AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT DATED JUNE 27, 1988 BETWEEN B+H OCEAN CARRIERS LTD. AND B+H MANAGEMENT LTD. (“the Management Agreement”)
AMENDMENT NO. 1 TO
MANAGEMENT AGREEMENT DATED JUNE 27, 1988
BETWEEN B+H OCEAN CARRIERS
LTD. AND B+H MANAGEMENT LTD. (“the
(A) The
Management Agreement is hereby amended as follows:
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(1)
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Section
10 of the Management Agreement is hereby amended and restated to read in
its entirety as follow:
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“Certain Conflicts of
Interest. The Company hereby acknowledges that the Manager and
certain of its affiliates provide services similar to those provided hereunder
to persons other than the Company, including entities in which the Manager or
such affiliates have economic interests. In order to avoid even the
appearance of a conflict of interest, the Manager agree that (a) at least five 5
days in advance of the entering into any commitment to acquire or dispose of any
type of commercial cargo vessel, or any material direct or indirect interest in
such vessels, by the Manager or any of its affiliates on their own behalf or on
behalf of personas other than Company, the Manager will give the Audit Committee
of the Company’s Board of Directors written notice containing full disclosure of
the material terms of such acquisition or disposition; (b) it shall not
discriminate against the Company in the selection, purchase or sale of any type
of oceangoing cargo vessel; and (c) neither the Manager nor any of its
affiliates will for their own account purchase from or sell to the Company any
vessels, or any material direct or indirect interest therein, during the term of
this Agreement without the unanimous approval of the Audit Committee of the
Company’s Board of Directors.”
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(2)
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Schedule
I of the Management Agreement is hereby amended and restated to read in
its entirety as follows:
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“For
management services provided pursuant to this Agreement, the Manager shall
receive a fixed fee of $4,000 per month per vessel, and any increases in such
fixed fee shall be determined on each anniversary of this Agreement and be based
on any increases in the Urban Wage Earners and Clerical Workers Consumer Price
Index for the New York metropolitan area over the level reported by that Index
for the month of June 1988.”
(B) All
other terms and conditions of the Management Agreement remain
unaltered.
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FOR
B+H OCEAN CARRIERS LTD.
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FOR
B+H MANAGEMENT
LTD.
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Dated as
of
