ADDENDUM NO. 1 TO SHIP MANAGEMENT AGREEMENT
Exhibit 4.5
ADDENDUM NO. 1
TO
“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”
This Addendum No. 1 (this “Addendum”) to the Ship Management Agreement, dated January 29, 2015, between ▇▇▇▇▇▇▇ Shuttle Tankers 19 AS, a Norwegian limited liability company (the “Owners”), and KNOT Management AS, a Norwegian private limited liability company (the “Managers” and such agreement, as amended, the “Agreement”), is made as of November 1, 2016, between the Owners and the Managers
RECITALS
WHEREAS, the Owners and the Managers wish to amend certain provisions of the Agreement, and agree that such amendments are to take effect as from the Effective Date.
For the purpose of this Addendum “Effective Date” means the date on which the shares in the Owner have been transferred to KNOT Shuttle Tankers AS.
AGREEMENT
NOW, THEREFORE, for and in consideration of good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by the parties’ execution and delivery hereof, the parties agree as follows.
Section 1. Amendments to the Agreement.
With effect as of the Effective Date, the Agreement shall be modified as follows:
| 1.1 | Box 7 of the Agreement is hereby amended and restated in its entirety to read as follows: |
“Yes”
| 1.2 | Box 13 of the Agreement is hereby amended and restated in its entirety to read as follows: |
“Not applicable”
| 1.3 | Box 14 of the Agreement is hereby amended and restated in its entirety to read as follows: |
“(ii)”
| 1.4 | ▇▇▇ ▇▇ of the Agreement is hereby amended and restated in its entirety to read as follows: |
“One year after commencement”
| 1.5 | Box 18 of the Agreement is hereby amended and restated in its entirety to read as follows: |
“Cl. 19.3 Norwegian law, Haugesund as place of arbitration”
| 1.6 | The paragraph located above the signature block on page 2 of the Agreement is hereby amended and restated in its entirety to read as follows: |
“It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART I and PART II, as well as Annexes “A” (Details of Vessel), “B” (▇▇▇▇▇▇▇) and “C” (Budget) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes “A”, “B” and “C” shall prevail over those of PART II to the extent of such conflict but no further.”
| 1.7 | Sub-clause 3.2 of the Agreement is hereby amended and restated in its entirety to read as follows: |
“The Managers shall provide technical management, which includes, but is not limited to, the following functions:
| (i) | provision of competent personnel to supervise the maintenance and general efficiency of the Vessel; |
| (ii) | arrangement and supervision of dry dockings, repairs, alterations and the upkeep of the Vessel to the standards required by the Owners, provided that the Managers shall be entitled to incur the necessary expenditure to ensure that the Vessel will comply with the law of the flag of the Vessel and of the places where she trades and all requirements and recommendations of the classification society; |
| (iii) | arrangement of the supply of necessary stores, spares and lubricating oil; |
| (iv) | appointment of surveyors and technical consultants as the Managers may consider from time to time to be necessary; |
| (v) | development, implementation and maintenance of a Safety Management System (SMS) in accordance with the ISM Code (see sub-clauses 4.2 and 5.3); |
| (vi) | arrangement of the lay-up of the Vessel; and |
| (vii) | arrangement of the loading and discharging and all related matters, subject to the provisions of the time charter. |
| 1.8 | Sub-clause 9.3 of the Agreement is hereby amended and restated in its entirety to read as follows: |
“Following the agreement of the budget, the Managers shall prepare and present to the Owners their estimate of the working capital requirement of the Vessel and the Managers shall each quarter update this estimate. Based thereon, the Managers shall each quarter request the Owners in writing for the funds required to run the Vessel for the ensuing
quarter, including the payment of any occasional or extraordinary item of expenditure, such as emergency repair costs, additional insurance premiums, bunkers or provisions. Such funds shall be received by the Managers within 60 running days after the receipt by the Owners of the Managers’ written request and shall be held to the credit of the Owners in a separate bank account.”
| 1.9 | Sub-clause 11.2(i) of the Agreement is hereby amended and restated in its entirety to read as follows: |
“Without prejudice to sub-clause 11.1, the Managers shall be under no liability whatsoever to the Owners for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, including, but not limited to, loss of profit arising out of or in connection with detention of or delay to the Vessel and howsoever arising in the course of performance of the Management Services (such loss, damage, delay or expense, a “Loss”); provided, however, that if such Loss is proved to be caused by or due to the fraud, gross negligence or willful misconduct of the Managers, the Managers shall be liable for any claim or claims in connection with such Loss in an amount not to exceed ten times the annual management fee payable hereunder.”
| 1.10 | Sub-clause 18.1(i) of the Agreement is hereby amended and restated in its entirety to read as follows: |
“The Managers shall be entitled to terminate the Agreement with immediate effect by notice in writing if any moneys payable by the Owners under this Agreement shall not have been received in the Managers’ nominated account within 60 running days of receipt by the Owners of the Managers’ written request or if the Vessel is repossessed by the Mortgagees.”
1.11 Annex “A”, Annex “B” and Annex “C” of the Agreement are hereby amended and restated in their entirety in the forms attached hereto as Exhibit A, Exhibit B and Exhibit C, respectively.
Section 2. No Other Changes. Except as specifically set forth in this Addendum, the terms and provisions of the Agreement shall remain unmodified, and the Agreement is hereby confirmed by the parties in full force and effect as amended herein. The Agreement (as amended by this Addendum) constitutes the entire understanding of the parties with respect to the subject matter thereof, and no other covenants have been made by either party to the other.
Section 3. Counterparts. This Addendum may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.
Section 4. Severability. If any provision of this Addendum is held to be unenforceable under applicable law, such provision shall be excluded from this Addendum and the balance of this Addendum shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms.
[Signature Page Follows.]
IN WITNESS WHEREOF, the parties have executed this Addendum as of the date first above written.
| OWNERS | ||
| ▇▇▇▇▇▇▇ SHUTTLE TANKERS 19 AS | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | |
| Title: | BOARD MEMBER | |
| MANAGERS | ||
| KNOT MANAGEMENT AS | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | |
| Title: | BOARD MEMBER | |
Signature Page to
Addendum No. 1 to Ship Management Agreement
EXHIBIT A
ANNEX “A” (DETAILS OF VESSEL) TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT – CODE NAME: “▇▇▇▇▇▇▇ 98”
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
| Main Particulars | ||
| Owner | ▇▇▇▇▇▇▇ Shuttle Tankers 19 AS | |
| Operator | KNOT Management AS | |
| Classification / Notation | DNV GL 1A1 Tanker for oil BIS Bow loading BWM(T) CCO Clean(Design) COATPSPC(B) COMF(C3,V3) CSA(FLS2) CSR DYNPOS(AUTR) E0 ESP F(A, M, C) HELDK(S, H) NAUT(AW) OPPF Plus SPM TMON VCS(2) | |
| Flag / Register | MALTA | |
| Home Port | VALELETTA | |
| IMO Number / Call sign | ▇▇▇▇▇▇▇ / 9HA3560 | |
| Service Speed | 13,5 (Charter Party Speed) | |
| Main Dimensions | ||
| Length overall | 276,616 m | |
| Length between Perpendiculars | 264,196 m | |
| Breath (Moulded) | 46,014 m | |
| Depth (Moulded) | 24,302 m | |
| Keel to masthead | 51,6 m | |
| Ballast parallel body length Total/ Bow-mid manifold/▇▇▇▇▇-mid manifold | 134,388 / 70,61 / 63,68 | |
| Summer deadweight (SDWT) parallel body length Total/ Bow-mid manifold/▇▇▇▇▇-mid manifold | 148,123 / 71,25 / 76,880 | |
| Manifold arrangement | Arrangement: OCIMF Standard (Steel) 3x OD/ID 775 mm /565mm (22 “)
Reducers 22“x16” / 22“x12”/ 22“x10”/ 22“x8”
ANSI B16.5 150 LB | |
| Draft/Displacement/Deadweight | Loadline Draft Displacement Deadweight Summer: 17,550 m 180 339,2MT 152 208,1 MT Winter: 17,184 m 176 092,2MT 147 961,1 MT Tropical: 17,916 m 184 595,3 MT 156 464,2 MT Lightship: 3,23 m 28 131,1 MT Normal Ballast 8,84 m 83,900 MT 55,800 MT | |
| Gross tonnage | 83,936 | |
| Net tonnage | 46,174 | |
| Machinery | ||
| Main engine | STX MAN B&W 6S70ME-C8.2
Maximum continuous rating : 15400KW X 86 RPM Normal continuous rating : 13860KW X 83 RPM | |
| Propeller | KAWASAKI HEAVY INDUSTRIES controllable pitch propeller CPP 2000CH/570RH | |
| Boilers (Maker / Type / Pressure / Capacity)) | 1x ( Alfa Laval Qingdao Ltd/ Large oil-fired boiler/Aalborg OL Working pressure 0,7MPa(g) /30000kg/hr) | |
| Alternators | STX MAN B&W 7L32/40 Two (2) sets Output 6600V AC, 60Hz, 3Phase,3380Kw STX MAN B&W 9L32/40 Two(2) sets Output 6600V AC, 60Hz, 3Phase,4345Kw | |
| Steering gear (Maker / Type) | Electro-hydraulic, rotary vane type One(1) set Maker MacGregor Porsgrunn Steering Gear AS / 650-325121MO | |
| Bow Thrusters | Brunvoll; tunnel, 2 x 2200 KW + Azimuth 1 x 2500 ▇▇ | |
| ▇▇▇▇▇ Thrusters | Brunvoll; tunnel,1 x 2200 KW + Azimuth 1 x 2500 KW | |
| Cargo Equipment | ||
| Cargo tanks | No of tanks: 12 + 2 slops No of grades: 3 98% capacity cargo tanks: 154684.4 m³ 98% slop tanks capacity: 4897 m³ Total 98% capacity: 159581,4 m³ | |
| Cargo pumps (Type/Maker/Capacity/head) | 12 x SD350-L6 DTHA920-L580 SUBMERGED CARGO PUMP (HYDRAULIC DRIVEN)/ Maker FRAMO –Norway/ Capacity 1800m3/h, 130mlc, 10cSt, 1745rpm | |
| Spray/stripping pumps (Maker/Capacity/head) | COW pump X2
DRY CARGO PUMP (HYDRAULIC DRIVEN)
Maker FRAMO –Norway /SD200-6 DUHH32-D220 /Capacity 600m3/h, 130mlc, 10cSt, 2354rpm
Stripping pump X 1
DRY CARGO PUMP (HYDRAULIC DRIVEN)
Framo –Norway/ SD100-6DUHH32-D220/150 m3/120mlc,10 cSt 4247 rpm | |
| Ballast pumps (Type/Maker/Capacity) | 2 X BPX00-Y MUHH500-A430 BALLAST BOOSTER PUMP (HYDRAULIC DRIVEN) / Maker FRAMO –Norway/
Capacity 3000m3/h, 32mlc, 10cSt, 1783rpm | |
| High duty Compressor (Type/Maker/Capacity) | N/A | |
| Low duty Compressor (Type/Maker/Capacity | N/A | |
| Mooring equipment | ||
| Mooring Winches (Type/Maker/heaving power/break capacity | Electro-hydraulic driven (high pressure type), non autotension type / ▇▇▇▇ Pusnes / 20 t / 70,2 t 80% /52,6 t 60% | |
| Mooring ropes on drums /No/diameter/material/length/Breaking strength | 16 pcs /38 mm/ Steel wire rope (galvanized),
38ZAA6X37+IWR1870 GB/T 20118-2006, /220 m / MBL 861kN
16 pcs Tail/88mm/polyester/polypropylenemix/11 m/141,1 t | |
EXHIBIT C
ANNEX “C” (BUDGET) TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT-CODE NAME: “▇▇▇▇▇▇▇ 98”
Manager’s Budget for the year 2016:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
| DESCRIPTION | USD PER DAY | USD PER YEAR | ||||||
| 1. Technical Expenses |
2 964 | 1 081 716 | ||||||
| 2. Lubrication oils |
384 | 140 000 | ||||||
| 3. ▇▇▇▇▇▇▇ |
7 540 | 2 751 972 | ||||||
| 4. Insurance |
1 101 | 401 940 | ||||||
| 5. Management fee |
1 407 | 513 444 | ||||||
|
|
|
|
|
|||||
| Total |
13 395 | 4 889 072 | ||||||