d990876_ex4-5.htm


    EXHIBIT
4.5

     

    AMENDMENT
TO RESTATED MANAGEMENT AGREEMENT

     

    This
Amendment to the Restated Management Agreement (this “Amendment”) is made as of
the 31st day
of May, 2009, 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, as further amended on October 12, 2004, April 29, 2005, November
19, 2005 and May 3, 2008 (the “Restated Management Agreement”); and

     

    WHEREAS,
Section 2 of the Restated Management Agreement currently provides, inter alia,
that the term of the Restated Management Agreement shall terminate on June 30,
2019, unless earlier terminated by the parties or unless extended by the parties
following mutual agreement; and

     

    WHEREAS,
the Company and Scandic wish to amend Section 2 of the Restated Management
Agreement to extend the term of the Restatement Management
Agreement.

     

    NOW,
THEREFORE, the parties hereby agreed as follows:

     

    1.           Section
2 of the Restated Management Agreement is hereby amended in its entirety to read
as follows:

     

    “The term
of this Agreement shall commence on June 30, 2004 and shall terminate as
follows, unless earlier terminated pursuant to Section 6 hereof or unless
extended by the parties following mutual agreement:

     

    Until
June 30, 2009, this Agreement shall terminate on June 30, 2019;

     

    Thereafter,
this Agreement shall terminate on the date which is ten years from the calendar
date so that the remaining term of this Agreement shall always be ten
years.”

     

    2.           All
other terms of the Restated Management Agreement shall remain in full force and
effect.

     

    3.           This
Amendment may be executed in several counterparts, and all counterparts so
executed shall constitute one agreement, binding on all of the parties hereto,
notwithstanding that all of the parties are not signatory to the original or the
same counterpart.

     

    [Signature Page Follows]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
 

    IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first above written.

    
 

    
      
 

      
        
          	 
      	
                  NORDIC
      AMERICAN TANKERSHIPPING LIMITED

                	 
      
	 
      	 
      	 
      
	 
      	
                  By

                	
                  /s/
      Hon. Sir David Gibbons

                	 
      
	 
      	 
      	
                  Name:
      Hon. Sir David Gibbons

                	 
      
	 
      	 
      	
                  Title:
      Director

                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By

                	
                  /s/
      Andreas Ove Ugland

                	 
      
	 
      	 
      	
                  Name:
      Andreas Ove Ugland

                	 
      
	 
      	 
      	
                  Title:
      Director

                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By

                	
                  /s/
      Torbjørn Gladsø

                	 
      
	 
      	 
      	
                  Name:
      Torbjørn Gladsø

                	 
      
	 
      	 
      	
                  Title:
      Director

                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By

                	
                  /s/
      Andrew W. March

                	 
      
	 
      	 
      	
                  Name:
      Andrew W. March

                	 
      
	 
      	 
      	
                  Title:
      Director

                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By

                	
                  /s/
      Paul J. Hopkins

                	 
      
	 
      	 
      	
                  Name:
      Paul J. Hopkins

                	 
      
	 
      	 
      	
                  Title:
      Director

                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By

                	
                  /s/
      Richard H.K. Vietor

                	 
      
	 
      	 
      	
                  Name:
      Richard H.K. Vietor

                	 
      
	 
      	 
      	
                  Title:
      Director

                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 	 	 	 
	 
      	 
      	 
      	 
      
	 
      	
                  SCANDIC
      AMERICAN SHIPPING LTD.

                	 
      
	 
      	 
      	 
      
	 
      	
                  By

                	
                  /s/
      Herbjørn Hansson

                	 
      
	 
      	 
      	
                  Name:
      Herbjørn Hansson

                	 
      
	 
      	 
      	
                  Title: