Exhibit 4.3
NOVATION AGREEMENT
This Novation Agreement (this "Novation") is made this 30th day of
May, 2003, by and among Xxxxxx Nordic Shipping ASA (f/k/a Nordic American
Shipping A/S) ("UNS"), Scandic American Shipping Ltd. ("Scandic") and Nordic
American Tanker Shipping Limited (the "Company").
WHEREAS, UNS and the Company are parties to a Management Agreement
dated September 19, 1995 (the "Management Agreement"), pursuant to which, inter
alia, UNS provides management services to the Company,
WHEREAS, UNS wishes to novate to Scandic, and Scandic wishes to
assume, UNS's rights and obligations under the Management Agreement, and
WHEREAS, the Company is willing to agree to such novation on the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, it is hereby agreed as follows:
1. All rights and obligations of UNS under the Management Agreement are
novated to Scandic as of the effectiveness of this Novation. As of the
effectiveness of this Novation, Scandic is entitled to all rights, title and
interests of UNS under the Management Agreement as if Scandic were named as a
party to the Management Agreement in place of UNS.
2. Accordingly, all references in the Management Agreement to "Nordic
American Shipping A/S" and "NAS" shall refer to "Scandic American Shipping Ltd."
3. UNS and the Company hereby irrevocably, unconditionally and absolutely
release and discharge each other as of the effectiveness of this Novation from
any and all rights, liabilities, damages, costs and expenses in respect of any
matter howsoever arising under the Management Agreement.
4. UNS and Scandic shall make an accounting as of the effectiveness hereof
to each other of their respective allocation of the management fee that the
Company has paid to UNS for the current year, and the expenses that UNS has
incurred pursuant to the Management Agreement.
5. UNS acknowledges that all sums owing to it by the Company have been paid
in full.
6. The Management Agreement is hereby amended by inserting the following as
Section 12:
"13. (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,
(b) This Agreement shall inure to the benefit of the parties'
successors and permitted assigns, and"
(c) The Manager may in its sole and absolute discretion
subcontract to or engage others to perform its services hereunder;
provided, however, that the Manager shall always remain liable for
such performance."
and renumbering Section 12 as Section 13.
7. Each party hereby represents that the Assignment has been duly
authorized by all necessary corporate and shareholder action on its part
(subject, in the case of the Company, to approval by the Company's
shareholders), and executed by it, and is valid and binding and duly enforceable
against it in accordance with its terms, except to the extent enforceability may
be limited or affected by bankruptcy, insolvency, reorganization, moratorium,
fraudulent convergence and other similar laws and equitable principles now or
hereafter in effect and affecting the rights and remedies of creditors
generally.
8. Scandic represents and warrants that it has the personnel, resources and
relationships necessary for the fulfillment by it of UNS's obligations under the
Management Agreement.
9. This Novation shall become effective on the approval of the Novation by
the Company's shareholders and no rights or obligations shall arise hereunder
until such time.
10. This Novation shall be governed by New York law without regard to the
principles of conflicts of laws thereof.
11. This Novation may be executed in written counterparts which together
shall constitute one instrument.
WHEREFORE, this Novation has been duly executed as of the day and year
first set forth above.
XXXXXX NORDIC SHIPPING ASA
By: /s/ Xxxx Xxxxx
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Name:
Title:
SCANDIC AMERICAN SHIPPING LTD.
By: /s/ Herbjorn Hansson
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Name:
Title:
NORDIC AMERICAN TANKER SHIPPING LIMITED
By: /s/ Herbjorn Hansson
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Name:
Title:
