Exhibit 4.5.2


 


AMENDMENT NO. 1 TO

MANAGEMENT AGREEMENT AND ACCESSION AGREEMENT


 


This Accession Agreement
and Amendment No. 1 to Management Agreement is made as of the 1 day of March,
2004, by and between KNIGHTSBRIDGE TANKERS 
LIMITED, a company organized and existing under the laws of Bermuda (the
“Company”), acting on behalf of itself, the companies set forth on
Schedule A hereto (the “Original Subsidiaries”) (as defined below) and the
companies set forth on Schedule B hereto (the “Additional Subsidiaries” and
together with the Original Subsidiaries, the “Subsidiaries”), and ICB SHIPPING
(BERMUDA) LTD., a company organized and existing under the laws of Bermuda (the
“Manager”).


 


W  I  T  N  E
S  S  E  T  H:


 


WHEREAS, the Company, the Original Subsidiaries and the Manager are
parties to a Management Agreement, dated February 12, 1997 (the “Management
Agreement”); and


 


WHEREAS, the Original
Subsidiaries own the vessels set forth opposite their respective names on
Schedule A (the “Vessels”), and chartered the Vessels to the Charterer (as
defined below) pursuant to the Charters (as defined below); and


 


WHEREAS, the Charterer
has determined not to exercise its option to extend the Charters, and is
redelivering the Vessels; and


 


WHEREAS, upon such
redelivery, the Original Subsidiaries intend to convey the Vessels to the
Additional Subsidiaries, as set forth on Schedule B hereto, and the Additional
Subsidiaries and the Company intend to refinance the Credit Agreement (as
defined below); and


 


WHEREAS, the Company’s
shareholders have determined to continue the Company in business, and the
Company has requested the Manager, and the Manager has agreed, to assume
operational responsibility for the Vessels and to recharter the Vessels,
subject to the Board’s approval; and


 


WHEREAS, Section 6(c) of
the Management Agreement provides that if, upon the expiration of the Charters,
the Company undertakes any operational responsibilities with respect to the
Vessels and requests the Manager to perform any of such responsibilities on the
Company’s behalf, the parties shall negotiate the terms of such
responsibilities and renegotiate the fee and expenses payable to the Manager,
and


 


WHEREAS, the Additional
Subsidiaries wish to accede to the Management Agreement as amended by this
Amendment No. 1.


 


NOW, THEREFORE, it is
hereby agreed as follows:


 


1.             Defined Terms. 
Unless otherwise defined herein, all defined terms when used herein
shall have the meanings ascribed to them in the Management Agreement.  The term


 

















 


“Company” shall include, where necessary, not only the
Original Subsidiaries, but also the Additional Subsidiaries.


 


2.             Services.


 


Section 2.1 of the Management Agreement is amended by
adding the following subsections:


 


“(q)         as agent only on behalf of the Company,
supervising the commercial trading of the Vessels and the conclusion of all
charter parties, contracts of affreightment, consecutive voyage charter
parties, and other contracts of employment in respect thereof;


 


(r)            if a Vessel would be employed in any
trade or service which might prejudice the Company by reason of trade or
political difficulties, consulting with the Company before committing the
Vessel to such service or trade and only fixing with the Company’s prior
approval and at all times keeping the Company advised as to those countries
and/or trades which might prejudice the operation of the Vessels;


 


(s)           negotiating and collecting offers for
the refinancing of the Credit Agreement, selecting the most competitive bids
and presenting the Company with a proposal for refinancing the Vessels, subject
to the Board’s  final determination on
any refinancing;


 


(t)            being responsible for all
communication and contact between the Company and its lenders and banks that
provide financing and other services to the Company and ensuring, to the best
of its abilities (without taking any responsibility for the Company’s ability
to meet its obligations), that the Company observes and complies with all its
obligations in and towards the lenders;


 


(u)           procuring and supervising, as agent
only on behalf of the Company, the following services rendered by or in
cooperation with one or more Technical Managers (as defined below):


 


(i)                                    conducting all operation/performance
of the Vessels, including but not limited to all matters with respect to
voyages, cargoes and persons to be carried, and procuring or providing all
services incident thereto including, but not limited to, cargo handling, port
activities (including pilotage, towing, wharfage and dockage), bunkering,
stevedoring, canal transits, services of agents, brokers and consultants and
arranging for payment of all expenses in respect of the foregoing as necessary
for the operation of the Vessels;


 


(ii)                                 issuing or causing to be issued all
necessary shipping documents;


 


(iii)                              executing voyage schedules, routing,
loading and discharging;


 


(iv)                             handling all post-fixture claims and
arranging for all collections arising out of the operation of the Vessels,
including the collection


 


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and handling of all freight and/or hire payments, demurrage
and dispatch; and


 


(v)                                arranging for the entry and
clearance of the Vessels and for berth and terminal facilities when necessary.


 


(v)           As agent only on behalf of the
Company, supervising the technical operation of the Vessels and having the
power in its name or in the name of the Company, without the need for any
further formal power of attorney, to do and perform all acts, deeds, matters
and things which may be necessary or expedient for the supervision, performance
or provision of all or any of such services or ancillary thereto or otherwise
in relation to the proper and efficient operation of the Vessels, including
(but not limited to) the following:


 


(i)                                    providing the technical ship
managers (the “Technical Managers”) appointed by the Company with appropriate
instructions;


 


(ii)                                 proposing an insurance arrangement
for the Vessels including a budget and allowing the Company to enter the
Vessels into the Manager’s long-term H&M and LoH program and its War
scheme  provided they are approved by
the Company.  Such coverage shall
include H&M, LoH, war, P&I, Excess oil, Defense and to the extent
required by its lenders, MII including AP;


 


(iii)                              based on instructions from the
Company entering the Vessels in protection and indemnity, defense and other
such clubs or associations and all matters pertaining thereto;


 


(iv)                             handling and settling all insurance,
particular and general average, salvage and other claims in connection with the
Vessels and all matters pertaining thereto; provided, however, that no
individual claim exceeds USD 100,000. 
The Manager shall not commence legal proceedings without the approval of
the Company;


 


(v)                                performing or causing to be
performed all necessary services in connection with salvage and general average
in respect of the Vessels;


 


(vi)                             keeping the Company advised with
respect to the operation of the Vessels and the performance of the services
hereunder;


 


(vii)                          providing the Company with
benchmarking information (between the Company’s vessels and the Technical
Managers’ performance of services to the Manager’s own vessels);


 


(viii)                       deciding on standards of ship
operation with the approval of the Company and instructing the Technical
Managers when requirements are outside such standards;


 


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(ix)                               by regular visits (at least
annually) onboard the Vessels, verifying the Vessels’ technical condition and
memorializing such visits in reports and - where appropriate - taking necessary
actions with respect to instructions to the Technical Manager, and visiting the
Vessels on passages or in ports in order to attend onboard at loading or
discharge operation where appropriate;


 


(x)                                  allowing the Vessels to benefit from
the Manager’s bulk purchasing arrangements  and it being understood that any bonus, rebate or similar
negotiated or received benefit shall pass to the Company;


 


(xi)                               in co-operation with the Technical
Managers:


 


(A)                             following up and pursuing the
development of planning regarding oil spill actions and other safety routines;


 


(B)                               verifying that all actions,
instructions and training in respect of the Vessels’ safety have been carried
through diligently, and


 


(C)                               arranging for oil spill contingency
plans and taking all actions provided for in the US Oil Pollution Act of 1990
including, but not limited to, appointing and liaising with the “Qualified
Individual” required and to enter into necessary agreements with clean-up
contractors in the US and other relevant countries.


 


(xii)                            procuring and supervising the
following services rendered by or in co-operation with the Technical Managers:


 


(A)                             keeping books, records and accounts
relating to the activities and business of the Vessels in such form as may be
required by the Company;


 


(B)                               procuring dry-docking plans and
negotiating with shipyards in relation to major repairs and dry-dockings and
attending and supervising all such works;


 


(xiii)                         procuring that the Technical Manager
applies for and maintains, as operator of the Vessel, a Certificate of
Financial Responsibility under §138.30(b) of the Regulations of the United
States Coast Guard under the Oil Pollution Act of 1990 and filing periodic
submissions in connection therewith. In connection with such applications, the
Technical Manager may obtain a financial guarantee from any entity selected by
the Manager in consultation with the Company;


 


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(xiv)                        procuring that the Technical Manager
obtains and maintains for itself ISO and ISM Documents or Certificates of
Compliance and obtains and maintains for the Vessel an ISO Certificate of
Compliance and an ISM Safety Management Certificate.


 


(xv)                           On behalf of the Company,
supervising the services to be provided by the Technical Managers in relation
to the overall accounting for the Company and ensuring that the Board is
provided with:


 


(A)                             an annual budget of the Company’s
operating costs delivered to the Company by November 30th of the preceding
year, with deviations from the budget being disclosed and explaining in the
annual report, deviations greater than USD $100,000 (per Vessel, per incident)
that must be approved by the Company;


 


(B)                               annual report of all bonuses,
rebates or similarly negotiated benefit received;


 


(C)                               such other budgets and projections
as the Company shall request from time to time;


 


(D)                              quarterly statements of the
Company’s overall operating costs and the Vessels’ operating costs to be
delivered within 40 days of the end of such quarter;


 


(E)                                annual reports for the Company;


 


(F)                                periodic reports regarding the
Manager’s and various other brokers’ analysis of the shipping market;


 


(G)                               weekly reports, including quarterly
forecasts, of the result of trading the Company’s Vessels (or its pool
earnings, as the case may be) presented in electronic form;


 


(H)                              comprehensive benchmarking of the
Manager’s bunkers purchasing activity, including the benchmarking with the
Frontline VLCC fleet, as the Company shall request from time to time; and


 


(I)                                   such other accounts, reports
(including voyage reports) and budget follow-ups as the Company shall
reasonably require from time to time.”


 


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3.             Term.


 


Section 3 of the
Management Agreement is amended to read as follows:


 


“The term of this
Agreement shall commence on February 12, 1997, with respect to the Company and
the Original Subsidiaries, and on
                      ,
2004, with respect to the Additional Subsidiaries, and shall terminate on the
fifteenth anniversary of the Delivery Date, unless earlier terminated pursuant
to Section 6(c) or Section 7 hereof.”


 


4.             Fees and Expenses.


 


(a)                                 Section
4 of the Management Agreement is amended by adding the following to the end of
Section 4(a):


 


“Commencing on 1 February, 2004, the Company shall pay to the Manager
an annual fee of $630,000, payable quarterly in arrears.  The fee for 2004 shall be paid pro  rata
from 1 February, 2004.”


 


(b)                                Section
4(b) of the Management Agreement is amended by deleting the word “and” before
(viii), changing the period at the end thereof to a comma and adding the
following to the end of the last sentence thereof:


 


“(ix) directors’
fees and meeting expenses; (x) third-party public relations services; (xi)
registrars’ fees’; (xii) audit fees; (xiii) legal fees and other professional
fees; (xiv) company franchise fees (xv) Bank Fees; (xvi) D&O Insurance.”


 


(c)                                 The
following are added as Sections 4(c), 4(d) and 4(e), respectively:


 


“4(c)  The Manager shall, at its own cost and
expense, provide all office accommodation, equipment, office stationery, staff,
staff salaries and ancillary office expenses required for the performance of
its services as Manager for the Company.


 


4(d)  All travel expenses, as well as all costs
for the services rendered by external contractors/subcontractors shall be
invoiced separately. For the avoidance of doubt, any remuneration to the
Technical Managers for their technical services and to the Technical Managers
for their accounting services shall be paid directly by the relevant Subsidiary
to the relevant Technical Manager.


 


4(e)  Upon reasonable notice, the relevant
Subsidiary shall provide the Manager with any funds that the Manager may
reasonably


 


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request to cover
reasonable estimated disbursements and expenses.”


 


5.             Expiration of Charters.


 


(a)                                 Section
6(b) of the Management Agreement amended by inserting the following at the end
of the second to last sentence thereof: 
“including any time charter, bareboat charter, voyage charter, contract
of affreightment or pool participation”, so that such sentence shall read:


 


“The Manager shall receive a commission equal to 1.25% of the gross
freight earned on the rechartering of the Vessel in the spot market or from any
time or other period charter employment for the Vessel, including any time
charter, bareboat charter, voyage charter, contract of affreightment or pool
participation.”


 


(b)                                Section
6(c) of the Management Agreement is hereby deleted.


 


6.             Notices.


 


Section 10 of the
Management Agreement is hereby amended to read as follows:


 


“All notices,
consents and other communications hereunder or necessary to exercise any rights
granted hereunder, shall be in writing, either by prepaid registered mail or
telefax as follows:


 


If to the Company:


 


P.O.
Box HM 1593

Par-la-Ville Place, 4th Floor

Par-la-Ville Road

Hamilton HM GX, Bermuda

Attn.:  Company Secretary


 


Telefax
no:  +441 295-3494


 


with
a copy to:


 


Frontline
Management AS

P.O. Box 1327 Vika

N-0112 Oslo

Norway


 


Attn:  President


 


Telefax
no.  +47-23-11-40-40


 


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If
to the Manager:


 


ICB
Shipping (Bermuda) Limited

P.O. Box HM 1593

Par-la-Ville Place, 4th Floor

Par-la-Ville Road

Hamilton HM GX, Bermuda


 


Attn.:
Company Secretary


 


Telefax
no.:  +441 295-3494


 


in
each case with a copy to:


 


Frontline
Management AS

P.O. Box 1327 Vika

N-0112 Oslo

Norway


 


Attn:  President


 


Telefax
no.:  +47-23-11-40-40”


 


7.             Entire Agreement, etc.


 


Section 11 of the Management Agreement is amended to
read as follows:


 


“This Agreement embodies
the entire agreement and understanding between the parties hereto relating to
the management services to be provided by the Manager to the Company and may
not be amended, waived or discharged except by an instrument in writing
executed by the party against whom enforcement of such amendment, waiver or
discharge is sought.  Whenever
appropriate, references to ‘this Agreement’ shall mean ‘this Agreement, as
amended from time to time’.”


 


8.             Assignment, Subcontracting and
Delegation.


 


The following is added as
Section 12A to the Management Agreement:


 


“The Manager may
subcontract its duties hereunder to Frontline Management (Bermuda) Ltd.,
Frontline Management AS, or any other party, including Technical Managers
(which may be evidenced in separate agreements between such Technical Managers
and the applicable Subsidiaries) approved by the Company’s lenders if
applicable loan documents so require; provided, however, that such parties
execute subordinations if required by applicable loan documents, and further
provided that the Manager shall remain fully responsible for its performance
hereof.”


 


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9.             Accession


 


By their signature
hereof, the Additional Subsidiaries accede to the Management Agreement, as
amended, and become parties thereto.


 


10.           Counterparts.


 


This Amendment No. 1 and
Accession Agreement may be executed in one or more written counterparts each of
which shall be deemed an original, but all of which together shall constitute
one instrument.


 


IN WITNESS WHEREOF, the
undersigned have executed this Amendment No. 1 and Accession Agreement as of
the date first above written.


 


	
   

  	
  KNIGHTSBRIDGE
  TANKERS  LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Ola Lorentzon

  	
   

  
	
   

  	
   

  	
  Name: Ola Lorentzon

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  ICB SHIPPING (BERMUDA)
  LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Kjell Langva

  	
   

  
	
   

  	
   

  	
  Name: Kjell Langva

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  KNIGHTSBRIDGE TANKERS
  LIMITED, on behalf of

  CEDARHURST TANKERS LDC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Ola Lorentzon

  	
   

  
	
   

  	
   

  	
  Name: Ola Lorentzon

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  KNIGHTSBRIDGE TANKERS
  LIMITED, on behalf of

  HEWLETT TANKERS LDC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Ola Lorentzon

  	
   

  
	
   

  	
   

  	
  Name: Ola Lorentzon

  
	
   

  	
   

  	
  Title: Director

  



 


9

















 


	
   

  	
  KNIGHTSBRIDGE TANKERS
  LIMITED, on behalf of

  INWOOD TANKERS LDC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Ola Lorentzon

  	
   

  
	
   

  	
   

  	
  Name: Ola Lorentzon

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  KNIGHTSBRIDGE TANKERS
  LIMITED, on behalf of

  LAWRENCE TANKERS LDC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Ola Lorentzon

  	
   

  
	
   

  	
   

  	
  Name: Ola Lorentzon

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  KNIGHTSBRIDGE TANKERS
  LIMITED, on behalf of

  WOODMERE TANKERS LDC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Ola Lorentzon

  	
   

  
	
   

  	
   

  	
  Name: Ola Lorentzon

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  KNIGHTSBRIDGE TANKERS
  LIMITED, on behalf of

  KTL CAMDEN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Ola Lorentzon

  	
   

  
	
   

  	
   

  	
  Name: Ola Lorentzon

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  KNIGHTSBRIDGE TANKERS
  LIMITED, on behalf of

  KTL MAYFAIR, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Ola Lorentzon

  	
   

  
	
   

  	
   

  	
  Name: Ola Lorentzon

  
	
   

  	
   

  	
  Title: Director

  



 


10

















 


	
   

  	
  KNIGHTSBRIDGE TANKERS
  LIMITED, on behalf of

  KTL KENSINGTON, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Ola Lorentzon

  	
   

  
	
   

  	
   

  	
  Name: Ola Lorentzon

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  KNIGHTSBRIDGE TANKERS
  LIMITED, on behalf of

  KTL CHELSEA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Ola Lorentzon

  	
   

  
	
   

  	
   

  	
  Name: Ola Lorentzon

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  KNIGHTSBRIDGE TANKERS
  LIMITED, on behalf of

  KTL HAMPSTEAD, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Ola Lorentzon

  	
   

  
	
   

  	
   

  	
  Name: Ola Lorentzon

  
	
   

  	
   

  	
  Title: Director

  



 


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SCHEDULE A


 


	
  Vessel
  Name

  	
   

  	
  Original Subsidiary

  
	
   

  	
   

  	
   

  
	
  Murex

  	
   

  	
  Inwood Tankers, LDC

  
	
   

  	
   

  	
   

  
	
  Magdala

  	
   

  	
  Cedarhurst Tankers, LDC

  
	
   

  	
   

  	
   

  
	
  Myrina

  	
   

  	
  Woodmere Tankers, LDC

  
	
   

  	
   

  	
   

  
	
  Macoma

  	
   

  	
  Lawrence Tankers, LDC

  
	
   

  	
   

  	
   

  
	
  Megara

  	
   

  	
  Hewlett Tankers, LDC

  



 


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SCHEDULE B


 


	
  Additional
  Subsidiary

  	
   

  	
  Vessel

  
	
   

  	
   

  	
   

  
	
  KTL Camden, Inc.

  	
   

  	
  Camden (ex-Murex)

  
	
   

  	
   

  	
   

  
	
  KTL Mayfair, Inc.

  	
   

  	
  Mayfair (ex-Magdala)

  
	
   

  	
   

  	
   

  
	
  KTL Kensington, Inc.

  	
   

  	
  Kensington (ex-Myrina)

  
	
   

  	
   

  	
   

  
	
  KTL Chelsea, Inc.

  	
   

  	
  Chelsea (ex-Macoma)

  
	
   

  	
   

  	
   

  
	
  KTL Hampstead, Inc.

  	
   

  	
  Hampstead (ex-Megara)

  



 


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