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Title: |
Management Agreement |
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Entities: |
Golar LNG Ltd.; Frontline Management (Bermuda) Limited; Golar LNG Ltd. |
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Date: |
2002 |
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Size: |
Preview shows 6KB of 37KB total |
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Price: |
$39 |
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ID: |
#125802 |
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-------------------------------------------------------------------------------
MANAGEMENT AGREEMENT
Dated February 21, 2002
-------------------------------------------------------------------------------
between
GOLAR LNG LIMITED
and
FRONTLINE MANAGEMENT (BERMUDA) LIMITED
{PAGE}
I N D E X
1. APPOINTMENT.........................................................4
2. THE COMPANY'S MANAGEMENT FUNCTIONS..................................4
3. SUBSIDIARIES........................................................4
4. SERVICES............................................................4
5. GENERAL CONDITIONS..................................................9
6. COMPENSATION.......................................................10
7. AUTHORITY..........................................................11
8. INDEMNITY..........................................................11
9. CONFIDENTIALITY....................................................12
10.TERMINATION........................................................13
11.DEFAULT............................................................14
12.FORCE MAJEURE......................................................14
13.NOTICES............................................................14
14.MISCELLANEOUS......................................................15
15.GOVERNING LAW......................................................15
APPENDIX I - FEE SCHEDULE
Page 2
{PAGE}
THIS MANAGEMENT AGREEMENT (the "Agreement") is made on February 21, 2002
BETWEEN :
(1) GOLAR LNG LIMITED, Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08
Bermuda (the "Company")
on the one part; and
(2) FRONTLINE MANAGEMENT (BERMUDA) LIMITED, Par-la-Ville Place, 14 Par-la-Ville
Road, Hamilton HM 08 Bermuda ("FrontManBer");
on the other part.
FrontManBer is hereinafter referred to as the "Manager" ", while the Company and
the Manager are referred to collectively as the "Parties" or, separately, as a
"Party"). The Company and its subsidiaries and associated companies are referred
to collectively as the "Group".
WHEREAS :
(A) The Company is a limited company organised under the laws of Bermuda,
having its registered office at the address stated above.
(B) The Company's shares are currently listed on the Oslo Stock Exchange and
the Company is in the process of being listed on the Nasdaq National
Market.
(C) The Company is, through direct and indirect subsidiaries established in
various jurisdictions, the owner and/or operator of a substantial number of
LNG vessels and other assets.
Page 3
{Page}
(D) It is the Company's policy to outsource certain of its administrative needs
to other corporate entities, either owned or controlled by itself, by
related parties or by third parties.
NOW THEREFORE, the Parties have agreed as follows:
1. APPOINTMENT
1.1 The Company hereby confirms the appointment of the Manager on the terms and
conditions set forth below
1.2 The Parties agree that the terms set forth herein shall regulate the
management services provided to the Group by the Manager with effect from
June 1, 2001 and that all other agreements, whether oral or in writing,
relevant thereto shall terminate with effect from the same date.
2. THE COMPANY'S MANAGEMENT FUNCTIONS
2.1 Ultimate responsibility for the administration of the Group lies with the
Company's board of directors (the "Board").
2.2 The Board has appointed its vice chairman as the Company's Chief Executive
Officer and the managing director of FrontManBer as the Company's chief
accounting officer and Company Secretary. (All of the above hereinafter
jointly referred to as the "Officers" or, individually, as an "Officer").
3. SUBSIDIARIES
3.1 The Group's assets are, generally, held by partly or wholly owned
subsidiaries of the Company (the "Subsidiaries"). The Group, in addition,
provides ship management services to third parties.
4. SERVICES
4.1 The Manager shall, throughout the terms of this Agreement, make such
assistance and such services in relation to the management of the Group and
the Subsidiaries available to the Group as the Company and the Officers
from time to time may specify.
Without prejudice to the generality of the foregoing, the Manager
shall provide the following services to the Group:
4.1.1 Corporate Governance Services
a. The Manager shall assist the Company Secretary in preparing material
for and convening the meetings of the Board and the follow-up and
implementation of the resolutions passed by the Board from time to
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