ex4-22.htm


Exhibit 4.22




 







AMENDMENT TO MANAGEMENT AGREEMENT


 


AMENDMENT NO. 9 made effective the 13th day of August 2010 to the Management Agreement dated the 3rd day of April 2007, as amended (the “Management Agreement”); by and between CAPITAL PRODUCT PARTNERS L.P., a limited partnership duly organized and existing under the laws of the Marshall 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, 6th floor, Samuel Lewis Avenue, Panama, and a representative office established in Greece at 3, Iassonos Street, Piraeus Greece (“CSM”).


 


WHEREAS:


 



	
  

	
A.

	
CLP owns vessels and requires certain commercial and technical management services for the operation of its fleet;







 



	
  

	
B.

	
Pursuant to the Management Agreement, CLP engaged CSM to provide such commercial and technical management services to CLP on the terms set out therein;







 



	
  

	
C.

	
On the 13th day of August 2010, CLP acquired Canvey Shipmanagement Co. (“Canvey”), the vessel owning company of the product tanker “Insurgentes”, ex name Assos (the “Vessel”), currently registered in the port of Salina Cruz, Oaxaca, Mexico in the name of  Arrendadora Ocean Mexicana S.A. De C.V. of the Republic of Mexico (“Arrendadora”) as lessee pursuant to a financial lease agreement (the “Financial Lease Agreement”) between Arrendadora as lessee and Canvey as lessor;







 



	
  

	
D.

	
Arrendadora, as lessee, has entered into a bareboat charter (the “Bareboat Charter”) with Pemex Refinación (“Pemex”) a public organization, decentralized from the federal government of Mexico, as bareboat/demise charterer in respect of the Vessel.







 



	
  

	
E.

	
Arrendadora has also entered into a management agreement with CSM, pursuant to which CSM performs a number of technical management services for the normal operation of the Vessel, excluding services related to the following: (i) fuel/bunkers and lubricating oil, (ii) victual/stores to the Vessel,  (iii) crew (except that personnel required for the maintenance on board and on shore is to be provided by CSM), (iv) port fees, (v) catering, (vi) all Mexican taxes/duties and (vii) all type of insurances and bonds in relation to the Vessel (the “Arrendadora Management Agreement”). The technical and management services to be provided by CSM to Arrendadora are described exclusively and exhaustively in more detail in Schedule 2 of the Arrendadora Management Agreement.







 


 




  





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F.

	
In accordance with the terms of the Arrendadora Management Agreement, Arrendadora pays a fixed daily amount of USD$3,075.00 (Three thousand seventy five 00/100 US Dollars) for the duration of the Financial Lease Agreement (the “Arrendadora Management Fee”). Following the formation of an Administrative Trust Agreement amongst, inter alia, Canvey, CSM and Arrendadora such Arrendadora Management Fee is paid by Arrendadora to CSM through payment made to Canvey.







 



	
  

	
G.

	
CLP has agreed to pay the Arrendadora Management Fee to CSM through Canvey.







 



	
  

	
H.

	
In addition to the services set out in the Arrendadora Management Agreement, CLP has agreed to pay a fixed daily fee of USD$500 to CSM for the provision of certain additional services not provided under the Arrendadora Management Agreement (the “CLP Bareboat Fee”);







 



	
  

	
I.

	
CLP has requested that CSM agree to amend certain provisions of the Management Agreement, as set forth herein; and







 



	
  

	
J.

	
CSM is willing to agree to such amendments as set forth herein.







 


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) Definition of “Vessels” shall include also the Vessel (as defined hereinabove) and any relevant reference in the Management Agreement to Vessel, Vessel or ownership of a Vessel by CLP shall be logically amended to reflect the legal structure under which the Vessel is or will be in the beneficial ownership of CLP.


 



(b)  Schedule “B” of the Management Agreement is hereby amended to read in its entirety as follows:


 




 




  





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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 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, except that in the case of the m.t. “Insurgentes” (ex Assos) CLP shall pay a fixed daily fee of USD$3,575, comprising of the Arrendadora Management Fee of US$3,075 and the CLP Bareboat Fee of USD$500, 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.


 


 


 



	

Vessel Name



	 	

Daily Fee in US$




	  	 	 	 
	
Atlantas


 

	 	 	250	 
	
Aktoras


 

	 	 	250	 
	
Agisilaos


 

	 	 	5,500	 
	
Arionas


 

	 	 	5,500	 
	
Axios


 

	 	 	5,500	 
	
Aiolos


 

	 	 	250	 
	
Avax


 

	 	 	5,500	 
	
Akeraios


 

	 	 	5,500	 
	
Anemos I


 

	 	 	5,500	 
	
Apostolos


 

	 	 	5,500	 
	
Alexandros II


 

	 	 	250	 
	
Aristotelis II


 

	 	 	250	 
	
Aris II


 

	 	 	250	 
	
Attikos


 

	 	 	5,500	 
	
Amore Mio II


 

	 	 	8,500	 
	
Aristofanis


 

	 	 	5,500	 
	
Agamemnon II


 

	 	 	6,500	 
	
Ayrton II


 

	 	 	6,500	 
	
El Pipila


(ex Atrotos)


 

	 	 	3,575	  (3,075 + 500)
	
Alkiviadis


 

	 	 	7,000	 
	
Insurgentes


(ex Assos)

	 	 	3,575	  (3,075 + 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








	

Vessel Name



	 	

Expected


Termination Date




	  	 	  
	
Atlantas


 

	 	
January-April 2011


	
Aktoras


 

	 	
April-July 2011


 


	
Agisilaos


 

	 	
May-August 2011


 


	
Arionas


 

	 	
August-November 2011


 


	
Axios


 

	 	
December 2011-March 2012


 


	
Aiolos


 

	 	
November 2011-February 2012


 


	
Avax


 

	 	
December 2011-March 2012


	
Akeraios


 

	 	
May-August 2012


 


	
Anemos I


 

	 	
July-October 2012


 


	
Apostolos


 

	 	
July-October 2012


 


	
Alexandros II


 

	 	
December 2012-March 2013


 


	
Aristotelis II


 

	 	
March-June 2013


 


	
Aris II


 

	 	
May-August 2013


 


	
Attikos


 

	 	
September-November 2012


	
Amore Mio II


 

	 	
March - April 2013


	
Aristofanis


 

	 	
March - April 2013


	
Agamemnon II

	 	
October 2013


 


	
Ayrton II


 

	 	
March 2014


	
El Pipila


(ex Atrotos)


 

	 	
March 2014


	
Alkiviadis


 

	 	
June 2015


	
Insurgentes


(ex Assos)

	 	
March 2014












 


 




  





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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.


 


 


 


 




 




  





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IN WITNESS WHEREOF the Parties have executed this Amendment by their duly authorized signatories with effect on the date first above written.


 


 




	 	
CAPITAL PRODUCT PARTNERS L.P. BY ITS 


GENERAL PARTNER, CAPITAL GP L.L.C., 

	 
	 	 	 	 
	
 

	
By: 

	/s/ Ioannis E. Lazaridis	 
	 	 	Name:  	Ioannis E. Lazaridis	 
	 	 	Title:  	Chief Executive Officer and Chief Financial Officer of Capital GP L.L.C.	 
	 	 	 	 












 



	 	
CAPITAL SHIP MANAGEMENT CORP., 

	 
	 	 	 	 
	
 

	
By: 

	/s/ Nikolaos Syntichakis	 
	 	 	Name:  	Nikolaos Syntichakis	 
	 	 	Title:  	Attorney-in-Fact	 
	 	 	 















 


 


 

 




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