EXHIBIT 10.1
MANAGEMENT AGREEMENT
THIS AGREEMENT is made this 28th day of February, 2005
BY AND BETWEEN;
(1) XXXXXXXX MANAGEMENT LLC incorporated on February 18th, 2005 of Ajeltake
Island, Majuro, Xxxxxxxx Islands, duly represented in the presents by Xx
Xxxxxxxx Molaris, of Kyprou Street and 00 Xxxxxxxx Xxxxxx, Xxxxxxx 000 00,
Xxxxxx (hereinafter called "XXXXXXXX")
(2) BLOSSOM MARITIME CORPORATION incorporated on February 8th, 1985 of 00 Xxxxx
xxxxxx,]Xxxxxxxx, Xxxxxxx having an established office in Greece, under the
provisions of Law 89, in Xxxx Xxxxxxx 00, Xxxxxxx, duly represented in the
presents by XX XXXXXXXX XXXXXX of 0 Xxxxxx Xxxxxx, Xxxxx, Xxxxxx, (hereinafter
called "BLOSSOM")
WHEREAS:
(A) Xxxxxxxx will establish an office in Greece under the provisions of
Law 89 as amended in order to represent, manage and commercially operate
oceangoing vessels, which will be owned by separate corporate entities
(hereinafter the "Owners" and each an "Owner"),
(B) Blossom is a company which has an extensive experience in the
technical management of vessels and has the capability to provide
technical and crewing services to vessels represented by Xxxxxxxx.
(C) It has been agreed between Xxxxxxxx and Blossom that for the period
and subject to the terms and conditions hereinafter expressed and
contained, Blossom shall be and is hereby appointed to act as technical
manager to provide services to the vessels in consideration of the
management fees as specified hereunder.
NOW THEREFORE, IT IS HEREBY MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS
FOLLOWS:
1. Xxxxxxxx appoints Blossom and Blossom hereby agrees to act as technical
manager of those vessels represented by Xxxxxxxx that Xxxxxxxx elects to
place under the technical management of Blossom and Blossom approves
(hereinafter called the "Vessels" and each a "Vessel") and in that
capacity and subject as hereinafter provided, Blossom shall have and has
been entrusted with the technical management of the Vessels.
2. For each Vessel, Xxxxxxxx shall cause each Owner to enter with Blossom
into a Bimco Xxxxxxx 98 Contract ("the Xxxxxxx Contract") starting from
the date the respective MOA is signed, with the agreed terms as per the
attached draft in Appendix I hereto, and Blossom shall act and do all
and/or any of the following acts or things in the name and/or on behalf of
Xxxxxxxx and/or the Owners in all parts of the world directly or through
its agents and such technical management shall include inter alia:
(a) The appointment of agents for the Vessel in all parts of the world;
(b) The xxxxxxx of the Vessel and engaging master, officers and crew
hereof in accordance with the requirements of the Vessel and according to
the conditions currently applying to sea-going personnel;
(c) Subject to Xxxxxxxx'x approval, carrying out extensive repairs of
damages caused to any Vessel by accidents, wear and tear or by advent of
risks and repairs relating to the periodical surveys of the Vessel for the
maintenance of her classification and also arranging and supervising
Vessel's dry-dockings. Blossom is authorised to carry out minor repair
when same are needed, or emergency repairs and other remedial actions
required by applicable rules with prior notice to Xxxxxxxx, with Xxxxxxxx
arranging timely advance funding from the vessels' Owners to cover the
costs in all circumstances above.
(d) Maintaining at the expense of Xxxxxxxx and in full understanding with
Xxxxxxxx all equipment necessary for the full and efficient operation of
the Vessels;
(e) Protecting Xxxxxxxx'x and the Owners' interests with respect to all
liens, penalties and claims involving third parties including master,
officers and crew of the Vessels, but being under no obligation to post
security, counter-indemnities or equivalent with the purpose of releasing
any vessel from any attachment or lien, nor under any obligation to pay or
settle by its own means any penalties or claims arising in spite of
Blossom's protective actions;
(f) Subject to Xxxxxxxx'x approval, the insuring and effecting insurance
covers on the Vessels, and the entering of the Vessels in a Protection and
Indemnity Association as well as Defense Association. Also to effect Hull
and Machinery sad War Risks insurance for the Vessels, under the terms and
conditions agreed between Xxxxxxxx and Blossom on behalf of Owners.
3. Xxxxxxxx shall cause that all monies necessarily expended by Blossom in the
fulfillment of any of its obligations under this agreement in respect of the
maintenance and operation of the Vessels save such expenses as are referred to
in Clause No.9 hereof shall be reimbursed upon Blossom's first application
through Xxxxxxxx and shall cause for advances to be paid to Blossom on account
of reasonable estimates for funds required as these may be submitted from time
to time by Blossom, followed by the prompt settlement of the final balances,
once the final amounts are ascertained.
4. To contest, and subject to Xxxxxxxx'x approval, to adjust, compromise or
settle any claims made against any Vessel, and to refer disputes to arbitration
on such terms and in such manner as Blossom and Xxxxxxxx shall think fit and
advisable,
5. Blossom will not do any act or voluntarily permit or suffer any act to be
done whereby any insurance placed on or in respect of the Vessel shall or may be
suspended, impaired or defeated.
6. Blossom shall maintain detailed financial records relating to the operation
of the Vessels. The above records shall be open to inspection at any time by
Xxxxxxxx or its duly accredited representatives.
2
Furthermore, Blossom shall, upon the request of Xxxxxxxx and at Xxxxxxxx'x
expense, prepare and submit to Xxxxxxxx, annual financial statements within
ninety (90) days from the close of the fiscal year for each Vessel, showing in
detail the results of the operation of the Vessel. Xxxxxxxx may at its will and
expense appoint auditors to check the financial statements issued by Blossom and
Blossom is obliged to avail to Xxxxxxxx all records of the Vessels and any other
information documents or vouchers.
7. Blossom shall take any such additional action as Xxxxxxxx may from time to
time prescribe, and shall fulfill any obligation of Xxxxxxxx in respect of the
Vessels under the terms and conditions and exceptions of any covering
charterparty or otherwise to facilitate the operation and maintenance of the
Vessel. Any funding related to these requirements to be dealt with as per clause
3 hereinabove.
8. Blossom shall receive as remuneration for its services under this agreement a
fee amounting to:
a) management fees of US$350 per Vessel per day for each of the first four
(4) Vessels, which will be raised to US$400 per Vessel per day for all
vessels following the acquisition of the fifth(5) vessel, which shall be
payable monthly in advance.
b) for pre-purchase review and/or inspection of class records for any
vessel requested by Xxxxxxxx, US$100, plus fees and disbursements of third
parties.
c) for pre-purchase physical inspection of any vessel required by
Xxxxxxxx, US$200 plus fees and disbursements of third parties such as
subcontracted surveyors.
d) for DPA fees for auditing ISM/ISPS no more than US$120 per day.
e) should Xxxxxxxx request Blossom additionally either to review items
under 8.b or attend to 8.c then Blossom shall receive an additional
(euro)500 per day calculated pro rata.
9. Blossom shall at its own expense provide all necessary offices, pay for all
stationery, printing, postages, domestic telephone and all other usual office
expenses incurred by it as Manager in or about the business of the Management of
the Vessel. Foreign telephones, telegrams, telexes, cables and wireless messages
as well as travel expenses for Blossom's personnel and superintendents directly
incurred in connection with the operation, maintenance and repair of the Vessels
shall be for Owners' account and billed to the cost of operation including
superintendents' fees.
10. It is expressly stipulated that Blossom has not and will not for the
duration of the present Agreement contribute in any way into the commercial and
financial considerations of the respective Owners neither into any
representations regarding the freight market, appraisals, projections nor
generally any financial or other parameters relied upon by the Owners and/or
Xxxxxxxx, to purchase or not purchase the Vessels. Blossom has not and will not
make any of the above, nor make recommendations, and therefore shall bear no
responsibility whatsoever for commercial and financial outcomes, beyond
providing a quality technical management service for the smooth running of the
Vessels.
11. Blossom has no involvement in the capital raising and/or borrowing, and
consequently will not give any corporate guarantee, nor will its principals give
any personal guarantees.
3
12. Commencement of the Agreement. The cooperation and relationship between
Xxxxxxxx and Blossom shall commence on the date hereof. The appointment of
Blossom as technical manager of a Vessel, and the calculation of the respective
fees, shall be deemed to have commenced as from the date of signing of the
respective MOA and Xxxxxxx Contract. All Xxxxxxx Contracts shall be under and
subject to the existence and validity of the present Agreement.
13. If Blossom shall by any act of omission be in breach of a serious obligation
under this Agreement or any Xxxxxxx Contract, Xxxxxxxx may terminate this
Agreement forthwith and by giving Notice thereof to Blossom, without being
liable to pay any compensation to Blossom. Also this contract is terminated if
Blossom is or becomes blacklisted by any State in relation to vessels managed by
it or goes into bankruptcy whether compulsory or voluntary or enters into any
agreement or makes any composition with its creditors without Xxxxxxxx being
liable to pay any compensation to Blossom by reason of such termination, but
this right to terminate this agreement shall be in addition to and without
prejudice to any rights which Xxxxxxxx may have against Blossom in law or in
equity. Subject as aforesaid, this Agreement shall remain in force from the date
hereof for twelve (12) months renewable for a same period latest six (6) months
prior to expiration of the current period or until all Vessels are sold or
otherwise disposed of or lost, whichever the earliest. The stipulations of this
Clause 13 apply mutatis mutandis in case where Xxxxxxxx is in breach in respect
of its obligations towards Blossom.
14. Xxxxxxxx shall have the option to cancel the present Agreement by giving a
minimum six (6) months notice to Blossom. In such case the notice shall cover
all Xxxxxxx Contracts in relation to the Vessels. In such case Xxxxxxxx shall
cover any direct costs incurred by Blossom in relation to modifications to
Blossom's premises in order to accommodate any additional personnel hired by
Blossom in order to better serve the technical management of the Vessels.
Xxxxxxxx shall also cover the severance pay of all such additional personnel
unless this personnel waives this right by reason of accepting to be taken
over/employed either by Xxxxxxxx directly or under a different company under the
control of or subject to an agreement with Xxxxxxxx.
15. Notices
Every notice, request, demand or other communication under the present Agreement
or, unless otherwise provided therein, any of the Xxxxxxx Contracts shall:
(a) be in writing delivered personally or sent by telex or fax;
(b) be sent:
(i) if to be sent to Xxxxxxxx or any Owner,
x/X XXXXXXXX XXXXXXXXXX XXX,
Xxxxxx Xxxxxx and 00 Xxxxxxxx Xxxxxx,
000 00 Xxxxxxx, Xxxxxx,
Fax No. : +30 210
Attention: Xx. Xxxxxxxx Molaris
(ii) if to be sent to Blossom, to
BLOSSOM MARITIME CORPORATION
33 Xxxx Xxxxxxx
000 00 Xxxxxxx, Xxxxxx
Fax No.: +30 210
Attention : Xx. Xxxxxx Xxxxxxxx Xxxxx
4
or to such other person, address, telex or fax number as is notified by
one party to the other party or, as the case may be, parties to this
Agreement and the Xxxxxxx Contacts.
16. CONFIDENTIALITY
Each of the parties hereto agree and undertake to keep confidential any
documentation and any confidential information concerning the business, affairs,
directors or employees of the other which comes into its possession during this
Agreement and not to use any such documentation, information for any purpose
other than for which it was provided.
17. This Agreement shall be deemed to be a contract according to Greek law and
shall in all respects be construed and interpreted and be enforceable according
to Greek law.
18. In case any dispute of difference shall arise between Xxxxxxxx and Blossom
in connection with the interpretation and fulfillment of this contract, such
dispute or difference shall be referred to two arbitrators in Piraeus one to be
appointed by Xxxxxxxx and one by Blossom respectively and in case of
disagreement between said two arbitrators said disputes shall be referred to an
umpire to be appointed by the two arbitrators so chosen.
19. This Contract cannot be assigned to any other party without the written
approval of either party to this Agreement.
20. In the event of there being any conflict between this Agreement on the one
hand and any Xxxxxxx Contract on the other hand, this Agreement shall prevail.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
SIGNED by )
/s/ XXXXXXXX X. XXXXXXX )
----------------------------
the duly authorised attorney )
for and on behalf of )
XXXXXXXX MANAGEMENT LLC )
In the presence of: [ILLEGIBLE] )
[ILLEGIBLE]
SIGNED by )
/s/ CHCISTOS BACHOS )
-----------------------------
the duly authorised attorney )
for and on behalf of )
BLOSSOM MARITIME CORPORATION )
In the presence of: [ILLEGIBLE] )
5
APPENDIX I
STANDARD SHIP MANAGEMENT AGREEMENT
"XXXXXXX 98"
6
