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Management Agreement

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Title:

Management Agreement

Entities:

Daleco Resources Corp.

Date:

2007

Size:

48KB total

Price:

$45

ID:

#2859818

► Miscellany ► Management Agreements
► Energy ► Oil & Gas Operations

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DATED 8 March 2007

TSAKOS ENERGY NAVIGATION LIMITED

AND

TSAKOS ENERGY MANAGEMENT LIMITED

MANAGEMENT AGREEMENT

(amending the Management Agreement dated 30 May 1996

as amended on 5 June 1998 and 28 September 2004

and as amended and restated with effect from 1 January 2007)

HOLMAN FENWICK & WILLAN

TABLE OF CONTENTS


1.	DEFINITIONS	1

2.	APPOINTMENT AND TERM	2

3.	MANAGEMENT SERVICES	3

4.	RIGHTS AND OBLIGATIONS	5

5.	TAX	7

6	REMUNERATION AND FEES	7

7.	PAYMENT OF BONUS	9

8.	UNDERTAKINGS	10

9.	EXCLUSION OF LIABILITY	10

10.	TERMINATION	11

11.	RATIFICATION	12

12.	ASSIGNS AND SUCCESSORS	13

13.	CONFIDENTIALITY	13

14.	SUBSIDIARIES	13

15.	NOTICES	14

16.	GOVERNING LAW	14

17.	ENTIRE AGREEMENT	14

18.	THIRD PARTIES	14

19.	ARBITRATION	15

THIS MANAGEMENT AGREEMENT is made 2007

BETWEEN:

(1)	TSAKOS ENERGY NAVIGATION LIMITED (the Company) a company incorporated in Bermuda with limited liability with Incorporation Number EC18508 whose registered office is at Richmond House 12 Par-la-Ville Road, Hamilton, MH08 Bermuda;

(2)	TSAKOS ENERGY MANAGEMENT LIMITED (the Manager) a company incorporated in Liberia whose registered office is at 80 Broad Street, Monrovia, Liberia.

WHEREAS:

(A)	The Company appointed the Manager on 30 May 1996 (the Appointment Date) to manage the business of the Company and its various ship-owning subsidiaries (the Subsidiaries) from time to time and their respective operations and external affairs and the Manager accepted such appointment on that date.

(B)	The Parties wish to amend and restate the terms and conditions of the appointment of the Manager as herein set forth.

NOW THEREFORE IT IS HEREBY AGREED:

1.	DEFINITIONS

1.1	In this agreement the following terms shall have the following meanings:

Board means the Board of Directors of the Company or of a Subsidiary (as the context may require) and references in this Agreement to the Board or any board of directors of the Company or any or all of the Subsidiaries shall be deemed to include in the alternative a reference to any duly constituted committee thereof or to any person or persons duly authorised to exercise the power in question by either the Board or such board of directors or such a committee (as appropriate);

Bonus has the meaning given to it in Clause 7;

Effective Date means 1 January 2007;

Euribor means the British Bankers Association Interest Settlement Rate for Euro for 12 month Euribor displayed on the appropriate page of the Telerate screen at 11.00 a.m. (London time) on any relevant day for the offering of deposits in Euro provided that if such agreed page is replaced or the service ceases to be available, the Company may specify another page or service displaying the appropriate rate;

Euro means the single currency of participating member states of the European Union;

Euro-Zone Interbank Market means the interbank market for Euros operating in participating member states;

GAAP means generally accepted accounting principles and US GAAP means those principles as determined in the United States of America;

Management Fees has the meaning given to it in Clause 6.1;

Management Services has the meaning given to it in Clause 2.1;

Newbuildings means Ordinary Newbuildings and Specialised Newbuildings;

Operated Ships means:

(a)

ships chartered to, and operated by, the Company or its Subsidiaries during the Term;

(b)

ships owned by the Company or its Subsidiaries and bareboat chartered out during the Term; and

(c)

Ordinary Newbuildings;

Ordinary Newbuildings means those newbuilding ships which are under construction and owned by the Company or its Subsidiaries but not yet delivered under the relevant shipbuilding contract, excluding Specialised Newbuildings;

Owned Ships means ships owned and operated by the Company or its Subsidiaries during the Term and shall include:

(a)

Specialised Newbuildings, upon and from the date of signing of the relevant shipbuilding contract; and

(b)

Ordinary Newbuildings, upon and from their delivery under the relevant shipbuilding contract;

Specialised Newbuildings means those newbuilding ships which are under construction and owned by the Company or its Subsidiaries being of a specialised design and construction, including, without limitation, LPG and LNG ships and FPSO ships and Specialised Ships shall mean those ships;

Sub-Managers means any persons, being individuals or corporate entities, to which the Manager may sub-contract from time to time part of or the whole of the Management Services in accordance with the provisions of Clause 4;

Ships means the Owned Ships and the Operated Ships;

Target has the meaning given to it in Clause 7; and

Term has the meaning given to it in Clause 2.2.

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