AMENDMENT TO MANAGEMENT AGREEMENT
Exhibit 10.8
EXECUTION
COPY
AMENDMENT
TO MANAGEMENT AGREEMENT
AMENDMENT NO. 3 made effective the 30th
day of April 2008 to the Management Agreement dated the 3rd day of April 2007,
as amended the 24th day of September 2008 and the 27th day of March 2008 (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
Aristofanis;
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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
Aristofanis;
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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)
Paragraph (22) of Schedule “A” of the Management Agreement is hereby amended to
read in its entirety as follows:
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(22) CSM
shall make arrangements as instructed by the respective Classification
Societies of the Amore Mio II and the Aristofanis for the next scheduled
intermediate or special survey of each vessel, as applicable, and all
costs in connection with passing such survey (including dry-docking) and
satisfactory compliance with class requirements will be borne by
CSM.
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(b) Schedule
“B” of the Management Agreement is hereby amended to read in its entirety as
follows:
A-1
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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Amore
Mio II
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8,500
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Aristofanis
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5,500
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A-2
(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
I
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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
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March-June
2013
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Xxxx
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May-August
2013
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Attikos
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September-November
2012
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Amore
Mio II
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March
- April 2013
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Aristofanis
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March
- April 2013
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A-3
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.
A-4
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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CAPITAL
PRODUCT PARTNERS L.P. BY ITS 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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