<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Name of Issuer: Nordic American Tanker Shipping Limited
Title of Class of Securities: Common Shares
CUSIP Number: G65773106
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Herbjorn Hansson, c/o Ugland Nordic Shipping ASA,
Thor Dahls gt. 1-3, P.O. Box 54, 3201 Sandefjord, Norway
(Date of Event which Requires Filing of this Statement)
September 30, 1997
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
<PAGE>
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
2
<PAGE>
CUSIP No. G65773106
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UGLAND NORDIC SHIPPING ASA
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS*
BK
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) of 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Norway
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7. SOLE VOTING POWER
1,760,471
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
1,760,471
10. SHARED DISPOSITIVE POWER
3
<PAGE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,760,471
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
4
<PAGE>
The purpose of this Schedule 13D is to report the acquisition by
Ugland Nordic Shipping ASA (the "Reporting Person") of Common
Shares, $.01 par value (the "Shares"), of Nordic American Tanker
Shipping Limited (the "Issuer"), representing 14.9% of the total
Shares outstanding.
Item 1. Security and Issuer
The title of the class of equity securities to which
this statement relates is: Common Shares, $.01 par
value, of Nordic American Tanker Shipping Limited.
The name and address of the principal executive and
business office of the Issuer is:
Nordic American Tanker Shipping Limited
Cedar House
41 Cedar Avenue
Hamilton HM 12
Bermuda
Item 2. Identity and Background
This statement is being filed on behalf of Ugland Nordic
Shipping ASA (the "Reporting Person"), a Norwegian
corporation. The Reporting Person's principal office is
at Thor Dahls gt. 1-3, P.O. Box 54, 3201 Sandefjord,
Norway. The Reporting Person is a publicly-owned
Norwegian shipping company whose shares are listed on
the Oslo Stock Exchange.
The following lists the officers and directors of the
Reporting Person:
DIRECTORS
Arve Andersson
Director
Thor Dahls gt. 1-3
P.O. Box 54
3201 Sandefjord
Norway
Herbjorn Hansson
Director
Thor Dahls gt. 1-3
P.O. Box 54
3201 Sandefjord
Norway
5
<PAGE>
Axel Stove Lorentzen
Director
Thor Dahls gt. 1-3
P.O. Box 54
3201 Sandefjord
Norway
Tharald Brovig
Director
Thor Dahls gt. 1-3
P.O. Box 54
3201 Sandefjord
Norway
Njol Hansson
Director
Thor Dahls gt. 1-3
P.O. Box 54
3201 Sandefjord
Norway
Chris Rytter Jr.
Director
Thor Dahls gt. 1-3
P.O. Box 54
3201 Sandefjord
Norway
Andreas Ove Ugland
Director
Thor Dahls gt. 1-3
P.O. Box 54
3201 Sandefjord
Norway
OFFICERS
Andreas Ove Ugland
Chairman
Thor Dahls gt. 1-3
P.O. Box 54
3201 Sandefjord
Norway
6
<PAGE>
Herbjorn Hansson
President and
Chief Executive Officer
Thor Dahls gt. 1-3
P.O. Box 54
3201 Sandefjord
Norway
Niels Erik Feilberg
Chief Financial Officer
Thor Dahls gt. 1-3
P.O. Box 54
3201 Sandefjord
Norway
Neither the Reporting Person nor any of its officers or
directors listed above has, during the last five years,
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), nor have
any of them during the last five years, been a party to
a civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Reporting Person is deemed to
beneficially own 1,760,471 Shares. All 1,760,471 Shares
are held by the Reporting Person. 82,237 shares were
purchased on September 19, 1995 at a price of $12.16 per
Share for an aggregate purchase price of $1,000,002.
1,678,234 Shares were purchased on September 30, 1997 at
a price of $10.21 per Share upon exercise of warrants
for an aggregate purchase price of $17,134,769. The
source of funds for the purchase of the Shares is a bank
loan from Christiania Bank og Kreditkasse in Oslo,
Norway.
Item 4. Purpose of Transactions
The Shares beneficially owned by the Reporting Person
were acquired for, and are being held for, investment
purposes. The Reporting Person acts as manager of the
Issuer pursuant to a Management Agreement dated
September 19, 1995. The Reporting Person has no plan or
proposal which relates to, or would result in, any of
the actions enumerated in Item 4 of the instructions to
Schedule 13D.
7
<PAGE>
Item 5. Interest in Securities of Issuer
As of the date hereof, the Reporting Person is deemed to
be the beneficial owner of 1,760,471 Shares. As of
September 30, 1997 there were 11,813,850 Shares
outstanding. Therefore, the Reporting Person is deemed
to beneficially own 14.9% of the outstanding Shares.
The Reporting Person has the power to vote, direct the
vote, dispose of or direct the disposition of all the
Shares that it is deemed to beneficially own.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The Reporting Person is a party to an Underwriting
Agreement dated September 14, 1995, whereby it agreed
not to offer, sell or otherwise dispose of any Shares
held by it at any time prior to 90 calendar days after
September 30, 1997. The Reporting Person is also a
party to the Management Agreement dated as of
September 19, 1995 pursuant to which it provides
management, administrative and advisory services to the
Company.
Item 7. Material to be Filed as Exhibits
1. A description of the transactions in the Shares
that were effected by the Reporting Person.
2. Management Agreement dated as of September 19, 1995
entered into between the Reporting Person and the
Issuer.
3. Underwriting Agreement dated as of September 14,
1995 among the Issuer, the Reporting Person and
Lazard Freres & Co. LLC.
8
<PAGE>
Signature
The undersigned, after reasonable inquiry and to the
best of its knowledge and belief, certifies that the information
set forth in this statement is true, complete and correct.
UGLAND NORDIC SHIPPING ASA
By: /s/ Herbjorn Hansson
_____________________
Herbjorn Hansson
President and Chief
Executive Officer
October 10, 1997
9
01318004.AM1
<PAGE>
Exhibit 1
SCHEDULE OF TRANSACTIONS
Price Per Share
Date Shares Purchased (excluding commission)
____ ________________________ _________________
9/19/95 82,237 $12.16
9/30/97 1,678,234 $10.21
10
01318004.AM1
<PAGE>
Exhibit 2
MANAGEMENT AGREEMENT
This AGREEMENT is made as of the 19 day of September,
1995 by and between NORDIC AMERICAN TANKER SHIPPING LIMITED, a
company organized and existing under the laws of Bermuda (the
"Company"), and NORDIC AMERICAN SHIPPING A/S, a company organized
and existing under the laws of Norway ("NAS").
W I T N E S S E T H:
WHEREAS, the Company is intending to engage in the
business of acquiring, owning and chartering oil tankers and, in
connection therewith, has entered into the Participation
Agreement dated September 19, 1995 (the "Participation
Agreement") with NAS, BP Shipping Limited ("BPS"), The British
Petroleum Company p.l.c. ("British Petroleum")Cooperative
Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland"
("Rabobank") and Silver Island Corporation N.V. ("Silver
Island"), in accordance with which the Company has entered into,
or will enter into, the Transaction Documents to which it is or
will be a party and undertake the transactions set forth therein;
and
WHEREAS, NAS has expertise in the tanker industry and in
the financing of Vessels generally; and
WHEREAS, the Company has requested NAS, and NAS has
agreed, to provide services to the Company in connection with the
transactions contemplated by the Participation Agreement and the
management and administration of the business of the Company.
NOW, THEREFORE, the parties hereby agree as follows:
1. Defined Terms.
Unless otherwise defined herein, all defined terms when
used herein shall have the meanings ascribed to them in the
Participation Agreement except that, when used herein, the term
"Transaction Documents" shall include The UK Finance Leases.
2. Services.
2.1. During the term hereof (as provided in Section 3
of this Agreement), NAS shall provide the following services to
the Company subject, always, to the objectives and policies of
<PAGE>
the Company as established from time to time by the Company's
Board of Directors (the "Board"):
(a) the administration of compliance by the Builder,
BPS, British Petroleum, Rabobank and Silver Island with the terms
and conditions of the relevant Transaction Documents;
(b) the presentation, negotiation and settlement of any
claim, demand or petition on behalf of the Company with respect
to any of the Transaction Documents, including, without
limitation, the pursuit by the Company of any rights of
indemnification or reimbursement under any of the Transaction
Documents;
(c) the prosecution or defense of other claims arising
in connection with the business of the Company and the
Prospectuses;
(d) the provision of the services of such officers and
other staff of suitable skills and experience from among the
members of the staff of NAS as may be necessary in order to
properly perform the services referred to herein;
(d) the provision of office equipment and the use of
accounting or computing equipment when required and the necessary
executive, clerical and secretarial personnel for the performance
of the services set for herein;
(f) keeping all such books and records of things done
and transactions performed on behalf of the Company as the Board
may require from time to time, including liaising with the
Company's accountants, lawyers and other professionals;
(g) from time to time or at any time as requested by
the Board, reporting to the Board concerning the performance of
the foregoing services and the performance of the parties to the
Transaction Documents and furnishing advice and recommendations
with respect to all aspects of the business affairs of the
Company;
(h) assisting the Company to comply with the
requirements of all applicable securities laws, including the
Securities Act and the Exchange Act;
(i) maintenance of the Company's general ledger,
reconciliation of the Company's bank accounts, preparation of the
Company's periodic financial statements, including those required
for SEC, Bermuda and other governmental and regulatory or self-
regulatory agency filings and reports to shareholders, and
provision of related data processing services;
2
<PAGE>
(j) assistance in maintaining records of warrant and
shareholder ownership and transfer records through an independent
registrar and transfer agent;
(k) assistance in preparation of reports required to be
filed with the SEC and other governmental agencies, including
periodic reports on Forms 20-F and 6-K, as well as annual and
quarterly reports to shareholders;
(l) oversight of the exercise of the Warrants and the
registration by the Company of the Warrant Shares and the Standby
Shares;
(m) assistance in obtaining such insurance which the
Company determines to procure; and
(n) such other services as the Company may request and
NAS may agree to provide from time to time.
2.2. During the term hereof, NAS shall do all in its
power to maintain the existing business of the Company and shall
at all times and in all respects conform to and comply with the
lawful directions, regulations and recommendations made by the
Board and in the absence of any specific directions, regulations
and recommendations as aforesaid and subject to the terms and
conditions of this Agreement shall provide general administrative
and advisory services in connection with the management of the
business of the Company; provided, however, that the parties
recognize that NAS as a publicly traded company conducts its own
business and shall not be required to devote itself exclusively
to the affairs of the Company but only to such an extent as may
be required in order to perform its duties satisfactorily under
this Agreement. NAS shall be free to act for and represent any
other person, firm, corporation, company or other entity
throughout the world without the consent of the Company whether
or not the said person, firm, corporation, company or other
entity is engaged in business in competition with the Company.
2.3. Notwithstanding anything to the contrary contained
in this Agreement, any and all decisions of a material nature
shall be reserved to the Company, such decisions including, but
not limited to:
(a) Purchase and/or sale of a Vessel or other asset of
a material nature;
(b) chartering in of tonnage for periods exceeding
twelve months;
(c) employment of any Vessel for periods in excess of
twelve consecutive months;
3
<PAGE>
(d) entry into loans and any and all financial
undertakings and commitments connected therewith; and
(e) entry into and/or termination or amendments of any
contractual relationships.
3. Term.
The term of this Agreement shall commence on the date
hereof and shall terminate on the fourteenth anniversary of the
Exercise Date, unless earlier terminated pursuant to Section 6(c)
or Section 7 hereof.
4. Fees and Expenses.
(a) In consideration for NAS's providing the services
to the Company specified in this Agreement, the Company shall pay
NAS a fee (the "Fee") at the annual rate of Two Hundred Fifty
Thousand United States Dollars (US$250,000 ) per annum,
commencing on the First Closing Date. The Fee for the period
from the First Closing Date through September 30, 1997, shall be
paid in advance on the First Closing Date. The Fee for the
period October 1, 1997 through December 31, 1997, shall be paid
on the Second Closing Date. Commencing on January 1, 1998, the
Fee shall be paid quarterly in advance, on each January 1,
April 1, July 1 and October 1. In addition, in consideration of
the NAS's activities on the Company's behalf prior to the date
hereof, the Company shall pay to NAS on the First Closing Date a
commencement fee in an amount of One Million Eight Hundred Fifty
Two Thousand Five Hundred Seventy United States Dollars
(US$1,852,570).
(b) Subject to Section 6 hereof, NAS shall pay on
behalf of the Company all of the Company's expenses, whether in
connection with the services and activities set forth in
Section 2 or otherwise, including the Company's directors' fees
and expenses; provided, however, that NAS shall not be liable to
pay, and the Company shall pay from its own funds, (i) all
expenses, including attorneys' fees and expenses, incurred on
behalf of the Company in connection with (A) any litigation
commenced by or against the Company, (B) any investigation by any
governmental, regulatory or self-regulatory authority involving
the Company or the transactions contemplated by the Participation
Agreement, (ii) all premiums for insurance of any nature,
including directors' and officers' liability insurance and
general liability insurance, (iii) all costs in connection with
the administration of the exercise of the Warrants (as defined in
the Warrant Agreement) and the registration and listing of the
Warrant Shares and the Standby Shares, and (iv) brokerage
commissions payable by the Company on the gross Charter Hire (as
4
<PAGE>
defined in the Charters) received in connection with the
Charters.
(c) In the event that NAS pays any amounts to the
Underwriter on behalf of the Underwriter or any person who
controls the Underwriter pursuant to Section or Section 11 of
the Underwriting Agreement, the Company shall promptly after the
Exercise Date pay NAS an amount equal to 120% of such amounts
paid by NAS (the "Indemnity Payments"), plus an amount equal to
interest at the rate of 12% per annum on any Indemnity Payments
outstanding commencing on the date of the first such Indemnity
Payment and ending on the date all such Indemnity Payments are
paid in full.
5. Relationship of the Parties.
(a) the Company acknowledges that NAS shall have no
responsibility hereunder, direct or indirect, with regard to the
formulation or implementation of the business plans, policies,
management or strategies (financial, tax, legal or otherwise) of
the Company, all of which are solely the responsibility of the
Company. The Company shall set corporate policy independently
through its own Board and nothing contained herein shall be
construed to relieve the directors or officers of the Company
from the performance of their respective duties or to limit the
exercise of their powers.
(b) Without limiting the foregoing, NAS shall have no
liability to the Company for errors of judgment or for any act or
omission, negligent, tortious or otherwise, unless such act or
omission on the part of NAS constitutes negligence or willful
misconduct.
(c) The Company hereby agrees to defend, indemnify and
save NAS and its affiliates (other than the Company and any
subsidiaries), officers, directors, employees and agents harmless
from and against any and all loss, claim, damage, liability, cost
or expense, including reasonable attorneys' fees, incurred by NAS
or any such affiliates based upon a claim by or liability to a
third party arising out of the operation of the Company's
business, unless due to the negligence or willful misconduct of
NAS or such affiliates. The Company shall have the right, upon
notice to NAS, to undertake the defense of NAS by counsel chosen
by the Company in connection with any such claim or liability and
shall pay the fees and disbursements of such counsel; provided,
however, that such counsel is not reasonably objected to by NAS.
(d) In all activities under this Agreement NAS shall be
an independent contractor. Nothing in this Agreement shall be
deemed to make NAS, or any of its subsidiaries or employees, the
agent, employee, joint venturer or partner of the Company or
5
<PAGE>
create in NAS the right or authority to incur any obligation on
behalf of the Company or to bind the Company in any way
whatsoever, except as may be expressly provided in this
Agreement.
(e) The provisions of Section 4(b) and this Section 5
shall survive any termination of this Agreement.
6. Expiration of Charters.
(a) In the event that BPS, as charterer under the
Charters, shall notify the Company at any time that it will not
extend or renew a Charter for a Vessel (whether or not such
Charter has been previously extended beyond its initial term),
NAS shall analyze the alternatives available to the Company for
the use or disposition of such Vessel, including the sale of such
Vessel and the distribution of the proceeds to the Company's
shareholders, subject to the arrangements contemplated by the
U.K. Finance Leases, and shall report to the Board with its
recommendations and the reasons for such recommendations at least
six (6) months before the expiration of such Charters.
(b) Subject to the arrangements contemplated by the
U.K. Finance Leases, if directed by the Company's shareholders to
sell a Vessel, NAS shall, upon the Board's request, solicit bids
for the sale of such Vessel for presentation to the Board, and
shall recommend the sale of such Vessel to the highest bidder.
NAS shall receive a 1% sales commission on the net proceeds of
such sale. If not directed by the Company's shareholders to sell
the Vessel, NAS shall attempt to recharter the Vessel on an arms-
length basis upon such terms as NAS in its discretion, deems
appropriate, subject to the Board's approval. NAS 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. In either such
case, NAS may utilize the services of brokers and lawyers, and
enter into such compensation arrangements with them, subject to
the Board's approval, as NAS shall deem appropriate.
(c) If, upon expiration of a Charter, the Company
undertakes any operational responsibilities with respect to such
Vessel and requests NAS 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 expense
provisions set forth in Sections 4(a) and 4(b). If the parties
are unable to reach agreement on such points, either party may
terminate this Agreement on thirty (30) days' notice to the other
party.
6
<PAGE>
7. Termination.
In addition to the circumstances set forth in Section 6
hereof, the Company may terminate this Agreement as follows:
(a) At any time upon thirty (30) days' notice for any
reason upon the affirmative vote of the holders of two-thirds of
the Company's outstanding Common Shares;
(b) In the event that:
(i) NAS commits any material breach of or omits to
observe any of the material obligations or undertakings expressed
to be assumed by it under this Agreement and, such breach or
omission, if capable of remedy, is not remedied to the
satisfaction of the Company within thirty (30) days' notice by
the Company of such material breach or omission and requiring
action to remedy the same; or
(ii) any material consent, authorization, license or
approval of, or registration with or declaration to, governmental
or public bodies or authorities or courts required by NAS to
authorize, or required by NAS in connection with, the execution,
delivery, validity, enforceability of admissibility in evidence
of this Agreement or the performance by NAS of its obligations
under this Agreement which the Company reasonably considers to be
necessary or desirable in order to ensure that the interests of
the Company are not prejudiced and the ability of NAS to perform
is obligations under this Agreement is not materially affected,
is modified in a manner unacceptable to the Company or is not
granted or is revoked or terminated or expires and is not renewed
or otherwise ceases to be in full force and effect; or
(iii) NAS takes any action or any legal proceedings
are started or other steps taken for (1) NAS to be adjudicated or
found bankrupt or insolvent or a petition in bankruptcy to be
filed either by or against NAS, (2) the winding-up or dissolution
of NAS or (3) the appointment of a liquidator, administrator,
examiner, trustee, sequestrator, receiver or similar officer of
NAS over the whole or any part of its undertakings, assets,
rights or revenues, or any similar event occurs or similar
proceeding is taken with respect to NAS in any jurisdiction to
which NAS is subject, in which event this Agreement shall be
automatically terminated without need for notice on the part of
the Company; or
(iv) it becomes unlawful at any time for NAS to perform
all or any of the material covenants or its obligations under
this Agreement, or for the Company to exercise the rights vested
in it under this Agreement.
7
<PAGE>
(c) During the one-year period commencing on the date
of issuance of any Standby Shares, this Agreement may be
terminated immediately for any reason upon the affirmative vote
of the holders of a majority of the Company's outstanding Common
Shares, provided, however, that NAS shall receive evidence
reasonably acceptable to it that Silver Island or another wholly-
owned subsidiary of Rabobank is the holder of a majority of the
Company's outstanding Common Shares at the time of such vote.
Otherwise, the provisions of this Section 7(c) shall not apply.
(d) Upon the effective date of termination pursuant to
this Section 7, NAS shall promptly terminate its service
hereunder as may be required in order to minimize any
interruption to the Company's business.
(e) Upon termination, NAS shall, as promptly as
possible, submit a final accounting of funds received and
disbursed under this Agreement and any undisbursed funds of the
Company in NAS's possession or control will be promptly paid by
NAS as directed by the Company.
(f) Upon termination, the Company shall cease using a
logo that resembles the logo used by NAS in its business.
8. Rights of NAS and Restrictions on its Authority.
8.1. Notwithstanding the other provisions of this
Agreement:
(a) NAS may act upon any advice, resolutions, requests,
instructions, recommendations, direction or information obtained
in writing from the Company or any banker, accountant, broker,
lawyer or other person acting as agent of or adviser to the
Company and NAS shall incur no liability to the Company for
anything done or omitted or suffered in good faith in reliance
upon such advice, instruction, resolution, recommendation,
direction or information made or given by the Company or its
agents in the absence of gross negligence or willful misconduct
by NAS or its servants and shall not be responsible for any
misconduct, mistake, oversight, error or judgment, neglect,
default, omission, forgetfulness or want of prudence on the part
of any such banker, accountant, broker, lawyer, agent or adviser
or other person as aforesaid;
(b) NAS shall not be under any obligation to carry out
any request, resolution, instruction, direction or recommendation
of the Company or its agents if the performance thereof is or
would be illegal or unlawful;
(c) NAS shall incur no liability to the Company for
doing or failing to do any act or thing which it shall be
8
<PAGE>
required to do or perform or forbear from doing or performing by
reason of any provision of any present or future law or any
regulation or resolution made pursuant thereto or any decision,
order or judgment of any court or any lawful request,
announcement or similar action of any person or body exercising
or purporting to exercise the legitimate authority of any
government or of any central or local governmental institution in
each case where above entity has jurisdiction.
8.2. Nothing herein shall affect the exercise of central
management and control of the Company by the Board and in
particular but without prejudice to the generality of the
foregoing, nothing herein shall derogate from the powers and
duties of the Board to manage and administer the Company and its
business.
9. Notices.
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:
Cedar House
41 Cedar Avenue
Hamilton HMEX
Bermuda
Attn.: President
Telefax no.: (809) 292-8666
If to NAS:
Thor Dahls gt. 1-3
P.O. Box 54
3201 Sandefjord
Norway
Attn.: Chief Executive Officer
Telefax no.: 47 (33) 46 88 05
10. Entire Agreement, etc.
This Agreement embodies the entire agreement and
understanding between the parties hereto relating to the
management services to be provided by NAS to the Company and may
not be amended, waived or discharged except by an instrument in
9
<PAGE>
writing executed by the party against whom enforcement of such
amendment, waiver or discharge is sought.
11. Miscellaneous.
This Agreement shall be construed and enforced in
accordance with and governed by the internal laws of the State of
New York and the parties submit to the non-exclusive jurisdiction
of the federal courts located in the Borough of Manhattan, City
of New York, or, if such courts do not have jurisdiction, the
state courts located in such Borough, in connection with any
claim arising out of this Agreement. This Agreement constitutes
the sole understanding and agreement of the parties hereto with
respect to the subject matter hereof and supersedes all prior
agreements or understandings, written or oral, with respect
thereto. The headings of this Agreement are for ease of
reference and do not limit or otherwise affect the meaning
hereof. All the terms of this Agreement, whether so expressed or
not, shall be binding upon the parties hereto and their
respective successor and assigns. This Agreement may be signed
in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.
During the term hereof, NAS will not provide services
hereunder through, or otherwise cause the Company to have, an
office or fixed place of business in the United States, and shall
take reasonable steps not to cause income of the Company to be
subject to tax in any taxing jurisdiction, including the United
States, United Kingdom, Bermuda and Norway.
12. Counterparts.
This Agreement may be executed in written counterparts
which together shall constitute on instrument.
10
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first above written.
NORDIC AMERICAN TANKER
SHIPPING LIMITED
By /s/ Herbjorn Hansson
____________________________
Name: Herbjorn Hansson
Title: Cheif Executive Officer
NORDIC AMERICAN SHIPPING A/S
By /s/ Herbjorn Hansson
____________________________
Name: Herbjorn Hansson
Title: Chief Executive Officer
11
01318004.AM1
<PAGE>
Exhibit 3
EXECUTION COPY
11 731,613 Warrants
Nordic American Tanker Shipping Limited
Each Warrant to Purchase One Common Share
Underwriting Agreement
September 14, 1995
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, New York 10020
Dear Sirs:
SECTION 1. Introductory. Nordic American Tanker
Shipping Limited, a Bermuda company (the "Company"), proposes to
issue and sell to Lazard Freres & Co. LLC (the "Underwriter") an
aggregate of 11,731,613 warrants (the "Warrants") of the Company,
which will entitle the registered owner thereof to purchase on
September 30, 1997, as such date may be extended pursuant to the
Warrant Agreement (the "Warrant Exercise Date"), one common
share, par value $0.01 per share, of the Company (each, a "Common
Share"), at an exercise price of $10.21 per Common Share, subject
to adjustments as to price and amount as provided in the Warrant
Agreement (the "Exercise Price").
All unexercised Warrants will expire worthless if not
exercised at or prior to 3:00 p.m., New York City time, on the
Warrant Exercise Date.
Capitalized terms used herein but not otherwise defined
herein are used as defined in the Participation Agreement (the
"Participation Agreement"), dated as of September 19, 1995, as in
effect as of the date hereof, among the Company, Nordic American
Shipping A/S, a company organized under the laws of Norway
("NAS"), The British Petroleum Company p.1.c., a public limited
company incorporated in England ("BP"), BP Shipping Limited, a
company incorporated in England ("BPS"), Cooperatieve Centrale
Raiffeisen Boerenleenbank, B.A., "Rabobank Nederland", a company
organized under the laws of the Netherlands ("Rabobank"), and
Silver Island Corporation, N.V., a company organized under the
laws of the Netherlands Antilles ("Silver Island").
<PAGE>
Each Warrant will be represented by a certificate (a
"Warrant Certificate"). The Warrants are more fully described in
the Registration Statement (as hereinafter defined) and the
Prospectuses (as hereinafter defined).
SECTION 2. Representations, warranties and Agreements
of the Company and NAS. Each of the Company and NAS, jointly and
severally, represents and warrants to, and agrees with, the
Underwriter that:
(a) A registration statement on Form F-1 (No.
33-96268), including forms of prospectuses, relating to
the Warrants has been filed by the Company pursuant to
the Securities Act of 1933, as amended (the "Act"), with
the Securities and Exchange Commission (the
"Commission"). The Company may have filed one or more
amendments thereto, including the related preliminary
prospectuses, each of which has previously been
furnished to the Underwriter. The Company will next
file with the Commission either (i) prior to
effectiveness of such registration statement, a further
amendment to such registration statement (including the
forms of final prospectuses) or (ii) after effectiveness
of such registration statement, final prospectuses in
accordance with Rules 430A and 424(b)(1) or (4) under
the Act. In the case of clause (ii), the Company has
included or will include in such registration statement,
as amended at the Effective Time (as defined below), all
information (other than information permitted to be
omitted from the registration statement when it becomes
effective pursuant to Rule 430A ("Rule 430A
Information")) required by the Act and the rules and
regulations thereunder (the "Rules and Regulations") to
be included in the final prospectuses with respect to
the Warrants and the offering thereof. As filed, such
amendment and forms of final prospectuses (in the case
of a filing pursuant to clause (i) above), or such final
prospectuses (in the case of a filing made pursuant to
clause (ii) above), shall contain all Rule 430A
Information, together with all other required
information, with respect to the Warrants and the
offering thereof, and, except to the extent the
Underwriter shall agree in writing to a modification,
shall be in all substantive respects in the form
furnished to the Underwriter prior to the execution of
this Agreement or, to the extent not completed at such
time, shall contain only such specific additional
information and other changes (beyond that contained in
the latest Preliminary Prospectuses (as defined below))
as the Company has advised the Underwriter, prior to the
execution of this Agreement, will be included or made
therein. For purposes of this Agreement, "Effective
2
<PAGE>
Time" means the time as of which such registration
statement, or the most recent post- effective amendment
thereto, if any, was or is declared effective by the
Commission. The registration statement contains only
the prospectus (the "Rest of the World Prospectus")
relating to the Warrants to be offered and sold anywhere
in the world other than Norway, Finland, Denmark and
Sweden (collectively, "Scandinavia"). The prospectus
relating to the Warrants to be offered and sold in
Scandinavia (the "Scandinavian Prospectus") is identical
to the Rest of the World Prospectus, except the
Scandinavian Prospectus contains different front, inside
front and back cover pages, certain disclosures required
by applicable Norwegian laws and regulations and Oslo
Stock Exchange rules, Bye-Laws of the Company (and a
commentary related thereto), a description of the
treatment of the Company and of holders of Warrants and
Common Shares under Norwegian tax laws and a
subregistrar agreement between the Company and Den
norske Bank AS. Such registration statement, as amended
at the Effective Time and including all Rule 430A
Information, if any, is hereinafter referred to as the
"Registration Statement", and the form of Rest of the
World Prospectus as first filed with the Commission
pursuant to and in accordance with Rule 424(b) ("Rule
424(b)") under the Act or, if no such filing is
required, as included in the Registration Statement, and
the form of the Scandinavian Prospectus delivered to the
Oslo Stock Exchange on or about September 20, 1995 are
hereinafter referred to collectively as the
"prospectuses". Any preliminary Rest of the World
prospectuses (each a "Preliminary Rest of the World
Prospectus") included in such Registration Statement or
filed pursuant to Rule 424(a) under the Act and any
preliminary Scandinavian prospectuses (each a
"Preliminary Scandinavian Prospectus.~) delivered to the
Oslo Stock Exchange prior to September 19, 1995, are
hereinafter collectively referred t.o as "'Preliminary
Prospectuses". References herein to "'Prospectuses"
that are filed pursuant to Rule 424(b) shall, with
respect to the Scandinavian Prospectus, be deemed to
include the final form of Scandinavian Prospectus as
delivered to the Oslo Stock Exchange pursuant to the
applicable rules thereof.
(b) At the Effective Time, the Registration
Statement did or will, and when the Rest of the World
Prospectus is first filed (if required) pursuant to Rule
424(b) and on the Closing Date (as defined in
Section 3), the Rest of the World Prospectus (and any
supplements thereto) will, comply in all material
3
<PAGE>
respects with the applicable requirements of the Act and
the Rules and Regulations; at the Effective Time, the
Registration Statement did not or will not contain any
untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary
in order to make the statements therein not misleading;
and, at the Effective Time, the Prospectuses, if not
filed pursuant to Rule 424(b), did not or will not, and
on the date of any filing pursuant to Rule 424(b) and on
the Closing Date, the Prospectuses (together with any
supplement thereto) will not, include any untrue
statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order
to make the statements therein, in the light of the
circumstances under which they were made, not
misleading. The preceding sentence does not apply to
information contained in or omitted from the
Registration Statement or the Prospectuses (or any
supplement thereto) in reliance upon and in conformity
with written information furnished to the Company by or
on behalf of the Underwriter specifically for use
therein as specified in Section 8(a) (the "Underwriter's
Information").
(c) No order preventing or suspending the use of
any Preliminary Prospectus has been issued by the
Commission and no proceedings for that purpose have been
instituted or threatened by the Commission, and each
Preliminary Rest of the World Prospectus, at the time of
filing thereof, conformed in all material respects to
the requirements of the Act and the Rules and
Regulations, and each Preliminary Prospectus at the time
of filing or delivery thereof did not contain any untrue
statement of a material fact or omit to state any
material fact required to be stated therein or necessary
to make the statements therein, in the light of the
circumstances under which they were made, not
misleading; except that this representation and warranty
shall not apply to any statements or omissions made in
reliance upon and in conformity with the Underwriter's
Information or the table on page 24 in the Preliminary
Prospectus dated August 28, 1935.
(d) The financial statements of the Company
included in the Registration Statement and Prospectuses
present fairly the financial position of the Company as
of the dates indicated and the results of its
operations, the statements of its cash flows and the
changes in its financial position for the periods
specified; such financial statements have been prepared
in conformity with generally accepted accounting
4
<PAGE>
principles applied on a consistent basis during the
periods involved; and the supporting schedules included
in the Registration Statement present fairly the
information required to be stated therein.
(e) Each of the Company and NAS has been duly
organized and is validly existing as a company in good
standing under the laws of Bermuda (in the case of the
Company) or Norway (in the case of NAS) with power and
authority to own, lease and operate its properties and
conduct its business as described in the Registration
Statement and Prospectuses; and it is duly qualified as
a foreign corporation to transact business and is in
good standing in each jurisdiction in which it owns or
leases properties or in which the conduct of its
business requires such qualification, except to the
extent that the failure to be so qualified or be in good
standing would not have a Material Adverse Effect. For
purposes hereof, "Material Adverse Effect" shall mean
any effect that would, individually or in the aggregate,
have a material adverse effect on the condition,
financial or otherwise, results of operations, business
or prospects of the Company or NAS, as the case may be,
or on their respective abilities to consummate the
transactions contemplated by, and perform their
respective obligations under, the Transaction Documents
(as defined in the Participation Agreement).
(f) The Company has an authorized capitalization
as set forth in the Prospectuses, and the shares of the
Company outstanding prior to the issuance of the
Warrants to be sold by the Company have been duly
authorized, are validly issued, fully paid and non-
assessable, and conform to the description thereof
contained in the Prospectuses.
(g) Neither the Company nor NAS is in violation of
its Memorandum of Association or Bye-Laws or equivalent
organizational documents; neither the Company nor NAS is
in default in the performance or observance of any
obligation, agreement, covenant or condition contained
in any contract, indenture, mortgage, loan agreement,
note, lease or other agreement or instrument to which it
is a party or by which its properties may be bound,
including the Transaction Documents to which each is a
party (assuming the same have been duly executed and
delivered as of each date this representation is made),
except, in the case of NAS, any violation or default
that would not have a Material Adverse Effect. The
Company is not a party and its properties are not bound
to any contract, indenture, mortgage, loan agreement,
5
<PAGE>
note, lease or other agreement or instrument except (i)
those described in the Prospectuses, (ii) those included
as exhibits to the Registration Statement or (iii) the
Manager Subscription Agreement.
(h) No consent, approval, authorization, order,
registration, filing or qualification of or with any
court, administrative agency, or commission or other
governmental entity, authority or instrumentality,
domestic or foreign (a "Governmental Entity") is
required for the issue and sale of the Warrants or the
consummation by the Company and NAS of the transactions
contemplated by this Agreement or the Transaction
Documents except such as may be required under the Act,
the Rules and Regulations, securities laws of applicable
jurisdictions, Blue Sky laws, or the Bermuda Companies
Act in correction with the distribution of the Warrants
by the Underwriter, the sale of the Manager Shares and
the issuance of the Common Shares issuable upon exercise
of the Warrants or pursuant to the Standby Agreement
(the "Standby Agreement"), to be dated as of the Closing
Date, between the Company and Silver Island; and the
issue and sale of the Warrants, the execution and
delivery of this Agreement and the consummation of the
transactions contemplated herein and in the Transaction
Documents will not conflict with or constitute a breach
of, or default under, or result in the creation or
imposition of any liens, encumbrances, security
interests, mortgages, pledges, claims, options or
restrictions of any kind (a "Lien"), upon any property
or assets of the Company or NAS pursuant to, any
contract, indenture, mortgage, loan agreement, note,
lease or other agreement or instrument to which the
Company or NAS is a party or by which it may be bound or
to which any of the property or assets of the Company or
NAS is subject, other than Liens in favor of BPS under
the Charters and Liens in favor of U.K. Lessor under
the U.K. Finance Leases (each of the latter two
capitalized terms as defined in the Prospectuses), nor
will any such action result in any violation of the
provisions of the Memorandum of Association or Bye-Laws
of the Company or equivalent constitutive documents of
NAS or any law, administrative regulation or
administrative or court decree or order applicable to
the Company or NAS.
(i) The Company and NAS possess all certificates,
authorities or permits issued by, and has made all
filings with, the appropriate state, local, federal or
foreign regulatory agencies or bodies necessary or
desirable to conduct the business now operated by it or
6
<PAGE>
proposed to be operated by it as described in the
Prospectuses (collectively, "Consents"), except (i)
where, in the case of NAS, the failure to possess or
make the same would not have, individually or in the
aggregate, a Material Adverse Effect, (ii) such filings
pursuant to securities laws and the Bermuda Companies
Act as are necessary in connection with the exercise of
the Warrants, the issuance of Common Shares pursuant to
the Standby Agreement and the registration of the Common
Shares pursuant to the Registration Rights Agreement,
and (iii) such Consents as are necessary to list the
Common Shares issuable upon exercise of the Warrants on
the American Stock Exchange, the Oslo Stock Exchange or
another exchange, and NAS has not received any notice of
proceedings relating to the revocation or modification
of any such Consent referred to in clause (i).
(j) There are no actions, suits or proceedings
before or by any Governmental Entity now pending, or, to
the knowledge of the Company or NAS, contemplated or
threatened against the Company or NAS, or to which any
of its properties is subject, except, in the case of
NAS, those which, if adversely determined, would not
individually or in the aggregate result in any Material
Adverse Effect, or adversely affect the offering of the
warrants in the manner contemplated by the Prospectuses.
(k) There are no contracts or other documents
which are required to be described in the Registration
Statement or the Prospectuses or filed as exhibits to
the Registration Statement by the Act or by the Rules
and Regulations which have not been so described or
filed.
(1) The Company does not own in fee any real
property nor does it have any leasehold interests in
real property.
(m) This Agreement has been duly authorized,
executed and delivered by the Company and NAS.
(n) There are no contracts, agreements or
understandings between the Company or NAS and any person
granting such person the right to require the Company,
or to require NAS to cause the Company to file a
registration statement under the Act with respect to any
securities of the Company owned or to be owned by such
person or to require the Company, or to require NAS to
cause the Company to include such securities under the
Registration Statement, other than as disclosed in the
7
<PAGE>
Prospectuses under '~Description of the- Warrants--The
Standby Agreement".
(o) Neither the Company nor NAS nor any of their
respective officers, directors or holders of five
percent or more of any class of the capital of the
Company or NAS or any of their respective affiliates is
a member of, or is associated or affiliated with a
member of, the National Association of Securities
Dealers, Inc.
(p) A registration statement on Form 8-A relating
to the Warrants has been filed with the Commission (such
registration statement, including all exhibits thereto,
as amended at the time such registration statement
became or becomes effective, being referred to herein as
the "8-A Registration Statement"). If the Effective
Time is prior to the execution and delivery of this
Agreement, the 8-A Registration Statement has been
declared effective by the Commission and no stop order
suspending the effectiveness of the 8-A Registration
Statement has been issued and no proceedings for such
purpose are pending before or threatened by the
Commission.
(q) The Warrants to be issued and sold have been
duly authorized and, when duly executed, issued and
delivered by the Company and duly countersigned by the
Warrant Agent (as defined in the Warrant Agreement, to
be dated as of the Closing Date, between the Company and
Chemical Mellon Shareholder Services LLC, as warrant
agent) in the manner provided for in the Warrant
Agreement and when payment of the purchase price for the
Warrants has been made, will be validly issued by the
Company and all corporate action required to be taken
for the authorization, issuance and sale of such
warrants will have been validly and sufficiently taken,
and such Warrants will constitute valid and binding
obligations of the Company and will be enforceable
against the Company in accordance with their terms and
the issuance of such warrants will not be subject to any
preemptive or similar rights.
(r) All Common Shares issuable upon exercise of
the Warrants (the "warrant Shares") (or pursuant to the
Standby Agreement (the "Standby Shares")) have been duly
authorized and reserved for issuance and, when issued
and delivered upon such exercise and upon payment of the
Exercise Price in accordance with the terms of the
Warrants (or when paid for pursuant to the Standby
Agreement), will be validly issued, fully paid and
8
<PAGE>
nonassessable and free of preemptive rights, liens,
security interests, charges, claims, equities or
encumbrances of any kind.
(s) All Common Shares and Class B Common Shares
issuable to the Manager on the Closing Date have been
duly authorized for issuance and, (in the case of the
Common Shares, when issued, delivered and paid for in
accordance with the Manager Subscription Agreement),
will be validly issued, fully paid and nonassessable and
free of preemptive rights, liens, security interests,
charges, claims, equities or encumbrances of any kind.
(t) The Company is not an "investment company" or
an entity t~controlled.t by an "investment company", as
such terms are defined in the Investment Company Act of
1940, as amended.
(u) No stamp or other issuance or transfer taxes
or duties and no capital gains, income, withholding or
other taxes are payable to Bermuda or any political
subdivision or taxing authority thereof or therein by or
on behalf of the Company or the Underwriter in
connection with (i) the issuance of the Warrants, (ii)
the sale and delivery by the Company of the Warrants to
the Underwriter in the manner contemplated by this
Agreement, (iii) the sale and delivery outside Bermuda
by the Underwriter of the Warrants to the initial
purchasers thereof in the manner contemplated in the
Prospectuses or (iv) the issuance and sale of the Common
Shares pursuant to the exercise of the Warrants or
pursuant to the Standby Agreement.
(v) The Company has complied with all provisions
of Section 517.075, Florida Statutes (Chapter 92-198,
Laws of Florida).
(w) The Company does not have any subsidiaries.
SECTION 3. Purchase, Sale and Delivery of
Warrants. On the basis of the representations, warranties
and agreements herein contained, but subject to the terms
and conditions herein set forth, the Company hereby agrees
to issue and sell to the Underwriter, and the Underwriter
agrees to purchase from the Company, at a purchase price of
$4.6625 per Warrant, 11,731,613 Warrants.
The Company will deliver the Warrant Certificates
for the Warrants to the Underwriter, against payment of the
purchase price therefor by one or more certified or official
bank checks payable in New York Clearing House or other next
9
<PAGE>
day funds drawn to the order of the Company. Payment for
the warrants shall be made at the offices of Cravath, Swaine
Moore at 10:00 A.M., New York City time, on September 19,
1995 or at such other place or time not later than three
full business days thereafter as the Underwriter and the
Company determine (the "Closing Date").
The Warrant Certificates for the Warrants so to be
delivered will be in definitive form in such denominations
and registered in such names as the Underwriter requests two
full business days prior to the Closing Date and will be
made available at the office of Lazard Freres, Co. LLC, New
York, New York or, upon the Underwriter's request, in global
form through the facilities of The Depository Trust Company,
for checking and packaging at least one full business day
prior to the Closing Date.
The Company agrees that, without the Underwriter's
prior written consent, it will not, and NAS agrees that,
without the Underwriter's prior written consent, NAS will
not, cause the Company to, offer, sell, contract to sell,
file a registration statement with the Commission in respect
of, or otherwise dispose of Common Shares of the Company or
any securities convertible into or exercisable or
exchangeable for such Common Shares for a period from the
date hereof to and including the Warrant Exercise Date,
other than (i) the Warrants to be sold hereunder, (ii) the
Common Shares issuable in respect of the Warrants or Common
Shares of the Company that may be sold to Silver Island
pursuant to the Standby Agreement or (iii) the 82,237 Common
Shares to be sold to NAS as described in the Prospectuses as
the "Manager Shares Purchase".
SECTION 4. Offering by the Underwriter. After the
Registration Statement becomes effective the Underwriter
will offer the Warrants for sale to the public on the terms
and conditions as set forth in the Prospectuses.
SECTION 5. Covenants of the Company and NAS. Each
of the Company and NAS covenants and agrees with the
Underwriter that:
(a) If the Effective Time is prior to the
execution and delivery of this Agreement, the
Company will file the Rest of the World Prospectus
with the Commission pursuant to and in accordance
with subparagraph (1) (or, if applicable, and with
the Underwriter's consent, subparagraph (4)) of
Rule 424(b) within the time period prescribed by
such rule. The Company will advise the Underwriter
promptly of any proposal to amend or supplement the
10
<PAGE>
Registration Statement as filed, or the related
Prospectuses, prior to the Closing Date, and will
not effect such amendment or supplement without the
Underwriter's consent; the Company will also advise
the Underwriter promptly of the effectiveness of
the Registration Statement (if the Effective Time
is subsequent to the execution and delivery of this
Agreement), of the filing and effectiveness of any
amendment or supplement to the Registration
Statement or the Prospectuses, and of the issuance
by the Commission of any stop order in respect of
the Registration Statement or of any order
preventing or suspending the use of any Preliminary
Prospectus or any prospectus relating to the
Warrants or the initiation of proceedings for any
such purpose, of the suspension of the
qualification of the Warrants for offering or sale
in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, or
of any request by the Commission to amend or
supplement the Registration Statement or the Rest
of the World Prospectus or for additional
information and will use its best efforts to
prevent the issuance of any such stop order or of
any order preventing or suspending the use of any
Preliminary Prospectus or any prospectus relating
to the Warrants or suspending any such
qualification and to obtain as soon as possible its
lifting, if issued.
(b) If, at any time when a prospectus
relating to the Warrants is required to be
delivered under the Act or applicable Norwegian
law, any event occurs as a result of which the
Prospectuses as then amended or supplemented would
include an untrue statement of a material fact, or
omit to state a material fact necessary to make the
statements therein, in the light of the
circumstances under which they were made, not
misleading, or if it is necessary at any time to
amend or supplement the Rest of the World
Prospectus to comply with the Act, the Rules and
Regulations or, with respect to either of the
Prospectuses, any other law, the Company promptly
will prepare and file with the Commission and
deliver to the American Stock Exchange, in the case
of the Rest of the World Prospectus, and deliver to
the Oslo Stock Exchange, in the case of the
Scandinavian Prospectus, an amendment or supplement
which will correct such statement or omission or an
amendment which will effect such compliance and
11
<PAGE>
will notify the Underwriter and, upon the
Underwriter's request, prepare and furnish without
charge to the Underwriter and to any dealer in
securities as many copies as the Underwriter may
from time to time reasonably request, of amended
Prospectuses or, in the case of the Rest of the
World Prospectus, a supplement to the Rest of the
World Prospectus complying with Section 10(a) of
the Act which will correct such statement or
omission or effect such compliance.
(c) The Company will make generally available
to the Company's security holders as soon as
practicable an earnings statement covering the
twelve-month period ending [insert date one year
after the end of the Company~s fiscal quarter in
which the closing will occur] that satisfies the
provisions of Section 11(a) of the Act and the
Rules and Regulations (including Rule 158).
(d) The Company will deliver to the
Underwriter as many signed and conformed copies of
the Registration Statement (as originally filed)
and of each amendment thereto (including exhibits
filed therewith and copies of each Preliminary
Prospectus) as the Underwriter reasonably requests.
(e) The Company will take such action as the
Underwriter may reasonably request, in cooperation
with the Underwriter, to qualify the Warrants for
offering and sale under the applicable securities
laws of such states and other jurisdictions of the
United States and in such non-United States
jurisdictions as the Underwriter may reasonably
designate, and will maintain such qualifications in
effect for as long as may be required for the
distribution of the Warrants. The Company will
file such statements and reports as may be required
by the laws of each jurisdiction in which the
Warrants have been qualified as above provided.
(f) During the period of five years
hereafter, the Company will furnish to the
Underwriter, as soon as practicable after the end
of each fiscal year, a copy of its annual report to
shareholders for such year, and the Company will
furnish to the Underwriter (i) as soon as
available, a copy of each report or definitive
proxy statement of the Company filed with or
furnished to the Commission under the Securities
Exchange Act of 1934, as amended (the "Exchange
12
<PAGE>
Act"), or mailed to shareholders and (ii) from time
to time, such other information concerning the
Company as the Underwriter may reasonably request.
(g) The Company will u,e its best efforts to
(i) have the warrants and, upon the warrant
Exercise Date, the Common Shares issuable in
respect thereof, listed on the American Stock
Exchange, (ii) have such Warrants as are being
offered and sold in Scandinavia by the Underwriter
and, after the warrant Exercise Date, the Common
Shares issuable in respect thereof, listed on the
Oslo Stock Exchange and (iii) effect the
registration of the Warrants and the Common Shares
issuable in respect thereof under the Exchange Act,
as required thereunder.
(h) The Company will file with the Commission
such reports on Form SR as may be required by Rule
463 under the Act.
(i) NAS shall not offer, sell or otherwise
dispose of (i) any warrants acquired by NAS for a
period of 180 days after commencement of the
offering of the Warrants by the Underwriter or (ii)
any of the Common Shares held by it at any time
prior to 90 calendar days after the warrant
Exercise Date, in either case without the prior
written consent of the Underwriter.
(j) The Company shall use its best efforts to
file the Shares Registration Statement (meaning the
registration statement on the appropriate SEC form,
relating to the registration of the Warrant Shares
and the Standby Shares under the Act, including all
amendments and supplements thereto (including post-
effective amendments) and all exhibits and material
incorporated by reference therein) with the
Commission in sufficient time, in the Underwriter's
reasonable judgment, such that it will be declared
effective on or prior to September 1, 1997.
(k) NAS agrees to purchase 829,016 Warrants
in the offering at the public offering price.
(l) The Company shall promptly give notice to
the Underwriter of any claim, or, to its knowledge,
any threatened claim, against NATS for three years
after the date hereof, which, if determined
adversely, could have a Material Adverse Effect on
NATS.
13
<PAGE>
SECTION 6. Conditions of the Obligations of the
Underwriter. The obligations of the Underwriter to purchase
and pay for the Warrants on the Closing Date will be subject
to the accuracy of the representations and warranties of the
Company and NAS herein as of the date hereof and as of the
Closing Date, with the same force and effect as if made as
of the Closing Date, to the accuracy of the statements of
the Company and NAS made in any certificates pursuant to the
provisions hereof or pursuant to a letter agreement dated
the date hereof of BP and BPS with NAS, the Company,
Rabobank, Silver Island and the Underwriter (the "BP Letter
Agreement"), to the performance by the Company and NAS of
their respective obligations hereunder and to the following
additional conditions precedent:
(a) If the Effective Time is not prior to the
execution and delivery of this Agreement, the
Effective Time shall have occurred not later than
(i) 6:00 p.m. New York City time on the date of
determination of the offering price, if such
determination occurred at or prior to 3:00 p.m. New
York City time on such date or (ii) 10:00 a.m. New
York City time on the business day following the
day on which the offering price was determined if
such determination occurred after 3:00 p.m. New
York City time on such date. If the Effective Time
is prior to the execution and delivery of this
Agreement, the Company shall have filed the Rest of
the World Prospectus with the Commission pursuant
to Rule 424(b) within the applicable time period
prescribed for such filing by the Rules and
Regulations and in accordance with Section 5(a)
hereof. In either case, prior to the Closing Date
no stop order suspending the effectiveness of the
Registration Statement shall have been issued and
no proceedings for that purpose shall have been
instituted or threatened by the Commission; and the
Company shall have complied with all requests for
additional information on the part of the
Commission to the Underwriter's reasonable
satisfaction.
(b) The Underwriter shall not have advised
the Company that the Registration Statement or
Prospectuses, or any amendment or supplement
thereto, contains any untrue statement of fact or
omits to state any fact which, the Underwriter has
concluded, is material and in the case of an
omission is required to be stated therein or is
necessary to make the statements therein not
misleading.
14
<PAGE>
(c) Each of the Transaction Documents shall
have been duly executed and delivered by the
applicable parties thereto and copies thereof shall
have been delivered to the Underwriter in the forms
in which they were previously furnished to the
Underwriter, shall be in full force and effect and
no party hereunder shall be in breach of any of its
obligations thereunder in any material respect.
(d) All representations and warranties of BP
and BPS in the BP Letter Agreement qualified as to
materiality shall be true, complete and accurate in
all respects, and those not so qualified shall be
true, complete and accurate in all material
respects, as of the date when made and as of the
Closing Date, as if made on each such date. BP and
BPS shall have, in all material respects, performed
and complied with all agreements, obligations,
covenants and conditions required under the BP
Letter Agreement and each other Transaction
Document to which BPS or BP is a party to be so
performed or complied with by such party,
respectively, at or prior to the Closing Date.
(e) The Underwriter shall have received a
favorable opinion addressed to it of Appleby,
Spurling & Kempe, Bermuda counsel for the Company,
dated the Closing Date, in form and substance
acceptable to the Underwriter.
(f) The Underwriter shall have received a
favorable opinion addressed to it of Seward &
Kissel, U.S. counsel for the Company and NAS, dated
the Closing Date, in form and substance acceptable
to the Underwriter.
(g) The Underwriter shall have received a
favorable opinion addressed to it of Norton Rose,
U.K. counsel for the Company, dated the Closing
Date, in form and substance acceptable to the
Underwriter.
(h) The Underwriter shall have received a
favorable opinion addressed to it of Shearman &
Sterling, U.S. counsel for Rabobank and Silver
Island, dated the Closing Date, in form and
substance acceptable to the Underwriter.
(i) The Underwriter shall have received a
favorable opinion addressed to it of Bugge, Arentz-
Hansen & Rasmussen, Norwegian counsel for FIBA
15
<PAGE>
Nordic Securities AS and DnB Securities AS, dated
the Closing Date, in form and substance acceptable
to the Underwriter, and a favorable opinion
addressed to it of Simonsen & Musaeus, Norwegian
counsel for NAS, dated the Closing Date, in form
and substance acceptable to the Underwriter.
(j) The Underwriter shall have received a
favorable opinion addressed to it of De Brauw
Blackstone & Westbroek, Netherlands counsel for
Rabobank, dated the Closing Date, in form and
substance acceptable to the Underwriter.
(k) The Underwriter shall have received a
favorable opinion addressed to it of De Brauw
Blacks tone & Westbroek, Netherlands Antilles
counsel for Silver Island, dated the Closing Date,
in form and substance acceptable to the
Underwriter.
(l) The Underwriter shall have received from
Cravath, Swaine & Moore, counsel for the
Underwriter, a favorable opinion, dated the Closing
Date, with respect to such matters as the
Underwriter may reasonably request and otherwise
satisfactory to the Underwriter.
(m) The Underwriter shall have received
certificates from the President or any Senior Vice
President and a principal financial or accounting
officer of the Company satisfactory to the
Underwriter, dated the Closing Date, in which such
officers, to the best of their knowledge and after
reasonable investigation, shall state (i) such
officers have carefully examined the Registration
Statement and the Prospectuses, (ii) in their
opinion, as of the Effective Time, the Registration
Statement and the Prospectuses did not contain any
untrue statement of a material fact and did not
omit to state a material fact required to be stated
therein or necessary to make the statements therein
not misleading and since the Effective Time, no
event has occurred which should have been set forth
in a supplement or amendment to the Registration
Statement or the Prospectuses, (iii) that there has
not been, since the respective dates as of which
information is given in the Registration Statement
and the Prospectuses, any material adverse change
in the condition, financial or otherwise, earnings,
business or prospects of the Company, whether or
not arising in ~he ordinary course of business,
16
<PAGE>
(iv) the representations and warranties of the
Company contained in Section 2 hereof are true and
correct with the same force and effect as though
made on and as of the Closing Date and the Company
has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied
hereunder at or prior to the Closing Date and (v)
no stop order suspending the effectiveness of the
Registration Statement has been issued and no
proceedings for that purpose have been initiated or
threatened by the Commission.
(n) The Underwriter shall have received
certificates from the President or any Senior Vice
President and a principal financial or accounting
officer of NAS, satisfactory to the Underwriter
dated the Closing Date, in which such officers, to
the best of their knowledge and after reasonable
investigation, shall state that (i) such officers
have carefully examined the Registration Statement
and the Prospectuses, (ii) in their opinion, as of
the Effective time, the Registration Statement and
the Prospectuses did not contain any untrue
statement of a material fact and did not omit to
state a material fact required to be stated therein
or necessary to make the statements therein not
misleading, (iii) the representations and
warranties of NAS and contained in Section 2 hereof
are true and correct with the same force and effect
as if made on the Closing Date and NAS has complied
with all agreements and satisfied all conditions on
its part to be performed or satisfied hereunder at
or prior to the Closing Date.
(o) (i) The Underwriter shall have
received from Deloitte & Touche, independent
public accountants for the Company, two
letters, the first dated the date of this
Agreement and the other dated the Closing
Date, addressed to the Underwriter, in a form
as is reasonably acceptable to the
Underwriter.
(ii) The Underwriter shall have received
from Ernst & Young, independent public
accountants for BP, two letters, the first
dated the date of this Agreement and the other
dated the Closing Date, addressed to the
Underwriter, in a form as is reasonably
acceptable to the Underwriter.
17
<PAGE>
(p) At the Closing Date, counsel for the
Underwriter shall have been furnished with such
other documents and opinions as such counsel may
reasonably require.
(q) The Warrants shall have been duly
authorized for listing on the American Stock
Exchange and on the Oslo Stock Exchange.
(r) The Underwriter shall be satisfied in its
sole discretion that the offering of the Warrants
does not constitute a violation of the "arranging"
prohibitions set forth in 17 C.F.R. Section 220.13.
(s) The Underwriter shall have received a
certificate from an officer of the Warrant Agent
stating that the Warrant Agent has duly
countersigned the Warrant Certificates in
accordance with the provisions of the Warrant
Agreement and as to such related matters as the
Underwriter shall reasonably request.
(t) All approvals necessary for performance
by Silver Island under the Standby Agreement and
Rabobank under the Rabobank Guaranty, including any
necessary approvals of Governmental Entities of the
Netherlands, shall have been obtained.
SECTION 7. Payment of Expenses. The Company will
pay all costs, expenses, fees, disbursements and taxes
incidental to (i) the preparation by the Company, printing,
filing and distribution of the Registration Statement
(including financial statements and exhibits), the
Prospectuses, each Preliminary Prospectus and all amendments
and supplements to any of them prior to or during the period
specified in Section 5(b), (ii) the printing, reproduction
and distribution of this Agreement, and all other
underwriting and selling group documents by mail, telex or
other means, (iii) the registration with the Commission, and
the issuance by the Company, of the Warrants and the Common
Shares issuable in respect thereof, (iv) the registration or
qualification of the warrants and the Common Shares issuable
in respect thereof for offer and sale under the securities
or Blue Sky laws of the several states and the preparation,
printing and distribution of preliminary and supplemental
Blue Sky memoranda (including the reasonable fees and
disbursements of the Underwriter~s counsel relating to the
foregoing), (v) fees and expenses, if any, incurred in
connection with the listing of the Warrants and the Common
Shares issuable in respect thereof on the American Stock
Exchange and the Oslo Stock Exchange, (vi) filings and
18
<PAGE>
clearance with the National Association of Securities
Dealers, Inc. in connection with the offering, (vii) the
fees and expenses of the registrar and transfer agent for
the Warrants (including a sub-registrar in Norway, if any)
and its (or their) counsel, (viii) the performance by the
Company of its other obligations under this Agreement and
(ix) other out-of-pocket expenses incurred by the
Underwriter in connection with the purchase and distribution
of the Warrants (including fees and disbursements of the
Underwriter's counsel) in an amount not in excess of
$175,000.
If the sale of the Warrants provided for herein is
not consummated because of the failure to satisfy any
condition to the obligations of the Underwriter set forth in
Section 6 hereof, because of any termination pursuant to
Section 10 hereof or because of any refusal, failure or
inability of the Company to perform any agreement herein or
comply with any provision hereof other than by reason of a
default by Underwriter, the Company shall reimburse the
Underwriter for all of the Underwriter's out-of-pocket
expenses incurred in connection with marketing and preparing
for the offering of the warrants, including the reasonable
fees and disbursements of counsel for the Underwriter.
SECTION 8. Indemnification and Contribution.
(a) Subject to Section 11 hereof, the Company
and NAS agree, jointly and severally, to indemnify
and hold harmless the Underwriter and each person,
if any, who controls the Underwriter within the
meaning of either Section 15 of the Act or Section
20 of the Exchange Act, from and against any and
all losses, claims, damages and liabilities (or
actions in respect thereof) (including, without
limiting the foregoing, the reasonable legal and
other expenses incurred in connection with
investigating or defending or preparing to defend
or appearing as a third party witness in connection
with any such loss, claim, damage, liability or
action, as such expenses are incurred) insofar as
such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue
statement of a material fact contained in the
Registration Statement or the Prospectuses or any
Preliminary Prospectus, or arise out of or are
based upon the omission or alleged omission to
state therein a material fact required to be stated
therein or necessary to make the statements therein
not misleading, except insofar as such untrue
19
<PAGE>
statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and
in conformity with the information furnished to the
Company by the Underwriter in (i) the last
paragraph of text on the cover page of the
Prospectuses concerning the terms of the offering
by the Underwriter, (ii) the last paragraph of page
2 of the Prospectuses concerning stabilization by
the Underwriter and (iii) the first, second, fifth,
sixth and ninth paragraphs of text under the
heading "Underwriting" in the Prospectuses
concerning the terms of the offering by the
Underwriter (all of the foregoing the
"Underwriter's Information"); provided, however,
that the foregoing indemnity agreement with respect
to any Preliminary Prospectus or the Prospectus (if
subsequently amended or supplemented),
respectively, shall not inure to the benefit of the
Underwriter, or any person controlling the
Underwriter, if (x) a copy of the Prospectus or the
Prospectus as so amended or supplemented,
respectively, was not sent or given by or on behalf
of the Underwriter to the person or persons
claiming damages attributable to a material
misstatement or omission in BP Information, if such
a Prospectus was required by law so to have been
delivered, at or prior to the written confirmation
of the sale of the Warrants to such person or
persons, and (y) the Prospectus or the Prospectus
as so amended or supplemented, respectively, would
have corrected the defect giving rise to such
losses, claims, damages or liabilities. This
indemnity agreement will be in addition to any
liability which the Company and NAS may otherwise
have to the persons referred to above in this
Section 8(a).
(b) The Underwriter agrees to indemnify and
hold harmless the Company, NAS, the directors of
the Company, the officers of the Company who sign
the Registration Statement and each person, if any,
who controls the Company or NAS within the meaning
of either Section 15 of the Act or Section 20 of
the Exchange Act from and against any and all
losses, claims, damages and liabilities (or actions
in respect thereof) (including, without limiting
the foregoing, the reasonable legal and other
expenses incurred in connection with investigating
or defending or preparing to defend or appearing as
a third party witness in connection with any such
loss, claim, damage, liability or action, as such
20
<PAGE>
expenses are incurred) insofar as such losses,
claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a
material fact contained in the Registration
Statement or the Prospectuses or any Preliminary
Prospectus or arise out of or are based upon the
omission or alleged omission to state therein a
material fact required to be stated therein or
necessary to make the statements therein not
misleading, in each case to the extent, but only to
the extent, such untrue statement or alleged untrue
statement or omission or alleged omission was made
in reliance upon and in conformity with the
Underwriter's Information. This indemnity
agreement will be in addition to any liability
which the Underwriter may otherwise have to the
persons referred to above in this Section 8(b).
(c) In case any action or proceeding
(including any governmental or regulatory
investigation or proceeding) shall be instituted
involving any person in respect of which indemnity
may be sought pursuant to any of the two preceding
paragraphs, such person (hereinafter called the
indemnified party) shall promptly notify the person
against whom such indemnity may be sought
(hereinafter called the indemnifying party) in
writing; however, the omission to so notify the
indemnifying party shall relieve the indemnifying
party from liability under the two preceding
paragraphs only to the extent such indemnifying
party is prejudiced thereby. The indemnifying
party may, and upon request of the indemnified
party shall, assume the defense thereof, including
the employment of counsel reasonably satisfactory
to the indemnified party to represent the
indemnified party and any others that the
indemnifying party may designate and shall pay the
fees and disbursements of such counsel related to
such proceeding. In any such action or proceeding,
any indemnified party shall have the right to
retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such
indemnified party unless (i) the indemnifying party
and the indemnified party shall have mutually
agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any
impleaded parties) include both the indemnifying
party and the indemnified party and representation
of both parties by the same counsel would be
21
<PAGE>
inappropriate due to actual or potential differing
interests between them. It is understood that the
indemnifying party shall not, in connection with
any proceeding or related proceedings in the same
jurisdiction, be liable for (a) the reasonable fees
and expenses of more than one separate firm (in
addition to any local counsel) for the Underwriter
and all persons, if any, who control the
Underwriter within the meaning of either Section 15
of the Act or Section 20 of the Exchange Act and
(b) the reasonable fees and expenses of more than
one separate firm (in addition to any local
counsel) for NAS and the Company, its directors,
its officers who sign the Registration Statement
and each person, if any, who controls either of NAS
or the Company within the meaning of either such
Section, and that all such fees and expenses shall
be reimbursed as they are incurred. In the case of
any such separate firm for the Underwriter and such
control persons of the Underwriter, such firm shall
be designated in writing by the Underwriter. In
the case of any such separate firm for NAS and the
Company, and such directors and officers of the
Company and control persons of the Company and NAS,
such firm shall be designated in writing by the
Company.
(d) If the indemnification provided for in
this Section 8 is insufficient or unavailable to an
indemnified party in respect of any losses, claims,
damages or liabilities (or actions in respect
thereof) referred to therein, then each
indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities
and expenses (i) in such proportion as is
appropriate to reflect the relative benefits
received by the Company and NAS on the one hand and
the Underwriter on the other from the offering of
the Warrants or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law
or if the indemnified party shall have failed to
the prejudice of the indemnifying party to give the
notice required by Section 8(c), in such proportion
as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also
the relative fault of the Company and NAS on the
one hand and the Underwriter on the other in
connection with the statements or omissions which
resulted in such losses, claims, damages,
22
<PAGE>
liabilities or expenses, as well as any other
relevant equitable considerations. The relative
benefits received by the Company and NAS on the one
hand and the Underwriter on the other shall be
deemed to be in the same proportions as the total
net proceeds from the offering (before deducting
expenses) received by the Company bear to the total
underwriting discounts and commissions received by
the Underwriter, in each case as set forth in the
table on the cover page of the Prospectuses. The
relative fault of the Company and NAS on the one
hand and the Underwriter on the other shall be
determined by reference to, among other things,
whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission
to state a material fact relates to information
supplied by the Company and NAS or by the
Underwriter and the parties' relative intent,
knowledge, access to information and opportunity to
correct or prevent such statement or omission.
(e) The Company, NAS and the Underwriter
agree that it would not be just and equitable if
contribution pursuant to Section 8(d) were
determined by pro rata allocation or by any other
method of allocation which does not take account of
the equitable considerations referred to in the
immediately preceding paragraph. The amount paid
or payable by an indemnified party as a result of
the losses, claims, damages or liabilities (or
actions in respect thereof) referred to in the
immediately preceding paragraph shall be deemed to
include any legal or other expenses reasonably
incurred by such indemnified party in connection
with investigating or defending any such action or
claim. Notwithstanding the provisions of Section
8(d), in no event shall the Underwriter be required
to contribute any amount in excess of the amount by
which the total price at which the Warrants
underwritten by it and distributed to the public
were offered to the public exceeds the amount of
any damages which the Underwriter has otherwise
been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent
misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of
such fraudulent misrepresentation.
23
<PAGE>
(f) The Company and NAS each agree that any
claims that each of such parties may have against
the other or against BP and BPS pursuant to the
Participation Agreement, the BP Letter Agreement or
otherwise, in each case arising out of or based on
any untrue statement or alleged untrue statement in
the Registration Statement or the Prospectuses or
any Preliminary Prospectus, or caused by any
omission or alleged omission to state therein a
material fact, or otherwise arising out of or based
upon the sale of Warrants as contemplated by this
Agreement or arising out of or based upon any other
Transaction Document (each a "Cross-Claim"), shall
be subordinated in right of payment as set forth
below to the prior indefeasible payment in full in
cash of any and all claims the Underwriter may have
against any of the Company, NAS, BP or BPS, as the
case may be, arising out of or based on any untrue
statement or alleged untrue statement in the
Registration Statement or the Prospectuses or any
Preliminary Prospectus, or caused by any omission
or alleged omission to state therein a material
fact, or otherwise arising out of or based upon the
sale of Warrants under this Agreement (each an
"Underwriter Claim"). The Company and NAS each
agrees that it will provide notice to the
Underwriter within three business days of the
making by it of any Cross-Claim, and that such
notice shall provide reasonable detail as to the
factual and legal basis for the Cross-Claim and the
amount claimed. Thereafter, no amount may be paid
or received by the Company or NAS in respect of any
such Cross-Claim until the date that is 45 days
after the receipt by the Underwriter of the
foregoing notice; provided, however, that if the
Underwriter shall have prior to such 45th day
notified the Company or NAS, as the case may be,
who made such Cross-Claim or against whom such
Cross-Claim was made of any Underwriter Claim that
the Underwriter is making or may make against it,
then no amount may be paid or received by the
Company or NAS with respect to such Cross-Claim
without the prior written approval of the
Underwriter until the prior indefeasible payment in
full in cash of each such Underwriter Claim or
until it has been established in a final
adjudication by a court of competent jurisdiction
that the Underwriter is not entitled to receive any
payment from the Company or NAS in respect of such
Underwriter Claim. If a payment or distribution is
made to or received by the Company or NAS that
24
<PAGE>
because of this Section 8(f) should not have been
made to or received by it, such party that has
received such payment or distribution shall hold it
in trust for the Underwriter and pay it over to it
or its designees as its interests shall appear.
(g) The Company and NAS agree with the
Underwriter that any indemnity provision of any
agreement between the Company and NAS on the one
hand and BP and BPS on the other shall not be
deemed to modify or supersede any provision of this
Section 8.
SECTION 9. Representations, Warranties and
Agreements to Survive Delivery. All representations,
warranties and agreements contained in this Agreement or
contained in certificates of officers of the Company or NAS
submits d pursuant hereto, including indemnity and
contrition agreements, shall remain operative and in full
force and effect, regardless of any termination of this
Agreement, or any investigation, or any statement as to the
results thereof, made by or on behalf of the Underwriter or
any person controlling the Underwriter or by or on behalf of
the Company, its officers or directors or controlling
persons, or by NAS or any person controlling NAS and shall
survive acceptance of and payment for Warrants hereunder.
SECTION 10. Termination. This Agreement may be
terminated for any reason at any time prior to the delivery
of and payment for the Warrants on the Closing Date, by the
Underwriter upon the giving of written notice of such
termination to the Company, if prior to such time (i) there
has been, since the respective dates as of which information
is given in the Registration Statement and the Prospectuses,
any material adverse change in the financial condition,
results of operations, business or prospects of the Company,
NAS or BP and its subsidiaries considered as a whole,
whether or not arising in the ordinary course of business or
(ii) there has occurred any outbreak or escalation of
hostilities or other calamity or crisis or a material change
in existing national or international financial, political,
economic or securities market conditions, the effect of
which is such as to make it, in the judgment of the
Underwriter, impracticable or inadvisable to market the
Warrants in the manner contemplated in the Prospectuses or
enforce contracts for the sale of the Warrants, or (iii)
trading generally on either the American Stock Exchange, the
Nasdaq National Market or the New York Stock Exchange has
been suspended, or minimum or maximum prices for trading
have been fixed, or maximum ranges for prices for securities
have been required, by either of said exchanges or by order
25
<PAGE>
of the Commission or any other governmental authority, or a
banking moratorium has been declared by either Federal or
New York authorities. In the event of any such termination,
the provisions of Section 7, the indemnity agreement and
contribution provisions set forth in Section 8, and the
provisions of Sections 9 and 15 shall remain in effect.
SECTION 11. Limitation on Liability. Each of NAS
and the Underwriter hereby agrees that NAS's liability to
the Underwriter in respect of all losses, claims, damages
and other liabilities arising out of or based upon a breach
by NAS of the representations, warranties or other
agreements contained in Sections 2(a) to (d), 2(f), 2(k) to
(l), 2(p) to (w), 5(a) to (h), 5(j) and 5(1) hereof and
Sections 2(e), 2(g) to (j) and 2(m) to (o) hereof, insofar
as such representations, warranties and other agreements
relate to the Company, shall, together with the liabilities
under Section 8(a) hereof, be limited to pending or
threatened claims of which the Underwriter has notified NAS
within 10 business days after the Warrant Exercise Date in
an aggregate amount not to exceed $2,500,000.
SECTION 12. Jurisdiction, Service of Process. To
the fullest extent permitted by applicable law, each of the
Company and NAS irrevocably submits to the nonexclusive
jurisdiction of any Federal or state court in the City,
County and State of New York, United States of America, in
any legal suit, action or proceeding based on or arising
under this Agreement and irrevocably agrees that all claims
in respect of such suit or proceeding may be determined in
any such court. The Company and NAS irrevocably and fully
waive the defense of an inconvenient forum or objections to
personal jurisdiction with respect to the maintenance of
such legal suit, action or proceeding. Each of the Company
and NAS hereby irrevocably designates and appoints Seward &
Kissel, One Battery Park Plaza, New York, New York 10004
(the "Process Agent"), as its authorized agent, upon whom
process may be served in any such legal suit, action or
proceeding, it being understood that the designation and
appointment of Seward & Kissel as such authorized agent
shall become effective immediately without any further
action on the part of the Company or NAS. If the Process
Agent shall cease to act as the agent for service of process
of the Company or NAS, the Company or NAS, as appropriate,
shall appoint, without delay, another such agent, and notify
the Underwriter of such appointment. Each of the Company
and NAS represents to the Underwriter that it has notified
the Process Agent of such designation and appointment for a
period of five years and that the Process Agent has accepted
the same in writing. Each of the Company and NAS hereby
irrevocably authorizes and directs the Process Agent to
26
<PAGE>
accept such service. Each of the Company and NAS further
agrees that service of process upon the Process Agent and
written notice of said service to the Company or NAS, as
appropriate, shall be deemed in every respect effective
service of process upon the Company or NAS, as appropriate,
in any such legal suit, action or proceeding. Nothing
herein shall affect the right of the Underwriter or any
person controlling the Underwriter to serve process in any
other manner permitted by law.
SECTION 13. Notices. All notices and other
communications hereunder shall be in writing and shall be
deemed to have been duly given if sent by mail, tele or
facsimile communication. Notices to the Underwriter shall
be directed to it at 30 Rockefeller Plaza, New York, NY
10020, Attention: Syndicate Department; notices to the
Company shall be directed to it at Cedar House, 41 Cedar
Avenue, Hamilton HMEX, Bermuda, Attention of the Secretary
with a copy to the Treasurer, with copies to: Nordic
American Shipping A/S, Thor Dahls Gt. 1-3, P.O. Box 54, 3201
Sandefjord, Norway, Attention: Herbjorn Hansson, and Seward
& Kissel, One Battery Park Plaza, New York, NY 10004,
Attention: Gary Wolfe, Esq., fax: (212) 480-8421; notices to
NAS shall be directed to it at Thor Dahls Gt. 1-3, P.O. Box
54, 3201 Sandefjord, Norway, Attention: Herbjorn Hansson,
fax: 011-47-33-46-86-05, with a copy to: Seward & Kissel,
One Battery Park Plaza, New York, NY 10004, Attention: Gary
Wolfe, Esq., fax: (212) 480-8421; notices to BP shall be
directed to it at Britannic House, 1 Finsbury Circus, London
EC2M 7BA, England, Attention: The Group Treasurer; notices
to BPS shall be directed to it at Britannic Tower, Moor
Lane, London EC2Y 9BU, England, Attention: Duncan Hill, fax
011-44-171-628-4959.
SECTION 14. Parties. This Agreement shall inure
to the benefit of and be binding upon the Company, its
directors and officers who signed the Registration
Statement, the Underwriter and NAS and any controlling
persons referred to herein and their respective successors
and assigns. Nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any
other person, firm or corporation any legal or equitable
right, remedy or claim under or in respect of this Agreement
or any provision herein contained. No purchaser of Warrants
from the Underwriter shall be deemed to be a successor by
reason merely of such purchase.
SECTION 15. Governing Law. This Agreement shall
be governed by, and construed in accordance with, the law of
the State of New York, without regard to the principles of
conflicts of laws thereof.
27
<PAGE>
SECTION 16. Obligation Currency. The obligation
of the Company and NAS to make payments hereunder is in U.S.
dollars (the "Obligation Currency") and such obligation
shall not be discharged or satisfied by any tender or
recovery pursuant to any judgment expressed in or converted
into any currency, other than the Obligation Currency or any
other realization in such other currency, whether as
proceeds of setoff, security, guarantee, distributions, or
otherwise, except to the extent to which such tender,
recovery or realization shall result in the effective
receipt by the party which is to receive such payment of the
full amount of the Obligation Currency expressed to be
payable hereunder, and each of the Company and NAS agrees to
indemnify the party which is to receive such payment has an
additional, separate and independent cause of action) for
the amount (if any) by which such effective receipt shall
fall short of the full amount of the Obligation Currency
expressed to be payable hereunder and such obligation to
indemnify shall not be affected by judgment being obtained
for any other sums due under this Agreement. The
Underwriter agrees to refund the Company or NAS any excess
from the realization of such other currency that shall
result in the effective receipt by it of more than the full
amount of the Obligation Currency payable hereunder.
SECTION 17. Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be
an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
28
<PAGE>
lf the foregoing is accordance With each to your
understanding of our agreement, please sign this Agreement
and return to U3 counterparts hereof.
Very truly yours,
NORDIC AMERICAN TANKER
SHIPPING LIMITED
By /s/ Herbjorn Hansson
_______________________
Name: Herbjorn Hansson
Title: President
NORDIC AMERICAN SHIPPING A/S,
By /s/ Herbjorn Hansson
_____________________
Name: Herbjorn Hansson
Title: Chief Executive
Officer
The foregoing
Underwriting Agreement is
hereby confirmed and
accepted as of the date
first above written by:
LAZARD FRERES & CO. LLC
By /s/ Hamish WM Norton
_______________________
Name: Hamish WM Norton
Title: Managing Director
29
01318004.AM1
