EXHIBIT 10.3.2
AMENDMENT NO. 1
TO
TIME CHARTER PARTY
April 11, 2005
Reference is hereby made to the Time Charter Party, dated October
20, 2004 (the "Time Charter"), between Companion Ltd., a company incorporated in
the Islands of Bermuda (the "Owners") and Stena Bulk AB, a company incorporated
in the Kingdom of Sweden (the "Charterers"). Capitalized terms used but not
defined herein shall have the meanings assigned to them in the Time Charter.
The Owners and the Charterers hereby agree that the provisions of
the Time Charter shall be amended as follows:
1. The schedule set forth in Clause 47 shall be deleted and replaced
by the following:
"Period Basic Hire
1 (Delivery Date - November 10, 2005) $ 17,400
2 (November 11, 2005 - November 10, 2006) $ 17,688
3 (November 11, 2006 - November 10, 2007) $ 17,989
4 (November 11, 2007 - November 10, 2008) $ 18,306
5 (November 11, 2008 - November 10, 2009) $ 18,639
Option 1 (November 11, 2009 - November 10, 2010) $ 18,989
Option 2 (November 11, 2010 - November 10, 2011) $ 19,356
Option 3 (November 11, 2011 - November 10, 2012) $ 19,741"
2. The first and second sentences of the first paragraph of Clause
48(B) shall be deleted and replaced by the following:
"The "Additional Hire" payable for any calendar quarter (other
than the first three full calendar quarters following the
Delivery Date) shall be equal to an amount calculated as fifty
percent (50%) of the Weighted Average Hire for the quarter
after deduction of the Basic Hire in effect for that quarter,
subject to adjustment as provided in paragraph (D) below. In
the case of each of the first three full calendar quarters
following the Delivery Date, the "Additional Hire" payable for
such calendar quarter shall be equal to an amount calculated
as fifty percent (50%) of the Weighted Average Hire for the
period from the Delivery Date to the last day of such calendar
quarter after deduction of the Basic Hire in effect for such
period, subject to adjustment as provided in paragraphs (C)
and (D) below. As used herein, the "Weighted Average Hire" for
any calendar
quarter (other than the first three full calendar quarters
following the Delivery Date) shall be an amount equal to the
Average Daily Rate for such calendar quarter multiplied by the
number of days in such calendar quarter (excluding any days in
such calendar quarter during which Additional Hire is not
payable as provided in paragraph (A) above). In the case of
each of the first three full calendar quarters following the
Delivery Date, the "Weighted Average Hire" for such calendar
quarter shall be an amount equal to the Average Daily Rate for
such calendar quarter multiplied by the number of days in the
period from the Delivery Date to the last day of such calendar
quarter (excluding any days in such period during which
Additional Hire is not payable as provided in paragraph (A)
above)."
3. The fourth paragraph of Clause 48(B) shall be deleted and
replaced by the following:
"As used herein, the "Calculation Period" shall be the twelve
month period ending on the last day of each calendar quarter,
except that in the case of each of the first three full
calendar quarters following the Delivery Date, the Calculation
Period shall be the period from the Delivery Date to the last
day of such calendar quarter."
4. Clause 48(C) shall be deleted and replaced by the following:
"Adjustment for the first three full calendar quarters
The amount of Additional Hire, if any, payable for each of the
first three full calendar quarters following the Delivery Date
shall be adjusted by deducting from the amount of Additional
Hire calculated pursuant to Section 48(B) for such calendar
quarters any Additional Hire paid since the Delivery Date. If
after such deduction, the Additional Hire payable for such
quarter is equal to or less than zero, no Additional Hire
shall be payable for such quarter. In the case of the third
full calendar quarter, if the deduction of previously paid
Additional Hire as set forth in the first sentence of this
Section 48(C) results in a negative amount, such negative
amount may be used by the Charterers to reduce future
Additional Hire until such negative amount has been reduced to
zero."
Set forth on Annex A hereto is an illustration of the calculation of
Additional Hire pursuant to Clause 48(B) of the Time Charter, as amended by this
Amendment, and the adjustment of Additional Hire for the first three full
calendar quarters following the Delivery Date pursuant to Clause 48(C) of the
Time Charter, as amended by this Amendment. The sample calculation set forth on
Annex A hereto is for illustrative purposes only.
The provisions of this Amendment shall apply to the calculation of
Additional Hire for all periods commencing on or after January 1, 2005.
2
Nothing in this Amendment shall affect the previous calculation and
payment of Additional Hire for the period from the Delivery Date to December 31,
2004.
This Amendment shall be governed by and construed in accordance with
the laws of England. Except as provided herein, the Time Charter shall remain
unchanged.
OWNERS CHARTERERS
Companion Ltd. Stena Bulk AB
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ Mats ▇▇▇▇▇▇▇▇
------------------- -----------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: Mats ▇▇▇▇▇▇▇▇
Title: President and CEO Title: Director
3
Annex A
Sample Calculation of Additional Hire
Pursuant to Clause 48(B) and (C) of the Time Charter
The following sample calculation is for illustrative purposes only and does
constitute part of the Amendment. The Time Charter Equivalent (TCE) rates
presented in the sample calculation below for quarters ending after the date of
the Amendment are hypothetical rates and no assurance can be given that the
actual TCE rates will be the same as these hypothetical rates. The actual TCE
rates for such quarters and the amount of Additional Hire payable for such
quarters may vary from the amounts set forth below and such variations may be
material.
AVERAGE NUMBER OF DAYS ADDITIONAL HIRE ADDITIONAL HIRE NEGATIVE AMOUNT
TCE FOR IN CALCULATION CALCULATED AS ADJUSTED CARRIED FORWARD
TCE FOR CALCULATION OF WEIGHTED PURSUANT TO PURSUANT TO PURSUANT TO
QUARTER(1) QUARTER(2) PERIOD(3)(4) AVERAGE HIRE(5) CLAUSE 48(B)(6) CLAUSE 48(C)(7) CLAUSE 48(C)(8)
---------- ---------- ------------ --------------- --------------- --------------- ---------------
4 Q 2004 $ 47,267 $ 47,267 51 $ 761,609 $ 761,609 $ 0
1 Q 2005 20,000 29,863 141 878,609 117,000 0
2 Q 2005 16,000 24,425 232 814,909 0 -63,700
3 Q 2005 24,000 24,304 324 1,118,509 239,900 0
4 Q 2005 28,000 22,027 92 205,516 205,516 0
1 Q 2006 16,000 21,041 90 150,889 150,889 0
2 Q 2006 16,000 21,041 91 152,566 152,566 0
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(1) The fourth quarter of 2004 includes only the period from the Delivery Date
(November 10, 2004) to the last day of such quarter.
(2) TCE refers to the Time Charter Equivalent Hire (as defined in the Time
Charter) calculated for each calendar quarter.
(3) Average TCE refers to the Average Daily Rate (as defined in the Time
Charter) and assuming that the vessel is not subchartered by the
Charterers under a time charter for any period during the Calculation
Period.
(4) The Calculation Period for each of the first, second and third quarters of
2005 is the period from the Delivery Date to the last day of such quarter.
The Calculation Period for the fourth quarter of 2005 and for all quarters
thereafter is the twelve-month period ending on the last day of such
quarter.
(5) For each of the first, second and third quarters of 2005, the number of
days by which the Average Daily Rate is multiplied in calculating the
Weighted Average Hire (as defined in the Time Charter) is the number of
days in the applicable Calculation Period, assuming that the vessel is not
off-hire for any days during such Calculation Period. For the fourth
quarter of 2005 and for all quarters thereafter, the number of days by
which the Average Daily Rate is multiplied in calculating the Weighted
Average Hire is the number of days in the applicable quarter, assuming
that the vessel is not off-hire for any days during such quarter.
(6) For each of the first, second and third quarters of 2005, Additional Hire
is equal to 50% of the Weighted Average Hire for the period from the
Delivery Date to the last day of such calendar quarter, after deduction of
the Basic Hire in effect for such period. For the fourth quarter of 2005
and for all quarters thereafter, Additional Hire is equal to 50% of the
Weighted Average Hire for such calendar quarter after deduction of the
Basic Hire in effect for such quarter. The Basic Hire in effect for the
period from the Delivery Date through November 10, 2005 is $17,400 per
day. The Basic Hire in effect for the period from November 11, 2005
through November 10, 2006 is $17,688 per day. Accordingly, the Basic Hire
in effect for the fourth quarter of 2005 is $17,559.65 (the weighted
average of 41 days at $17,400 per day and 51 days at $17,688 per day).
(7) For each of the first, second and third quarters of 2005, the amount of
Additional Hire calculated pursuant to Section 48(B) of the Time Charter
is adjusted by deducting any Additional Hire paid since the Delivery Date.
(8) In the third quarter of 2005, if the deduction of previously paid
Additional Hire results in a negative amount, that negative amount may be
carried forward and deducted from future Additional Hire payments.