the Board and in the absence of any specific directions,
regulations and recommendations as aforesaid and subject to the terms and
conditions of this Agreement shall provide general administrative and advisory
services in connection with the management of the business of the Company and
any subsidiary; provided, however, that the parties recognize that Scandic
conducts its own business and shall not be required to devote itself exclusively
to the affairs of the Company and any subsidiary of the Company but only to such
an extent as may be required in order to perform its duties satisfactorily under
this Agreement. Scandic shall be free to act for and represent any other person,
firm, corporation, company or other entity throughout the world without the
consent of the Company or any subsidiary of the Company whether or not the said
person, firm, corporation, company or other entity is engaged in business in
competition with the Company.
1.3. Notwithstanding anything to the contrary contained in this
Agreement, any and all decisions of a material nature shall be reserved to the
Company and/or any subsidiary of the Company and its or theirs Board of
Directors, such decisions including, but not limited to:
(a) Purchase and/or sale of a Vessel or other asset of a material
nature;
(b) chartering in of tonnage for periods exceeding twelve months;
(c) employment of any Vessel for periods in excess of twelve
consecutive months;
(d) entry into loans and any and all financial undertakings and
commitments connected therewith;
(e) entry into and/or termination or amendments of any contractual
relationships; and
(f) offerings whether public or private of securities or any nature.
2. Term.
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The term of this Agreement shall commence on June 30, 2004 and shall
terminate on June 30, 2014, unless earlier terminated pursuant to Section 6
hereof or unless extended by the parties following mutual agreement.
3. Fees and Expenses.
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(a) In consideration for Scandic's providing the services to the
Company specified in this Agreement, the Company shall pay Scandic a fee at the
annual rate of Xxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars (USD100,000) per annum
(the "Fee") and cover Scandic`s reasonable costs incurred to perform the
abovementioned services (the "Costs"). The Fee shall be paid quarterly in
advance, on each January 1, April 1, July 1 and October 1. The Costs shall be
paid monthly in advance through a monthly cash call procedure to be agreed
between the parties.
(b) Scandic shall not be liable to pay, and the Company shall promptly
reimburse to Scandic any expenses advanced by Scandic on the Company's behalf,
against presentation of proper documentation, such expenses to include (i) all
expenses, including attorneys' fees and expenses, incurred on behalf of the
Company in connection with (A) any claim or litigation commenced by or against
the Company, (B) any claim or investigation by any governmental, regulatory or
self-regulatory authority involving the Company, (ii) all premiums for insurance
of any nature, including directors' and officers' liability insurance and
general liability insurance, (iii) all costs in connection with the offer or
sale of any securities, (iv) brokerage commissions payable by the Company on
gross charter hire received in connection with the Charters, (v) directors' fees
and meeting expenses; (vi) third-party public relations services; (vii)
registrars' fees'; (viii) audit fees; (ix) legal fees and other professional
fees and expenses; (x) company franchise fees; and (xi) other expenses approved
by the Board of the Company.
(c) All travel expenses, as well as all costs for the services
rendered by external contractors/subcontractors shall be invoiced separately.
For the avoidance of doubt, any remuneration to the Technical Managers for their
technical services and to the Technical Managers for their accounting services
shall be paid directly by the Company or relevant Subsidiary to the relevant
Technical Manager.
(d) Expenses covered under (b) and (c) above may alternatively be
included in the monthly cash calls from Scandic to the Company mentioned under
(a) above..
4. Relationship of the Parties.
----------------------------
(a) The Company acknowledges that Scandic shall have no responsibility
hereunder, direct or indirect, with regard to the formulation or implementation
of the business plans, policies, management or strategies (financial, tax, legal
or otherwise) of the Company, all of which are solely the responsibility of the
Company. The Company shall set corporate policy independently through its own
Board of Directors and nothing contained herein shall be construed to relieve
the directors or officers of the Company from the performance of their
respective duties or to limit the exercise of their powers.
(b) Without limiting the foregoing, Scandic shall have no liability to
the Company and any subsidiary for errors of judgment or for any act or
omission, negligent, tortious or otherwise, unless such act or omission on the
part of Scandic constitutes negligence or willful misconduct.
(c) The Company hereby agrees to defend, indemnify and save Scandic
and its affiliates (other than the Company and any subsidiaries), officers,
directors, employees and agents harmless from and against any and all loss,
claim, damage, liability, cost or expense, including reasonable attorneys' fees,
incurred by Scandic or any such affiliates based upon a claim by or liability to
a third party arising out of the operation of the Company and/or any
subsidiary's business, unless due to the negligence or willful misconduct of
Scandic or such affiliates. The Company and/or any subsidiary shall have the
right, upon notice to Scandic, to undertake the defense of Scandic by counsel
chosen by the Company in connection with any such claim or liability and shall
pay the fees and disbursements of such counsel; provided, however, that such
counsel is not reasonably objected to by Scandic.
(d) In all activities under this Agreement Scandic shall be an
independent contractor. Nothing in this Agreement shall be deemed to make
Scandic, or any of its subsidiaries or employees, the agent, employee, joint
venturer or partner of the Company and/or any subsidiary or create in Scandic
the right or authority to incur any obligation on behalf of the Company and/or
any subsidiary or to bind the Company and/or any subsidiary in any way
whatsoever, except as may be expressly provided in this Agreement.
(e) The provisions of Section 3(b) and this Section 4 shall survive
any termination of this Agreement.
5. Expiration of Charters.
-----------------------
(a) The charters for the Company's original three Vessels will expire
in September/October 2004.
(b) Scandic shall attempt to recharter the original three Vessels on
an arms-length basis upon such terms as Scandic in its discretion, deems
appropriate, subject to the Board's approval. Scandic shall receive a commission
equal to 1.25% of the gross freight earned on the rechartering of the Vessel in
the spot market or from any time or other period charter employment for such
Vessels and any additional Vessels that the Company and/or any subsidiary of the
Company may own, acquire or control from time to time, including any time
charter, bareboat charter, voyage charter, contract of affreightment or pool
participation. In either such case, Scandic may utilize the services of brokers
and lawyers, and enter into such compensation arrangements with them, subject to
the relevant Board's approval, as Scandic shall deem appropriate.
6. Termination.
------------
The Company may terminate this Agreement as follows:
(a) In the event that:
(i) Scandic commits any material breach of or omits to observe any of
the material obligations or undertakings expressed to be assumed by it under
this Agreement and, such breach or omission, if capable of remedy, is not
remedied to the satisfaction of the Company within thirty (30) days' notice by
the Company of such material breach or omission and requiring action to remedy
the same; or
(ii) any material consent, authorization, license or approval of, or
registration with or declaration to, governmental or public bodies or
authorities or courts required by Scandic to authorize, or required by Scandic
in connection with, the execution, delivery, validity, enforceability of
admissibility in evidence of this Agreement or the performance by Scandic of its
obligations under this Agreement which the Company reasonably considers to be
necessary or desirable in order to ensure that the interests of the Company are
not prejudiced and the ability of Scandic to perform is obligations under this
Agreement is not materially affected, is modified in a manner unacceptable to
the Company or is not granted or is revoked or terminated or expires and is not
renewed or otherwise ceases to be in full force and effect, and, such problem,
if capable of remedy, is not remedied to the satisfaction of the Company within
thirty (30) days' notice by the Company of such problem and requiring action to
remedy the same; or
(iii) Scandic takes any action or any legal proceedings are started or
other steps taken for (1) Scandic to be adjudicated or found bankrupt or
insolvent or a petition in bankruptcy to be filed either by or against Scandic,
(2) the winding-up or dissolution of Scandic or (3) the appointment of a
liquidator, administrator, examiner, trustee, sequestrator, receiver or similar
officer of Scandic over the whole or any part of its undertakings, assets,
rights or revenues, or any similar event occurs or similar proceeding is taken
with respect to Scandic in any jurisdiction to which Scandic is subject, in
which event this Agreement shall be automatically terminated without need for
notice on the part of the Company; or
(iv) it becomes unlawful at any time for Scandic to perform all or any
of the material covenants or its obligations under this Agreement, or for the
Company to exercise the rights vested in it under this Agreement.
(b) Upon the effective date of termination pursuant to this Section 6,
Scandic shall promptly terminate its service hereunder as may be required in
order to minimize any interruption to the Company and any subsidiary's business.
(c) Upon termination, Scandic shall, as promptly as possible, submit a
final accounting of funds received and disbursed under this Agreement and any
undisbursed funds of the Company and/or any subsidiary in Scandic's possession
or control will be promptly paid by Scandic as directed by the Company and/or
any subsidiary.
(d) Upon termination, the Company and/or any subsidiary shall cease
using a logo that resembles the logo used by Scandic and its related companies
in its business.
7. Rights of Scandic and Restrictions on its Authority.
----------------------------------------------------
7.1. Notwithstanding the other provisions of this Agreement:
(a) Scandic may act upon any advice, resolutions, requests,
instructions, recommendations, direction or information obtained in writing from
the Company and/or any subsidiary or any banker, accountant, broker, lawyer or
other person acting as agent of or adviser to the Company and/or any subsidiary
and Scandic shall incur no liability to the Company for anything done or omitted
or suffered in good faith in reliance upon such advice, instruction, resolution,
recommendation, direction or information made or given by the Company and/or any
subsidiary or its agents in the absence of gross negligence or willful
misconduct by Scandic or its servants and shall not be responsible for any
misconduct, mistake, oversight, error or judgment, neglect, default, omission,
forgetfulness or want of prudence on the part of any such banker, accountant,
broker, lawyer, agent or adviser or other person as aforesaid;
(b) Scandic shall not be under any obligation to carry out any
request, resolution, instruction, direction or recommendation of the Company or
its agents if the performance thereof is or would be illegal or unlawful;
(c) Scandic shall incur no liability to the Company and/or any
subsidiary for doing or failing to do any act or thing which it shall be
required to do or perform or forbear from doing or performing by reason of any
provision of any present or future law or any regulation or resolution made
pursuant thereto or any decision, order or judgment of any court or any lawful
request, announcement or similar action of any person or body exercising or
purporting to exercise the legitimate authority of any government or of any
central or local governmental institution in each case where above entity has
jurisdiction.
7.2. Nothing herein shall affect the exercise of central management
and control of the Company and any subsidiary by the Board and in particular but
without prejudice to the generality of the foregoing, nothing herein shall
derogate from the powers and duties of the Board to manage and administer the
Company and any subsidiary and its (their) business.
8. Notices.
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All notices, consents and other communications hereunder or necessary
to exercise any rights granted hereunder, shall be in writing, either by prepaid
registered mail or telefax as follows:
If to the Company:
Canon's Court
00 Xxxxxxxx Xxxxxx
Xxxxxxxx XX 00
Xxxxxxx
Xxxx.: President
Telefax no.: 47 (33) 42 15 45
If to Scandic:
Herbjorn Hansson
Thor Dahls gt. 1-3
X.X. Xxx 00
0000 Xxxxxxxxxx
Xxxxxx
Attn.: Chief Executive Officer
Telefax no.: 47 (33) 46 88 05
9. Entire Agreement, etc.
----------------------
This Agreement embodies the entire agreement and understanding between
the parties hereto relating to the management services to be provided by Scandic
to the Company and any subsidiary and may not be amended, waived or discharged
except by an instrument in writing executed by the party against whom
enforcement of such amendment, waiver or discharge is sought. Whenever
appropriate, references to "this Agreement" shall mean "this Agreement, as
amended from time to time".
10. Miscellaneous.
--------------
This Agreement shall be construed and enforced in accordance with and
governed by the internal laws of the State of New York and the parties submit to
the non-exclusive jurisdiction of the federal courts located in the Borough of
Manhattan, City of New York, or, if such courts do not have jurisdiction, the
state courts located in such Borough, in connection with any claim arising out
of this Agreement. This Agreement constitutes the sole understanding and
agreement of the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements or understandings, written or oral, with respect
thereto. The headings of this Agreement are for ease of reference and do not
limit or otherwise affect the meaning hereof. All the terms of this Agreement,
whether so expressed or not, shall be binding upon the parties hereto and their
respective successor and assigns. This Agreement may be signed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
During the term hereof, Scandic will not provide services hereunder
through, or otherwise cause the Company to have, an office or fixed place of
business in the United States, and shall take reasonable steps not to cause
income of the Company to be subject to tax in any taxing jurisdiction, including
the United States, United Kingdom, Bermuda and Norway.
11. (a) This Agreement, and any rights and obligations of Scandic
hereunder, may not be novated or assigned without the prior written consent of
the Company. Scandic may subcontract its duties hereunder to any other party,
including Technical Managers (which may be evidenced in separate agreements
between such Technical Managers and the Company) approved by the Company's
lenders if applicable loan documents so require; provided, however, that such
parties execute any subordinations required by applicable loan documents, and
further provided that the Scandic shall remain fully responsible for its
performance hereof.
(b) This Agreement shall inure to the benefit of the parties'
successors and permitted assigns, and
(c) Scandic may in its sole and absolute discretion subcontract to or
engage others to perform its services hereunder; provided, however, that Scandic
shall always remain liable for such performance.
12. Counterparts.
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This Agreement may be executed in written counterparts which together
shall constitute one instrument.
IN WITNESS WHEREOF, the undersigned have executed this Restated
Management Agreement as of the date first above written.
NORDIC AMERICAN TANKER
SHIPPING LIMITED
By
/s/ Herbjorn Hansson
------------------------------
Name: Herbjorn Hansson
Title: President and Chief
Executive Officer
SCANDIC AMERICAN SHIPPING LTD.
By
/s/ Herbjorn Hansson
------------------------------
Name: Herbjorn Hansson
Title: Director
AMENDMENT TO RESTATED MANAGEMENT AGREEMENT
This Amendment to the Restated Management Agreement is made as of 12
day of October, 2004, by and between Nordic American Tanker Shipping Limited, a
Bermuda company (the "Company"), and Scandic American Shipping Ltd., a Bermuda
company ("Scandic").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company and Scandic are parties to a management agreement
restated as of June 30, 2004 (the "Restated Management Agreement"); and
WHEREAS, the Restated Management Agreement provides, inter alia, that
Scandic shall receive a commission equal to 1.25% of the gross freight earned on
chartering of the Company's vessels, as more fully set forth in Clause 5(b) of
the Restated Management Agreement;
WHEREAS, the Company and Scandic have agreed to amend Clause 5(b) of
the Restated Management Agreement in order to delete the right of Scandic to
receive such commission, and to provide in exchange therefor, that the Company
shall issue to Scandic that number of common shares equal to 2% of the Company's
total outstanding common shares, subject to dilution protection and restrictions
on transferability.
NOW, THEREFORE, the parties hereby agreed as follows:
1. Clause 5(b) of the Restated Management Agreement is hereby amended
to delete the following sentence:
"Scandic shall attempt to recharter the original three Vessels on
an arms-length basis upon such terms as Scandic in its
discretion, deems appropriate, subject to the Board's approval.
Scandic shall receive a commission equal to 1.25% of the gross
freight earned on the rechartering of the Vessel in the spot
market or from any time or other period charter employment for
such Vessels and any additional Vessels that the Company and/or
any subsidiary of the Company may own, acquire or control from
time to time, including any time charter, bareboat charter,
voyage charter, contract of affreightment or pool participation."
2. The following is added as Clause 5(c) of the Restated Management
Agreement:
"The Company shall issue to Scandic 194,132 common shares of the
Company, equivalent to 2% of the Company's total outstanding
common shares as of the date hereof, as promptly as practicable
thereafter, in exchange for a payment by Scandic to the Company
of $1,941.32. In the event the Company shall issue additional
common shares to any third party or parties (a "Third Party
Issuance"), the Company shall also issue that number of the
additional common shares to the Manager such that the number of
shares issued to the Manager pursuant to this Management
Agreement shall equal 2% of the Company's total outstanding
common shares after taking into account such Third Party
Issuance. The common shares issued to the Manager pursuant to
this Agreement may not be transferred for a period of three years
from their date of issuance and shall not be registered with the
SEC. The certificates for such common shares shall bear
appropriate restrictive legends to such effect."
IN WITNESS WHEREOF, the undersigned have executed this Amendment to
the Restated Management Agreement as of the date first above written.
NORDIC AMERICAN TANKER
SHIPPING LIMITED
By
/s/ Herbjorn Hansson
---------------------------
Name: Herbjorn Hansson
Title: President and Chief
Executive Officer
SCANDIC AMERICAN SHIPPING LTD.
By
/s/ Herbjorn Hansson
-------------------------------
Name: Herbjorn Hansson
Title: Director
01318.0002 #583539
