AMENDMENT TO MANAGEMENT AGREEMENT
Exhibit
4.5
EXECUTION
COPY
AMENDMENT
TO MANAGEMENT AGREEMENT
AMENDMENT NO. 1 made effective the 24th
day of September 2007 to the Management Agreement dated the 3rd day of April
2007 (the “Management
Agreement”); by and between CAPITAL PRODUCT PARTNERS L.P., a limited
partnership duly organized and existing under the laws of the Xxxxxxxx Islands
(“CLP”), and
CAPITAL SHIP MANAGEMENT CORP., a company duly organized and existing
under the laws of Panama with its registered office at Hong Kong Bank building,
0xx
xxxxx, Xxxxxx Xxxxx Xxxxxx, Xxxxxx, and a representative office established in
Greece at 0, Xxxxxxxx xxxxxx, Xxxxxxx Xxxxxx (“CSM”).
WHEREAS:
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A.
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CLP
owns vessels and requires certain commercial and technical management
services for the operation of its
fleet;
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B.
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Pursuant
to the Management Agreement, CLP engaged CSM to provide such commercial
and technical management services to CLP on the terms set out
therein;
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C.
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CLP
wishes to acquire the product tanker M/T
Attikos;
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D.
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CLP
wishes for CSM to provide commercial and technical services under the
Management Agreement with respect to the product tanker M/T
Attikos;
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E.
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CLP
has requested that CSM agree to amend certain provisions of the Management
Agreement, as set forth herein; and
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F.
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CSM
is willing to agree to such amendments as set forth
herein.
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NOW THEREFORE, in consideration of the
premises and the agreements, provisions and covenants herein contained, the
parties hereto hereby agree, on the terms and subject to the conditions set
forth herein, as follows:
Section 1. Defined
Terms. Capitalized terms used but not defined herein shall
have the meanings assigned to such terms in the Management
Agreement.
Section 2. Amendments. (a)
The definition of “Additional Vessels” set forth in Section 1 of the Management
Agreement is hereby amended to read in its entirety as follows:
“Additional Vessels”
means product tankers not in the ownership of CLP on the date of this agreement
and product tankers not forming part of the newbuildings fleet as set out in
Schedule “C” to this Agreement, that CLP may subsequently purchase.
A-1
Such
Additional Vessels, after their acquisition by CLP, for the purposes of this
Agreement shall also be referred to herein as Vessels.
(b) Schedule “B” of the Management
Agreement is hereby amended to read in its entirety as follows:
SCHEDULE B
FEES
In consideration for the provision of
the Services listed in Schedule A by CSM to CLP, CLP shall pay CSM a fixed daily
fee of US$5,500 per time-chartered Vessel, payable on the last day of each
month, and will also pay a fixed daily fee of US$250 per bareboat-chartered
Vessel, as set forth in the table below. Notwithstanding anything in
this Agreement to the contrary, this Schedule will be amended from time to time
to reflect the applicable fee for each Additional Vessel, which fee shall be
negotiated on a vessel-by-vessel basis.
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Vessel
Name
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Daily
Fee in US$
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Atlantas
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250
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Aktoras
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250
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Agisilaos
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5,500
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Assos
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5,500
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Arionas
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5,500
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Axios
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5,500
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Aiolos
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250
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Avax
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5,500
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Atrotos
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5,500
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Akeraios
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5,500
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Anemos
I
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5,500
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Apostolos
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5,500
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Xxxxxxxxxx
XX
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250
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Xxxxxxxxxxx
XX
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250
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Xxxx
XX
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250
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Attikos
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5,500
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(c) Schedule “E” of the
Management Agreement is hereby amended to read in its entirety as
follows:
SCHEDULE
E
DATE OF
TERMINATION
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Vessel
Name
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Expected
Termination
Date
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Atlantas
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January-April
2011
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Aktoras
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April-July
2011
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Agisilaos
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May-August
2011
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Assos
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February-May
2011
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Arionas
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August-November
2011
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Axios
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December
2011-March 2012
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Aiolos
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November
2011- February 2012
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Avax
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June
2010
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Atrotos
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February-May
2012
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Akeraios
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May-August
2012
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Anemos
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July-October
2012
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Apostolos
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July-October
2012
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Xxxxxxxxxx
XX
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December
2012-March 2013
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Xxxxxxxxxxx
XX
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March-June
2013
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Xxxx
XX
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May-August
2013
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Attikos
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September-November
2009
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Section 3. Effectiveness of
Amendment. This Amendment shall become effective as of the
date hereof (the “Amendment Effective
Date”).
Section 4. Effect of
Amendment. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, amend, or otherwise affect the rights and remedies of CLP or CSM
under the
Management
Agreement, and shall not alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the
Management Agreement, all of which are ratified and affirmed in all respects and
shall continue in full force and effect. Nothing herein shall be
deemed to entitle CLP or CSM to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations,
covenants or agreements contained in the Management Agreement in similar or
different circumstances. This Amendment shall apply and be effective
with respect to the matters expressly referred to herein. After the
Amendment Effective Date, any reference to the Management Agreement shall mean
the Management Agreement with such amendments effected hereby.
Section 5. Counterparts. This
Amendment may be executed in one or more signed counterparts, facsimile or
otherwise, which shall together form one instrument.
IN WITNESS WHEREOF the Parties have
executed this Amendment by their duly authorized signatories with effect on the
date first above written.
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GENERAL PARTNER, CAPITAL GP L.L.C.,
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By:
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| Name: Xxxxxxx X. Xxxxxxxxx | ||||
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Title: Chief Executive Officer and
Chief Financial Officer of
Capital GP L.L.C.
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CAPITAL
SHIP MANAGEMENT CORP.,
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By:
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| Name: Nikolaos Syntichakis | ||||
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Title : Attorney-in-Fact
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