Exhibit



 



Exhibit 4.6(a)
THIS DEED OF AMENDMENT (“Deed of Amendment”) is dated 29 September 2016 and entered into by and between


		
	(1)
	SCORPIO TANKERS INC. a Marshall Islands corporation whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (“STNG”) on its own account and as agent for and on behalf of each of its existing wholly owned subsidiaries as well as any future wholly owned subsidiaries of STNG as the context requires (together, the “STNG SPVs”);




		
	(2)
	SCORPIO SERVICES HOLDING LIMITED, a Marshall Islands corporation whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (“SSH”); 




		
	(3)
	SCORPIO COMMERCIAL MANAGEMENT S.A.M., a company incorporated under the laws of Monaco and having its registered office at 9 Boulevard Charles III, Monaco 98000 (“SCM”); and




		
	(4)
	SCORPIO SHIP MANAGEMENT S.A.M., a company incorporated under the laws of Monaco and having its registered office at 9 Rue du Gabian, Monaco 98000 (“SSM”), 




each a “Party” and together the “Parties”.


WHEREAS


STNG, on its own account and as agent for and on behalf of each of the STNG SPVs, SCM and SSM have entered into a master agreement with an effective date of 24 January 2013, as amended or modified from time to time, for the provision by each of SCM and SSM of commercial and technical management services (respectively) to certain vessels controlled by the STNG SPVs (the “Master Agreement”); 


STNG and SSH are party to an administrative services agreement with an effective date of 1 December 2009, as amended or modified from time to time, for the provision by SSH to STNG of certain administrative services (the “Administrative Agreement”);


The Parties now wish to amend the terms of the Master Agreement and Administrative Agreement as detailed herein.


NOW THEREFORE in consideration of the mutual promises contained in this Deed of Amendment, the Parties agree as follows:


		
	1.
	Defined terms shall have the meaning ascribed to them in either the Master Agreement or the Administrative Agreement as the context requires, unless otherwise indicated herein.


		
	2.
	With effect from the date of this Deed of Amendment:




		
	(a)
	The Administrative Agreement is amended so that SSH shall not be entitled to receive and STNG shall not be obliged to pay the Sale and Purchase Fee with respect to the Services provided on 










 



or following the date of this Deed of Amendment other than with respect to the 8 vessels that are currently under construction;  


		
	(b)
	Except in the case of (i) a Change of Control (as defined in Schedule A hereto) of STNG or (ii) any termination by any STNG SPV, SCM or SSM (as applicable) under Section 21 of each of the Standard Commercial Management Terms or the Standard Technical Management Terms, the Master Agreement is amended such that any termination provisions and termination fees payable by the relevant STNG SPV to SCM and/or SSM (as applicable) pursuant to the terms of the Master Agreement on or following the date of this Deed of Amendment, are amended to be a termination upon the expiration of a period of three months from the date upon which such notice of termination is received and a fee equal to three months of management fees will be payable by STNG SPV to SCM and/or SSM (as applicable) upon termination; provided that, with respect to any event covered by (i) or (ii) in this clause 2(b) the amendments in this clause 2(b) will not apply and the existing terms of the Master Agreement will remain in full force and effect.




		
	3.
	Except as expressly set forth herein, both the Master Agreement and the Administrative Agreement are ratified and confirmed in all respects and shall remain in full force and effect in accordance with their terms.


		
	4.
	If the respective provisions of either of the Master Agreement or the Administrative Agreement and this Deed of Amendment conflict, then the terms of this Deed of Amendment shall prevail; provided that, the Master Agreement, as amended, shall be amended and restated in its entirety within two months from the date hereof to reflect the agreement of the parties hereto.


		
	5.
	Upon demand by any Party or Parties (each a “Requesting Party”), any or all of the other Parties will at their own expense, execute and register all further documents and do all acts and things as any Requesting Party shall deem reasonably necessary to enable the Requesting Party to obtain the full benefit of the Deed of Agreement for the purposes contemplated by the Parties. 


		
	6.
	This Deed of Amendment and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and interpreted in accordance with the law of England and Wales and be subject to arbitration in London pursuant to the terms of the Master Agreement. 


		
	7.
	The Parties shall pay their own costs and expenses incurred in connection with this Deed of Amendment.


		
	8.
	The Parties do not intend that any term of this Deed of Amendment should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Deed of Amendment.


		
	9.
	This Deed of Amendment may be executed in any number of counterparts (including by facsimile or electronic mail), with the same effect as if all Parties had signed the same document. All such 










 



counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument.






IN WITNESS WHEREOF this Deed of Amendment has been duly executed as a deed and delivered with effect from the date written above.


Executed as a deed by                    /s/Luca Forgione
For and on behalf of                    Name: Luca Forgione
Title: General Counsel
SCORPIO TANKERS INC.                -----------------------------------
                        
In the presence of         Name: Andrew Cottrell    /s/ Andrew Cottrell
Signature of Witness        Title: Legal Intern
Name, address and occupation of witness
	
	
	 




“Le Millenium” 9 Boulevard Charles III, MC 98000 Monaco


Executed as a deed by            
For and on behalf of                    /s/Luca Forgione 
SCORPIO TANKERS INC.                Name: Luca Forgione 
As agent for and on behalf of each of the STNG SPVs     Title: General Counsel
-----------------------------------
In the presence of         Name: Andrew Cottrell    /s/ Andrew Cottrell
Signature of Witness         Title: Legal Intern
Name, address and occupation of witness
	
	
	







“Le Millenium” 9 Boulevard Charles III, MC 98000 Monaco


Executed as a deed by        
For and on behalf of            
SCORPIO SERVICES HOLDING LIMITED        /s/ Filippo Lauro
Name: Filippo Lauro
Title: Executive Chairman- Vice President
-----------------------------------
                            
In the presence of         Name: Andrew Cottrell        /s/ Andrew Cottrell
Signature of Witness        Title: Legal Intern
Name, address and occupation of witness
	
	
	 




“Le Millenium” 9 Boulevard Charles III, MC 98000 Monaco


Executed as a deed by            
For and on behalf of
SCORPIO COMMERCIAL MANAGEMENT S.A.M. /s/ Aldo Poma








 



Name: Aldo Poma
Title: Administrateur Delegue
-----------------------------------
                            
In the presence of         Name: Andrew Cottrell        /s/ Andrew Cottrell
Signature of Witness        Title: Legal Intern
Name, address and occupation of witness
	
	
	 




“Le Millenium” 9 Boulevard Charles III, MC 98000 Monaco


Executed as a deed by
For and on behalf of
SCORPIO SHIP MANAGEMENT S.A.M.        /s/ Francesco Bellusci
Name: Francesco Bellusci    
Title: Administrateur Delegue
-----------------------------------
                            
In the presence of         Name: Andrew Cottrell        /s/ Andrew Cottrell
Signature of Witness        Title: Legal Intern
Name, address and occupation of witness
“Le Millenium” 9 Boulevard Charles III, MC 98000 Monaco








 





Schedule A 




For the purposes of this Deed of Amendment, “Change of Control” means the occurrence of any of the following: 
(A) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of STNG’s  or its subsidiaries’ assets, taken as a whole, to any Person other than to a Permitted Owner; 
(B) an order made for, or the adoption by the Board of Directors of a plan of, liquidation or dissolution of STNG; 
(C) the consummation of any transaction (including any merger or consolidation) the result of which is that any Person, other than a Permitted Owner, becomes the beneficial owner, directly or indirectly, of a majority of STNG’s Voting Securities, measured by voting power rather than number of shares; 
(D) if, at any time, STNG becomes insolvent, admits in writing its inability to pay its debts as they become due, is adjudged bankrupt or declares bankruptcy or makes an assignment for the benefit of creditors, or makes a proposal or similar action under the bankruptcy, insolvency or other similar laws of any applicable jurisdiction or commences or consents to proceedings relating to it under any reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction; 
(E) the consolidation of STNG with, or the merger of STNG with or into, any Person, other than a Permitted Owner or the consolidation of any Person, other than a Permitted Owner, with, or the merger of any Person, other than a Permitted Owner, with or into, STNG, in any such event pursuant to a transaction in which any of the common stock outstanding immediately prior to such transaction are converted into or exchanged for cash, securities or other property or receive a payment of cash, securities or other property, other than any such transaction where STNG’s Voting Securities outstanding immediately prior to such transaction are converted into or exchanged for Voting Securities of the surviving or transferee Person constituting a majority (measured by voting power rather than number of shares) of the outstanding Voting Securities of such surviving or transferee Person immediately after giving effect to such issuance; or 
(F) a change in directors after which a majority of the members of the Board of Directors are not directors who were either nominated by, appointed by or otherwise elected with the approval of current board members at the time of such election.
 “Affiliates” means, with respect to any Person as at any particular date, any other Persons that directly or indirectly, through one or more intermediaries, are Controlled by, Control or are under common Control with the Person in question, and “Affiliate” means any one of them.
“Control” or “Controlled” means, with respect to any Person, the right to elect or appoint, directly or indirectly, a majority of the directors of such Person or a majority of the Persons who have the right, including any contractual right, to manage and direct the business, affairs and operations of such Person, or the possession of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of Voting Securities, by contract, or otherwise.








 



“Governmental Authority” means any domestic or foreign government, including any federal, provincial, state, territorial or municipal government, any multinational or supranational organization, any government agency (including the U.S. Securities and Exchange Commission), any tribunal, labor relations board, commission or stock exchange (including the New York Stock Exchange), and any other authority or organization exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government.
“Permitted Owner” means SSH and all Affiliates thereof.
“Person” shall have the meaning ascribed to it as such term is used in Section 13(d)(3) of the Securities Exchange Act, as amended. 
“Voting Securities” means securities of all classes of a Person entitling the holders thereof to vote on a regular basis in the election of members of the board of directors or other governing body of such Person. 




SK 26596 0004 7266033