STNG/ SCM-SSM Master Agreement
Exhibit 4.3(c)
THIS DEED OF AMENDMENT (THE “DEED OF AMENDMENT”) AMENDS THE MASTER AGREEMENT WITH AN EFFECTIVE DATE AS OF 29 SEPTEMBER 2016 AS AMENDED BY AN AMENDMENT DATED AS OF 1 JANUARY 2018 (THE “MASTER AGREEMENT”)
This Deed of Amendment to the Master Agreement is effective as of 1 January 2024 (the “Amendment Date”)
BETWEEN:
(1)SCORPIO TANKERS INC., a company incorporated under the laws of the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (“STNG”) on its own account and as agent for and on behalf of each of its existing wholly owned subsidiaries (as set out in Schedule 1) (the “SPVs”) and certain of its future wholly-owned subsidiaries (the “Future SPVs”) (the SPVs and Future SPVs jointly referred to as the “STNG SPVs”);
(2)SCORPIO COMMERCIAL MANAGEMENT S.A.M., a company incorporated under the laws of Monaco and having its registered office at L’Exotique, 99 Boulevard du Jardin Exotique, Monaco 98000 (“SCM”); and
(3)SCORPIO SHIP MANAGEMENT S.A.M., a company incorporated under the laws of Monaco and having its registered office at L’Exotique, 99 Boulevard du Jardin Exotique, Monaco 98000 (“SSM”);
(each a “Party” and together the “Parties”).
WHEREAS:
(1) The Master Agreement governs the terms upon which SSM and SCM provide technical and commercial services (respectively) to the STNG SPVs. Pursuant to the terms of the Master Agreement the Vessels (as therein defined) are managed pursuant to standard technical management terms (the “Technical Management Terms”) and/or standard commercial management terms (the “Commercial Management Terms”), which are set forth in the Master Agreement, each as amended and supplemented by the applicable confirmation a form of which is included in a schedule of the Master Agreement (as applicable the “Confirmation”, and the Confirmation together with the Technical Management Terms being hereinafter the “Technical Management Agreement” and the Confirmation together with the Commercial Management Terms being hereinafter the “Commercial Management Agreement”); and
(2) the Parties have agreed to make a change to the fees set out in the Technical Management Agreement and Commercial Management Agreement as set forth in this Deed of Amendment.
NOW THEREFORE in consideration of the mutual covenants contained in this Deed of Amendment, the Parties agree as follows:
1.For technical management the Management Fee of $175,000 annual as set out in the Technical Management Terms in Part IV Fee Schedule shall be deleted and replaced by $187,500 (the “New TMA Fee”).
STNG/ SCM-SSM Master Agreement
2.For commercial management the flat daily management fee for commercial management which is set out in the Confirmation shall be increased by USD35 per day (the “CMA Fee Increase”).
3.The Management Fee in each Technical Management Agreement relating to the STNG SPVs that currently own and/or bareboat charter vessels as listed in Schedule 2 – Owned /Bareboat Chartered Vessels (the “Owned Vessel Technical Management Agreements”) will be deleted and replaced by the New TMA Fee and an addendum to each Owned Vessel Technical Management Agreement confirming that change shall be issued in the form attached hereto as Schedule 3.
4.The Management Fee in each Commercial Management Agreement relating to the STNG SPVs that currently own and/or bareboat charter vessels listed in Schedule 2 – Owned /Bareboat Chartered Vessels (the “Owned Vessel Commercial Management Agreements”) will also be restated so that it is increased by the CMA Fee Increase and an addendum to each Owned Vessel Commercial Management Agreement confirming that change shall be issued in the form attached hereto as Schedule 4.
5.STNG, in its capacity as guarantor, hereby confirms that any existing guarantees issued pursuant to the Original Master remain in full force and effect notwithstanding this Deed of Amendment.
6.This Deed of Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.
7.This Deed of Amendment shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Deed of Amendment shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Terms current at the time when the arbitration proceedings are commenced.
8.No provision of this Deed of Amendment shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Deed of Amendment.
STNG/ SCM-SSM Master Agreement
IN WITNESS WHEREOF this Deed of Amendment has been duly executed as a deed and delivered with effect from 21 March 2024.
| | | | | |
| Executed as a deed by | Christopher Avella) |
| For and on behalf of | /s/ Christopher Avella) |
| Scorpio Tankers Inc. | ) |
| |
| in the presence of | Shanaz Sattaur) |
| Signature of Witness | /s/ Shanaz Sattaur) |
| Name, address and occupation of witness | Personal Assistant) |
| 150 E. 58th Street |
| New York, NY 10155 |
| |
| Executed as a deed by | Christopher Avella) |
| For and on behalf of | /s/ Christopher Avella) |
| Scorpio Tankers Inc. | |
| As agent for and on behalf of each of the STNG SPVs: | ) |
| |
| |
| in the presence of | Shanaz Sattaur) |
| Signature of Witness | /s/ Shanaz Sattaur) |
| Name, address and occupation of witness | Personal Assistant) |
| 150 E. 58th Street |
| New York, NY 10155 |
| |
| Executed as a deed by | /s/ Filippo Lauro) |
| For and on behalf of | ) |
| Scorpio Commercial Management S.A.M.: | ) |
| |
| in the presence of | Claudia Prioglio) |
| Signature of Witness | /s/ Claudia Prioglio) |
| Name, address and occupation of witness | ) |
| 99 Boulevard du Jardin Exotique |
| MC 98000 Monaco |
| |
| Executed as a deed by | Francesco Bellusci) |
| For and on behalf of | /s/ Francesco Bellusci) |
| Scorpio Ship Management S.A.M.: | ) |
| |
| in the presence of | Alison Goldmann |
| Signature of Witness | /s/ Alison Goldmann) |
| Name, address and occupation of witness | Legal Administrator) |
| 99 Boulevard du Jardin Exotique |
| MC 98000 Monaco |
STNG/ SCM-SSM Master Agreement
Schedule 1
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| |
| 1. | Blacksburg Chartering Limited |
| 2. | Columbine Chartering Limited |
| 3. | Sandy Hook Chartering Limited |
| 4. | STI Acton Shipping Company Limited |
| 5. | STI Alexis Shipping Company Limited |
| 6. | STI Amber Shipping Company Limited |
| 7. | STI Aqua Shipping Company Limited |
| 8. | STI Battersea Shipping Company Limited |
| 9. | STI Battery Shipping Company Limited |
| 10. | STI Benicia Shipping Company Limited |
| 11. | STI Beryl Shipping Company Limited |
| 12. | STI Black Hawk Shipping Company Limited |
| 13. | STI Bosphorus Shipping Company Limited (formerly STI Taksim Shipping Company Limited) |
| 14. | STI Brixton Shipping Company Limited |
| 15. | STI Broadway Shipping Company Limited |
| 16. | STI Bronx Shipping Company Limited |
| 17. | STI Brooklyn Shipping Company Limited |
| 18. | STI Camden Shipping Company Limited |
| 19. | STI Carnaby Shipping Company Limited |
| 20. | STI Chartering and Trading Ltd |
| 21. | STI Clapham Shipping Company Limited |
| 22. | STI Comandante Shipping Company Limited |
| 23. | STI Condotti Shipping Company Limited |
| 24. | STI Connaught Shipping Company Limited |
| 25. | STI Dama Shipping Company Limited |
| 26. | STI Donald C Trauscht Shipping Company Limited (formerly STI Jurere Shipping Company Limited) |
| 27. | STI Duchessa Shipping Company Limited |
| 28. | STI Elysees Shipping Company Limited |
| 29. | STI Esles II Shipping Company Limited |
| 30. | STI Exceed Shipping Company Limited (formerly Navig8 Product Tankers 22 Inc) |
| 31. | STI Excel Shipping Company Limited (formerly Navig8 Product Tankers 19 Inc) |
| 32. | STI Excellence Shipping Company Limited (formerly Navig8 Product Tankers 26 Inc) |
| 33. | STI Excelsior Shipping Company Limited (formerly Navig8 Product Tankers 20 Inc) |
| 34. | STI Executive Shipping Company Limited (formerly Navig8 Product Tankers 24 Inc) |
| 35. | STI Expedite Shipping Company Limited (formerly Navig8 Product Tankers 21 Inc) |
| 36. | STI Experience Shipping Company Limited (formerly Navig8 Product Tankers 23 Inc) |
| 37. | STI Express Shipping Company Limited (formerly Navig8 Product Tankers 25 Inc) |
| 38. | STI Finchley Shipping Company Limited |
| 39. | STI Fontvieille Shipping Company Limited |
| 40. | STI Fulham Shipping Company Limited |
| 41. | STI Galata Shipping Company Limited |
STNG/ SCM-SSM Master Agreement
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| |
| 42. | STI Galata Chartering Limited |
| 43. | STI Gallantry Shipping Company Limited |
| 44. | STI Garnet Shipping Company Limited |
| 45. | STI Gauntlet Shipping Company Limited (formerly Navig8 Product Tankers 12 Inc) |
| 46. | STI Gladiator Shipping Company Limited (formerly Navig8 Product Tankers 13 Inc) |
| 47. | STI Goal Shipping Company Limited (formerly Navig8 Product Tankers 11 Inc) |
| 48. | STI Grace Shipping Company Limited (formerly SBI Macanudo Shipping Company Limited) |
| 49. | STI Gramercy Shipping Company Limited |
| 50. | STI Gratitude Shipping Company Limited |
| 51. | STI Guard Shipping Company Limited |
| 52. | STI Guide Shipping Company Limited |
| 53. | STI Hackney Shipping Company Limited |
| 54. | STI Hammersmith Shipping Company Limited |
| 55. | STI Jardins Shipping Company Limited |
| 56. | STI Jermyn Shipping Company Limited (formerly SBI Cuaba Shipping Company Limited) |
| 57. | STI Kingsway Shipping Company Limited |
| 58. | STI La Boca Shipping Company Limited |
| 59. | STI La Boca Chartering Limited |
| 60. | STI Larvotto Shipping Company Limited |
| 61. | STI Lauren Shipping Company Limited |
| 62. | STI Lavender Shipping Company Limited |
| 63. | STI Le Rocher Shipping Company Limited |
| 64. | STI Leblon Shipping Company Limited |
| 65. | STI Lexington Shipping Company Limited |
| 66. | STI Lily Shipping Company Limited |
| 67. | STI Lobelia Shipping Company Limited |
| 68. | STI Lombard Shipping Company Limited |
| 69. | STI Lotus Shipping Company Limited |
| 70. | STI Madison Shipping Company Limited |
| 71. | STI Maestro Shipping Company Limited |
| 72. | STI Magic Shipping Company Limited |
| 73. | STI Magister Shipping Company Limited |
| 74. | STI Magnetic Shipping Company Limited |
| 75. | STI Manhattan Shipping Company Limited |
| 76. | STI Marshall Shipping Company Limited |
| 77. | STI Marvel Shipping Company Limited |
| 78. | STI Maverick Shipping Company Limited |
| 79. | STI Maximus Shipping Company Limited |
| 80. | STI Mayfair Shipping Company Limited |
| 81. | STI Memphis Shipping Company Limited |
| 82. | STI Meraux Shipping Company Limited |
| 83. | STI Mighty Shipping Company Limited |
| 84. | STI Millennia Shipping Company Limited |
STNG/ SCM-SSM Master Agreement
| | | | | |
| |
| 85. | STI Milwaukee Shipping Company Limited |
| 86. | STI Miracle Shipping Company Limited |
| 87. | STI Modest Shipping Company Limited |
| 88. | STI Mystery Shipping Company Limited |
| 89. | STI Mythic Shipping Company Limited |
| 90. | STI Nautilus Shipping Company Limited (formerly Navig8 Product Tankers 5 Inc) |
| 91. | STI Notting Hill Shipping Company Limited |
| 92. | STI Onyx Shipping Company Limited |
| 93. | STI Opera Shipping Company Limited |
| 94. | STI Orchard Shipping Company Limited |
| 95. | STI Osceola Shipping Company Limited |
| 96. | STI Oxford Shipping Company Limited |
| 97. | STI Park Shipping Company Limited |
| 98. | STI Pimlico Shipping Company Limited |
| 99. | STI Pontiac Shipping Company Limited |
| 100. | STI Poplar Shipping Company Limited |
| 101. | STI Precision Shipping Company Limited (formerly Navig8 Product Tankers 29 Inc) |
| 102. | STI Prestige Shipping Company Limited (formerly Navig8 Product Tankers 30 Inc) |
| 103. | STI Pride Shipping Company Limited (formerly Navig8 Product Tankers 27 Inc) |
| 104. | STI Providence Shipping Company Limited (formerly Navig8 Product Tankers 28 Inc) |
| 105. | STI Queens Shipping Company Limited |
| 106. | STI Rambla Shipping Company Limited (formerly SBI Tuscamina Shipping Company Limited) |
| 107. | STI Regina Shipping Company Limited |
| 108. | STI Rose Shipping Company Limited |
| 109. | STI Rotherhithe Shipping Company Limited |
| 110. | STI Ruby Shipping Company Limited |
| 111. | STI San Antonio Shipping Company Limited |
| 112. | STI San Telmo Shipping Company Limited |
| 113. | STI Sanctity Shipping Company Limited (formerly Navig8 Product Tankers 16 Inc) |
| 114. | STI Savile Row Shipping Company Limited |
| 115. | STI Selatar Shipping Company Limited (formerly SBI Parejo Shipping Company Limited) |
| 116. | STI Seneca Shipping Company Limited |
| 117. | STI Sloane Shipping Company Limited |
| 118. | STI Soho Shipping Company Limited |
| 119. | STI Solace Shipping Company Limited (formerly Navig8 Product Tankers 4 Inc) |
| 120. | STI Solidarity Shipping Company Limited (formerly Navig8 Product Tankers 3 Inc) |
| 121. | STI Spiga Shipping Company Limited |
| 122. | STI St. Charles Shipping Company Limited |
| 123. | STI Stability Shipping Company Limited (formerly Navig8 Product Tankers 7 Inc) |
| 124. | STI Steadfast Shipping Company Limited (formerly Navig8 Product Tankers 17 Inc) |
| 125. | STI Supreme Shipping Company Limited |
| 126. | STI Symphony Shipping Company Limited (formerly Navig8 Product Tankers 15 Inc) |
| 127. | STI Texas City Shipping Company Limited |
STNG/ SCM-SSM Master Agreement
| | | | | |
| |
| 128. | STI Topaz Shipping Company Limited |
| 129. | STI Tribeca Shipping Company Limited |
| 130. | STI Venere Shipping Company Limited |
| 131. | STI Veneto Shipping Company Limited |
| 132. | STI Ville Shipping Company Limited |
| 133. | STI Virtus Shipping Company Limited |
| 134. | STI Wembley Shipping Company Limited |
| 135. | STI Westminster Shipping Company Limited |
| 136. | STI Winnie Shipping Company Limited |
| 137. | STI Yorkville Shipping Company Limited |
| 138. | STNGR Singapore Pte. Ltd. |
STNG/ SCM-SSM Master Agreement
Schedule 2
Confirmations
Owned/Bareboat Chartered Vessels
| | | | | | | | |
| Vessel name | Date of Confirmation |
| 1. | STI ACTON | 25 August 2014 |
| 2. | STI ALEXIS | 15 January 2015 |
| 3. | STI AQUA | 2 July 2014 |
| 4. | STI BATTERSEA | 13 October 2014 |
| 5. | STI BATTERY | 11 November 2014 |
| 6. | STI BERYL | 24 January 2013 |
| 7. | STI BLACK HAWK | 10 August 2015 |
| 8. | STI BOSPHORUS | 27 February 2017 |
| 9. | STI BRIXTON | 11 June 2014 |
| 10. | STI BROADWAY | 4 November 2014 |
| 11. | STI BRONX | 15 January 2015 |
| 12. | STI BROOKLYN | 8 June 2015 |
| 13. | STI CAMDEN | 15 September 2014 |
| 14. | STI CLAPHAM | 11 November 2014 |
| 15. | STI COMANDANTE | 22 May 2014 |
| 16. | STI CONDOTTI | 11 November 2014 |
| 17. | STI CONNAUGHT | 9 March 2015 |
| 18. | STI DAMA | 2 July 2014 |
| 19. | STI DONALD C TRAUSCHT | 27 February 2017 |
| 20. | STI DUCHESSA | 24 January 2013 |
| 21. | STI ELYSEES | 2 July 2014 |
| 22. | STI ESLES II | 27 February 2017 |
| 23. | STI FINCHLEY | 11 November 2014 |
| 24. | STI FULHAM | 15 September 2014 |
| 25. | STI GALATA | 27 February 2017 |
| 26. | STI GALLANTRY (previously known as NAVIG8 GALLANTRY) | 1 September 2017 |
| 27. | STI GARNET | 24 January 2013 |
| 28. | STI GAUNTLET | 1 September 2017 |
| 29. | STI GLADIATOR | 1 September 2017 |
| 30. | STI GOAL | 1 September 2017 |
| 31. | STI GRACE | 1 March 2016 |
| 32. | STI GRAMERCY | 6 January 2015 |
| 33. | STI GRATITUDE | 1 September 2017 |
| 34. | STI GUARD | 1 September 2017 |
| 35. | STI GUIDE | 1 September 2017 |
| 36. | STI HACKNEY | 2 July 2014 |
| 37. | STI HAMMERSMITH | 21 November 2014 |
| 38. | STI JARDINS | 27 February 2017 |
STNG/ SCM-SSM Master Agreement
| | | | | | | | |
| Vessel name | Date of Confirmation |
| 39. | STI JERMYN | 25 April 2016 |
| 40. | STI KINGSWAY | 28 July 2015 |
| 41. | STI LA BOCA | 27 February 2017 |
| 42. | STI LARVOTTO | 17 June 2013 |
| 43. | STI LAUREN | 9 March 2015 |
| 44. | STI LAVENDER | 15 May 2023 |
| 45. | STI LE ROCHER | 17 June 2013 |
| 46. | STI LEBLON | 27 February 2017 |
| 47. | STI LILY | 16 October 2023 |
| 48. | STI LOBELIA | 15 June 2023 |
| 49. | STI LOMBARD | 6 April 2016 |
| 50. | STI LOTUS | 16 October 2023 |
| 51. | STI MADISON | 25 August 2014 |
| 52. | STI MAESTRO | 17 July 2023 |
| 53. | STI MAGIC | 15 June 2023 |
| 54. | STI MAGISTER | 15 June 2023 |
| 55. | STI MAGNETIC | 15 May 2023 |
| 56. | STI MANHATTAN | 9 March 2015 |
| 57. | STI MARSHALL | 15 May 2023 |
| 58. | STI MARVEL | 15 June 2023 |
| 59. | STI MAVERICK | 17 July 2023 |
| 60. | STI MAXIMUS | 16 October 23 |
| 61. | STI MAYFAIR | 3 September 2014 |
| 62. | STI MEMPHIS | 11 December 2015 |
| 63. | STI MERAUX | 30 April 2014 |
| 64. | STI MIGHTY | 17 July 2023 |
| 65. | STI MILLENNIA | 17 July 2023 |
| 66. | STI MILWAUKEE | 4 November 2014 |
| 67. | STI MIRACLE | 17 July 2023 |
| 68. | STI MODEST | 17 July 2023 |
| 69. | STI MYSTERY | 15 June 2023 |
| 70. | STI MYTHIC | 15 June 2023 |
| 71. | STI NOTTING HILL | 9 March 2015 |
| 72. | STI ONYX | 24 January 2013 |
| 73. | STI OPERA | 24 January 2013 |
| 74. | STI ORCHARD | 25 August 2014 |
| 75. | STI OSCEOLA | 9 March 2015 |
| 76. | STI OXFORD | 22 January 2015 |
| 77. | STI PARK | 15 September 2014 |
| 78. | STI PIMLICO | 2 July 2014 |
| 79. | STI PONTIAC | 9 March 2015 |
| 80. | STI POPLAR | 11 November 2014 |
| 81. | STI QUEENS | 9 March 2015 |
STNG/ SCM-SSM Master Agreement
| | | | | | | | |
| Vessel name | Date of Confirmation |
| 82. | STI RAMBLA | 6 March 2017 |
| 83. | STI REGINA | 25 August 2014 |
| 84. | STI ROSE | 16 December 2014 |
| 85. | STI ROTHERHITHE | 16 December 2014 |
| 86. | STI RUBY | 24 January 2013 |
| 87. | STI SAN ANTONIO | 22 May 2014 |
| 88. | STI SAN TELMO | 27 February 2017 |
| 89. | STI SANCTITY | 3 September 2017 |
| 90. | STI SELATAR | 16 August 2016 |
| 91. | STI SENECA | 20 May 2015 |
| 92. | STI SLOANE | 13 October 2014 |
| 93. | STI SOHO | 21 November 2014 |
| 94. | STI SOLACE | 1 September 2017 |
| 95. | STI SOLIDARITY | 1 September 2017 |
| 96. | STI SPIGA | 20 May 2015 |
| 97. | STI ST CHARLES | 15 September 2014 |
| 98. | STI STABILITY | 1 September 2017 |
| 99. | STI STEADFAST | 1 September 2017 |
| 100. | STI SUPREME (previously known as NAVIG8 SUPREME) | 1 September 2017 |
| 101. | STI SYMPHONY (previously known as NAVIG8 SYMPHONY) | 1 September 2017 |
| 102. | STI TEXAS CITY | 19 March 2014 |
| 103. | STI TOPAZ | 24 January 2013 |
| 104. | STI TRIBECA | 21 November 2014 |
| 105. | STI VENERE | 11 June 2014 |
| 106. | STI VENETO | 15 January 2015 |
| 107. | STI VIRTUS | 11 June 2014 |
| 108. | STI WEMBLEY | 13 October 2014 |
| 109. | STI WESTMINSTER | 8 June 2015 |
| 110. | STI WINNIE | 9 March 2015 |
| 111. | STI YORKVILLE | 13 October 2014 |
STNG/ SCM-SSM Master Agreement
Schedule 3 Form of deed of addendum to each of the Owned Vessel Technical Management Agreements
This Deed of Addendum number [one/two/three/four] to the TMA (the “Addendum”) is effective as of 1 January 2024
BETWEEN:
(i) SCORPIO SHIP MANAGEMENT S.A.M., a company incorporated under the laws of Monaco and having its registered office at L’Exotique, 99 Boulevard du Jardin Exotique, Monaco 98000 (“SSM”);
(ii) [*], a company incorporated under the laws of the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (“STNG SPV”); and
(iii) SCORPIO TANKERS INC., a company incorporated under the laws of the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (“STNG”);
(each a “Party” and together the “Parties”).
WHEREAS:
(1)SSM and the STNG SPV have previously entered into a standard form technical management agreement (the “TMA”) including the confirmation dated [*] (the “Confirmation”) and an addendum number [one [dated] /and two [dated] / three [dated] / four [dated]] pursuant to the terms of the amended and restated master agreement with an effective date as of 1 January 2018 (together, the “Master Agreement”); and
(2)The Parties have amended the terms of the Master Agreement pursuant to a deed of amendment effective as of 1 January 2024 (the “Amended Master”) and part of the management fee for the technical management. This Addendum confirms the changes effective to the terms of the TMA.
NOW THEREFORE in consideration of mutual covenants contained herein and the payment of $1 by each Party to the other, the receipt and sufficiency of which is acknowledged by each IT IS AGREED as follows:
(a)With effect from 1 January 2024, the annual Management Fee of $175,000 as set out in the Technical Management Terms in Part IV Fee Schedule shall be deleted and replaced by $187,500.
(b)STNG confirms its guarantee of the performance of the STNG SPV remains in full force and effect notwithstanding this Addendum.
(c)This Addendum may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.
(d)The law and dispute resolution clause at clause 20 of the TMA shall apply to this Addendum mutatis mutandis.
(e)No provision of this Addendum shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Addendum.
STNG/ SCM-SSM Master Agreement
IN WITNESS WHEREOF this Addendum has been duly executed as a deed and delivered with effect from 2024.
| | | | | |
| Executed as a deed by | Francesco Bellusci) |
| For and on behalf of | ) |
| Scorpio Ship Management S.A.M.: | ) |
| |
| in the presence of | ) |
| Signature of Witness | ) |
| Name, address and occupation of witness | ) |
| |
| Executed as a deed by | ) |
| For and on behalf of | ) |
| [STNG SPV]: | ) |
| |
| in the presence of | ) |
| Signature of Witness | ) |
| Name, address and occupation of witness | ) |
| |
| Executed as a deed by | ) |
| For and on behalf of | ) |
| Scorpio Tankers Inc. | ) |
| |
| in the presence of | ) |
| Signature of Witness | ) |
| Name, address and occupation of witness | ) |
STNG/ SCM-SSM Master Agreement
Schedule 4 Form of deed of addendum to each of the Owned Vessel Commercial Management Agreements
This Deed of Addendum number [one/two/three/four] to the TMA (the “Addendum”) is effective as of 1 January 2024
BETWEEN:
(i) SCORPIO COMMERICAL MANAGEMENT S.A.M., a company incorporated under the laws of Monaco and having its registered office at L’Exotique, 99 Boulevard du Jardin Exotique, Monaco 98000 (“SCM”);
(ii) [*], a company incorporated under the laws of the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (“STNG SPV”); and
(iii) SCORPIO TANKERS INC., a company incorporated under the laws of the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (“STNG”);
(each a “Party” and together the “Parties”).
WHEREAS:
(1)SCM and the STNG SPV have previously entered into a standard form commercial management agreement (the “CMA”) including the confirmation dated [*] (the “Confirmation”) and an addendum number [one [dated] /and two [dated] / three [dated]/ four [dated]] pursuant to the terms of the amended and restated master agreement with an effective date as of 29 September 2016 as amended by an amendment dated 1 January 2018 (together, the “Master Agreement”); and
(2)The Parties have amended the terms of the Master Agreement pursuant to a deed of amendment effective as of 1 January 2024 (the “Amended Master”) and part of the fee for commercial management. This Addendum confirms the changes effective to the terms of the CMA.
NOW THEREFORE in consideration of mutual covenants contained herein and the payment of $1 by each Party to the other, the receipt and sufficiency of which is acknowledged by each IT IS AGREED as follows:
(a)With effect from 1 January 2024, the flat daily management fee for commercial management which is set out in the Confirmation shall be restated and increased by USD35 per day.
(b)STNG confirms its guarantee of the performance of the STNG SPV remains in full force and effect notwithstanding this Addendum.
(c)This Addendum may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.
(d)The law and dispute resolution clause at clause 23 of the CMA shall apply to this Addendum mutatis mutandis.
STNG/ SCM-SSM Master Agreement
(e)No provision of this Addendum shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Addendum.
IN WITNESS WHEREOF this Addendum has been duly executed as a deed and delivered with effect from 2024.
| | | | | |
| Executed as a deed by | ) |
| For and on behalf of | ) |
| [STNG SPV]: | ) |
| |
| in the presence of | ) |
| Signature of Witness | ) |
| Name, address and occupation of witness | ) |
| |
| Executed as a deed by | ) |
| For and on behalf of | ) |
| Scorpio Tankers Inc. | ) |
| |
| in the presence of | ) |
| Signature of Witness | ) |
| Name, address and occupation of witness | ) |
| |
| Executed as a deed by | ) |
| For and on behalf of | ) |
| Scorpio Commercial Management S.A.M.: | ) |
| |
| in the presence of | ) |
| Signature of Witness | ) |
| Name, address and occupation of witness | ) |
