to the Amended and Restated Master Management Agreement dated as of the 28th day of July 2022 and effective as of the 1st day of July 2022 (the “Agreement”)
Exhibit 4.17
ADDENDUM NO.1
to the Amended and Restated Master Management Agreement dated as of the 28th day of July 2022
and effective as of the 1st day of July 2022 (the “Agreement”)
This Addendum No.1 to the Agreement is made on November 18, 2022 (the “Addendum No. 1 ”) by and between:
| 1. |
CASTOR MARITIME INC., a corporation duly organized and existing under the laws of the Xxxxxxxx Islands with its registered office at [●], Xxxxxxxx Islands (the “CTRM”);
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| 2. |
CASTOR SHIPS S.A., a company duly organized and existing under the laws of the Xxxxxxxx Islands with its registered office at [●], Xxxxxxxx Islands, having established a branch office in Greece pursuant to the provisions of art. 25 of
Law 27/1975 (formerly law 89/1967) at 25 [●], Greece (the “Manager”);
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| 3. |
The shipowning corporations listed in Annexes 1 and 2 hereto (the “Shipowning Subsidiaries”); and
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| 4. |
The ex-shipowning corporation listed in Annex 3 hereto (the “Ex-Shipowning Subsidiary” and together with the
Shipowning Subsidiaries and CTRM, collectively the “Company”)
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(hereinafter collectively referred to as the “Parties” and individually as a “Party”).
WHEREAS:
| (A) |
The Parties have entered into the Agreement by which the Manager undertook to provide certain technical, commercial, crew management services and administrative services in respect of the Vessels and the business affairs of the Company
as described in more detail in the Agreement and the Schedules thereto;
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| (B) |
CTRM intends to acquire, directly or indirectly, wholly or partially, additional shipowning companies which, in turn, shall own or charter in Additional Vessels, namely containerships (the “Container
Shipowning Subsidiaries”); each Container Shipowning Subsidiary shall adhere to the Agreement by entering into an adhesion agreement to be executed by and between such Container Shipowning Subsidiary and the Parties to the
Agreement;
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| (C) |
Elektra Shipping Co. of the Xxxxxxxx Islands, being a subsidiary of CTRM which used to own the tanker vessel Wonder Arcturus and was listed in Schedule A-2 to the Agreement, sold the said vessel on July 15, 2022 and as of that date is an
Ex-Shipowning Subsidiary (as such term, in plural, is defined in Clause 1 herein below) and is listed in Annex 3 hereto.
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| (D) |
In view of the foregoing, the Parties wish to extend, supplement and amend the Agreement in accordance with the terms and conditions of this Addendum No.1 by virtue of Section 12 of the Agreement; and
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| (E) |
Unless the context otherwise requires, any terms and expressions not defined in this Addendum No.1 (including in the Recitals) but defined in the Agreement shall have the meanings set out in the Agreement.
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NOW therefore, in consideration of the foregoing, the Parties hereto agree as follows:
| 1. |
The following amendments and/or supplements are hereby made to the Agreement:
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| (i) |
The following new definitions are hereby added in Section 1 (Definitions) of the Agreement:
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“Ex-Shipowning Subsidiaries” means the legal entities which previously owned or chartered Vessel(s) that have been sold, transferred
or otherwise disposed of or have become actual, constructive, agreed or compromised total loss, or become subject to a requisition for title or compulsory acquisition by any government or other competent authority, as listed in Schedule A-4 of this
Agreement as such Schedule A-4 may be amended and/or supplemented from time to time.
1
“Per Containership Management Fees” has the meaning set forth in Section 6(i) a. of this Agreement.
| (ii) |
The definitions of the following terms contained in Section 1 (Definitions) of the Agreement are hereby replaced by the following definitions:
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“Daily Ship Management Fees” means Per Bulk Carrier Vessel Management Fees, Per Tanker Vessel Management Fees and Per Containership
Management Fees.
“Shipowning Subsidiaries” means the shipowning corporations listed in Schedules X-0, X-0 xxx X-0 of this Agreement.
“Vessels” includes all vessels set out in Schedules X-0, X-0 xxx X-0 to this Agreement as of the date of the Agreement (as such
Agreement has been amended and/or supplemented and as may further amended and/or supplemented from time to time) and any Additional Vessels.
| (iii) |
Section 6(i) a. (Management Fees) of the Agreement is hereby deleted and is replaced by the following new Section 6(i) a. (Management Fees):
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| “a. |
US$ 925 per bulk carrier Vessel per day (the “Per Bulk Carrier Vessel Management Fees”) and US$ 925 per container Vessel per day (the “Per Containership Management Fees”) and US$ 975 per tanker Vessel per day (the “Per Tanker Vessel Management Fees”), accrued on a daily basis, for the provision of the services
provided in the relevant Ship Management Agreement(s) and in this Agreement, which may be adjusted from time to time by written agreement of the Company and the Manager (collectively the “Daily Ship
Management Fees”);”
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| (iv) |
Any reference to the Shipowning Subsidiaries in Sections 8(v), 9(iii), 19 and in Schedule C xxxxx x., c., h. and i. shall include also any Ex-Shipowning Subsidiaries.
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| (v) |
A new Schedule A-3 shall be produced and inserted after Schedule A-2 to the Agreement listing the Container Shipowning Subsidiaries which shall from time to time enter into the Agreement by respective adhesion agreements to be
executed by and between the Parties to the Agreement and each Container Shipowning Subsidiary.
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| (vi) |
A new Schedule A-4 shall be produced and inserted after Schedule A-3 to the Agreement listing the Ex-Shipowning Subsidiaries.
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| (vii) |
For each Additional Vessel its respective shipowning corporation shall adhere to the Agreement by entering into an adhesion agreement to be executed by and between such shipowning corporation and the Parties to the Agreement.
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| 2. |
All other terms and conditions of the Agreement shall remain unaltered and in full force and effect.
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| 3. |
The Agreement and this Addendum No.1 constitute an integral document which is valid and binding upon its parties in accordance with its terms.
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| 4. |
This Addendum No.1 may be executed in any number of counterparts (in accordance with article 160 of the Greek Civil Code), including facsimile counterparts or as a “pdf” or similar attachment to an email, all of which, taken together,
shall constitute one and the same agreement.
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| 5. |
Governing Law and Jurisdiction
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| (i) |
This Addendum No.1 and any dispute or claim arising out of or in connection with it or its subject matter or formation, including a dispute relating to the existence, validity or termination of this Addendum No.1 or any non-contractual
disputes or claims (a “Dispute”) shall be governed by Greek law.
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| (ii) |
Subject to below paragraph (iii), the Courts of Piraeus, Greece shall have exclusive jurisdiction to settle any Dispute.
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| (iii) |
Paragraph (ii) above is for the exclusive benefit of the Manager, who reserves the right: (a) to commence proceedings in relation to any Dispute in the courts of any country other than Greece and which may have or claim jurisdiction to
that Dispute; and (b) to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in Piraeus, Greece or without commencing proceedings in Piraeus, Greece. The Company shall not
commence any proceedings in any country other than Greece in relation to a Dispute.
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[Signature Page Follows]
2
IN WITNESS WHEREOF, the Parties have executed this Addendum No.1 as of the date first written above.
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By:
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Name:
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Title:
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CASTOR SHIPS S.A.
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By:
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Name:
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Title:
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Signed for and on behalf of the Shipowning Subsidiaries
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listed in Annex 1
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By:
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Name:
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Title:
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Signed for and on behalf of the Shipowning Subsidiaries
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listed in Annex 2
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By:
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Name:
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Title:
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3
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Signed for and on behalf of the Ex-Shipowning Subsidiaries
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listed in Annex 3
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By:
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Name:
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Title:
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4
ANNEX 1
SHIPOWNING SUBSIDIARIES LIST (bulk carrier Vessels)
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Name of Shipowning Subsidiary
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Vessel Name
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Sector
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IMO No.
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Vessel Flag
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Pumba Shipping Co.
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Magic Orion
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Bulk Carrier
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Marshall Islands
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Super Mario Shipping Co.
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Magic Venus
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Bulk Carrier
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Marshall Islands
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Liono Shipping Co.
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Magic Thunder
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Bulk Carrier
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Marshall Islands
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Kabamaru Shipping Co.
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Magic Argo
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Bulk Carrier
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Marshall Islands
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Asterix Shipping Co.
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Magic Perseus
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Bulk Carrier
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Marshall Islands
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Mulan Shipping Co.
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Magic Starlight
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Bulk Carrier
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Marshall Islands
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Luffy Shipping Co.
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Magic Twilight
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Bulk Carrier
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Marshall Islands
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Snoopy Shipping Co.
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Magic Nebula
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Bulk Carrier
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Marshall Islands
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Jumaru Shipping Co.
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Magic Nova
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Bulk Carrier
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Marshall Islands
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Xxxxxx Xxxxx Shipping Co.
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Magic Mars
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Bulk Carrier
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Marshall Islands
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Garfield Shipping Co.
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Magic Phoenix
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Bulk Carrier
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Marshall Islands
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Pocahontas Shipping Co.
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Magic Horizon
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Bulk Carrier
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Marshall Islands
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Pikachu Shipping Co.
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Magic Moon
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Bulk Carrier
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Marshall Islands
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Spetses Shipping Co.
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Magic P
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Bulk Carrier
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Marshall Islands
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Bistro Maritime Co.
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Magic Sun
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Bulk Carrier
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Marshall Islands
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Stewie Shipping Co.
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Magic Xxxx
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Bulk Carrier
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Marshall Islands
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Cinderella Shipping Co.
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Magic Eclipse
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Bulk Carrier
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Marshall Islands
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Songoku Shipping Co.
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Magic Pluto
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Bulk Carrier
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Marshall Islands
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Mickey Shipping Co.
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Magic Callisto
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Bulk Carrier
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Marshall Islands
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Bagheera Shipping Co.
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Magic Rainbow
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Bulk Carrier
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Marshall Islands
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5
ANNEX 2
SHIPOWNING SUBSIDIARIES LIST (tanker Vessels)
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Name of Shipowning Subsidiary
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Vessel Name
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Sector
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IMO No.
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Vessel Flag
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Rocket Shipping Co.
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Wonder Polaris
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Tanker
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Xxxxxxxx Islands
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Gamora Shipping Co.
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Wonder Sirius
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Tanker
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Xxxxxxxx Islands
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Drax Shipping Co.
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Wonder Bellatrix
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Tanker
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Xxxxxxxx Islands
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Colossus Shipping Co.
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Wonder Musica
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Tanker
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Xxxxxxxx Islands
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Hawkeye Shipping Co.
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Wonder Avior
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Tanker
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Xxxxxxxx Islands
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Starlord Shipping Co.
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Wonder Xxxx
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Tanker
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Xxxxxxxx Islands
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Vision Shipping Co.
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Wonder Mimosa
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Tanker
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Xxxxxxxx Islands
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Xavier Shipping Co.
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Wonder Formosa
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Tanker
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Xxxxxxxx Islands
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6
ANNEX 3
EX-SHIPOWNING SUBSIDIARIES LIST
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Name of Ex-Shipowning
Subsidiary
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Vessel Name
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Sector
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IMO No.
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Vessel Flag
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Elektra Shipping Co.
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Wonder Arcturus
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Tanker
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Xxxxxxxx Islands
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7
