d1462150_ex10-39.htm


Exhibit 10.39







Private and Confidential







The Board of Directors


Top Ships Inc.


1 Vas. Sofias & Meg. Alexandrou Str.


151 24 Maroussi







For the attention of Mr. Vangelis G. Ikonomou







July 1, 2010







Subject:                      Final offer letter for the provision of management services.







Dear Sir(s)







Further to our exchanges on the subject matter, this is our final offer letter outlining the management services that Central Mare Inc. (the "Company") is in a position to offer to Top Ships Inc. ("Top") and the relevant fees for these services.


 


Below is our final fees and commissions for the services that we are able to provide you with.


 



	
Type of Management:

	
Accounting, Sale & Purchase, Provisions, Crew, Technical, Commercial, Insurance, Operations, Bunkering, Chartering.


	  	  
	
Duration of Contract:

	
5 Years.


	  	  
	
Notice of Termination:

	
12 Months.


	  	  
	
Management Fee:

	
·

	
EURO 650 per vessel, per day, for vessels on Time Charter, or Spot Charter.


	  	
·

	
EURO 250 per vessel, per day, for vessels on Bareboat Charter.


	  	
·

	
M/T IOANNIS P: EURO 500 per day for all management services except technical management. Full management fee for full management services after expiration of current T/C.


	  	  
	
Annual Increase:

	
3% per annum for all fees. To be reviewed after the 5th anniversary.


	  	  
	  	  
	  	  
	  	  
	  	  



















  





  











  














	
Accounting Fee:

	
EURO 250,000 per quarter.


	  	  
	
Fees for Financial Reporting Requirements under SEC and NASDAQ applicable Rules & Regulations:

	
EURO 80,000 per quarter.


	  	  
	
Services for SOX Compliance:

	
EURO 100 per vessel, per day.


	  	  
	
Commercial Operation & Freight Collection services:

	
EURO 90 per vessel, per day.


	  	  
	
Managers' Superintendent's Fee:

	
EURO 500 per day, plus actual expenses.


	  	  
	
Information System Fee:

	
EURO 10,000 per vessel, per year.


	  	  
	
Commission on derivative agreements and new loan financing or loan refinancing:

	
0.2%


	  	  
	
Commission on all NEW hires / gross freight /demurrage/ ballast Bonus:

	
1.25%


	  	  
	
Commission on all EXISTING hires / gross freight /demurrage/ ballast Bonus for post fixture:

	
0.75%


	  	  
	
Sales and Purchase Commission:

	
1% of the sale or the purchase Price


	  	  
	
New Buildings Construction Supervisor's Fee:

	
EURO 400,000 per new building vessel


	  	  
	
Insurance Services:

	
5% of the total insurance premiums per vessel


	  	  
	
In-house claims handling:

	
EURO 150 per person per day of 8 hours for handling all claims other than insurance and salvage.


	  	  
	
Legal fees for claims and general Corporate services:

	
At cost.


	  	  





























  





  











  








 


 







 



 




	
1.

	
Manager shall be entitled to receive additional remuneration for any increase in administrative costs and expenses resulting from the introduction of a new, or a change in the interpretation of applicable laws and regulations, or concerning ship management services.







 



	
2.

	
Owners to pay the deductible of any insurance claim relating to the vessels, or for any claim that is within such deductible range.







 



	
3.

	
Owners to pay any tax, dues, or ransom in a case of piracy, or fines imposed on vessel or Manager, due to the operation of the vessel.







 



	
4.

	
In the event of vessel new acquisition Manager to receive all management fees 3 months in advance prior delivery.







 



	
5.

	
This offer is provided by the Company on the basis of Top's current fleet.







 






 












Attached herewith is the (BIMCO) Standard Ship Management Agreement (Shipman 98) as amended, which shall be the basis of the individual management agreements to be entered into among each of Top's vessel-owning companies and the Company.


 


Acknowledgment and Acceptance


 


Please acknowledge your acceptance of the terms of our offer by signing the confirmation below and kindly return a copy of this letter and initialise a copy of the attached (BIMCO) Standard Ship Management Agreement (Shipman 98) as amended.


 


After its acceptance, this offer letter shall be binding upon the parties hereof (Top and the Company) and shall not be terminated by reason of a change of control of either Top or the Company.


 


Yours Faithfully








	
Central Mare INC.

	
Accepted : Top Ships Inc.


	  	  
	  	
Signature : /s/ Vangelis G. Ikonomou


	  	  
	  	
Name

	
: Vangelis G. Ikonomou


	  	
Title

	
: Executive Vice-President


	  	
Date

	
: July 1, 2010


	  	  	  
	  	  	  














  





  











  











 


 


 


 




  





  











  






 


 


 


ANNEX "A" (DETAILS OF VESSEL OR VESSELS) TO



THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)


STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: "SHIPMAN 98'


 









 




 








	
Date of Agreement:

	
1st July 2010


	  	  
	
Name of Vessel(s):

	
M/......................


	  	  
	
Particulars of Vessel(s):

	  
	  	  















 



	
 


TYPE OF VESSEL


 

	  
	
 


HULL TYPE


 

	  
	
 


IMO NUMBER


 

	  
	
 


FLAG


 

	  
	
 


YEAR & PLACE BUILT


 

	  
	
 


CLASS SOCIETY


 

	  
	
 


CALL SIGN


 

	  
	
 


LOA, BREADTH, DEPTH


 

	  
	
 


SDWT - DRAFT


 

	  
	
 


NRT/GRT


 

	  




















This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the test of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document






  





  











  











 


ANNEX "B" (DETAILS OF CREW) TO



THE BALTIC AND INTERNATIONAL MARITIME COUNCIL


(BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: "SHIPMAN 98'




















	
Date of Agreement:

	
1st July 2010


	  	  
	
Details of Crew:

	
M/......................


	  	  
	
Particulars of Vessel(s):

	  
	  	  

















	  	
Rank

	
Number

	
Nationality







 


 



	  	
 


Master


 

	  	  
	  	
Chief Mate


 

	  	  
	  	
 


2nd Mate


 

	  	  
	  	
 


3rd Mate


 

	  	  
	  	
 


Chief Engineer


 

	  	  
	  	
 


2nd Engineer


 

	  	  
	  	
 


3rd Engineer


 

	  	  
	  	
 


Electrician


 

	  	  
	  	
 


Bosum


 

	  	  
	  	
 


AB


 

	  	  
	  	
 


Deck Cadet (OS)


 

	  	  
	  	
 


Fitter


 

	  	  
	  	
 


Pumpman


 

	  	  
	  	
 


Oiler


 

	  	  
	  	
 


Engine Cadet


 

	  	  
	  	
 


Cook - Steward


 

	  	  
	  	
 


Catering Boy


 

	  	  
	
  


 

	
 


CREW TOTAL


 

	  	  





 


 














This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the test of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document






  





  











  











 


ANNEX "B" (DETAILS OF CREW) TO



THE BALTIC AND INTERNATIONAL MARITIME COUNCIL


(BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: "SHIPMAN 98'




















	
Date of Agreement:

	
1st July 2010





 


Managers Budget in USD for the first year with effect from the Commencement Date of this Agreement:


 


Please see "Appendix 1" Central Mare Inc Budge Proposal 2010.











 


 


 


 


 


 


 


 








This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the test of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document






  





  











  











ANNEX "D" (ASSOCIATED VESSELS) TO



THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)


STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: "SHIPMAN 98'


 











 


NOTE: PARTIES SHOULD BE AWARE THAT BY COMPLETING THIS ANNEX "D" THEY WILL BE SUBJECT TO THE PROVISIONS OF SUB-CLAUSE 18.1(i) OF THIS AGREEMENT.













	
Date of Agreement:

	
1st July 2010


	  	  
	
Details of Associated Vessels:

	  
	  	  





















	  	
 


M/T IOANNIS P


 

	  
	  	
 


M/V ASTRALE


 

	  
	  	
 


M/V AMALFI


 

	  
	  	
 


M/V PEPITO


 

	  
	  	
 


M/V CYCLADES


 

	  
	  	
 


M/V PAPILLON


 

	  
	  	
 


M/T MISS MARILENA


 

	  
	  	
 


M/T LICHTENSTEIN


 

	  
	  	
 


M/T IONIAN WAVE


 

	  
	  	
 


M/T TYRRHENIAN WAVE


 

	  
	  	
 


M/T BRITTO


 

	  
	  	
 


M/T HONGBO


 

	  















This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the test of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document






  





  











  








ANNEX E (Management Fees)














	
Management Fee:

	
·

	
EURO 650 per vessel, per day, for vessels on Time Charter, or Spot Charter.


	  	
·

	
EURO 250 per vessel, per day, for vessels on Bareboat Charter.


	  	
·

	
M/T IOANNIS P: EURO 500 per day for all management services except technical management. Full management fee for full management services after expiration of current T/C.


	  	  
	
Annual Increase:

	
3% per annum for all fees. To be reviewed after the 5th anniversary.


	  	  
	
Services for SOX Compliance:

	
EURO 100 per day.


	  	  
	
Commercial Operation & Freight Collection services:

	
EURO 90 per day.


	  	  
	
Managers' Superintendent's Fee:

	
EURO 500 per day, plus actual expenses.


	  	  
	
Information System Fee:

	
EURO 10,000 per year.


	  	  
	
Commission on derivative agreements and new loan financing or loan refinancing:

	
0.2%


	  	  
	
Commission on all NEW hires / gross freight /demurrage/ ballast Bonus:

	
1.25%


	  	  
	
Commission on all EXISTING hires / gross freight/demurrage/ ballast Bonus for post fixture:

	
0.75%


	  	  
	
Sales and Purchase Commission:

	
1% of the sale or the purchase Price


	  	  
	
Insurance Services:

	
5% of the total insurance premiums per vessel


	  	  
	
In-house claims handling:

	
EURO 150 per person per day of 8 hours for handling all claims other than insurance and salvage.


	  	  
	
Legal fees for claims and general Corporate services:

	
At cost.


	  	  
	  	  




















 










	
1.

	
Manager shall be entitled to receive additional remuneration for any increase in administrative costs and expenses resulting from the introduction of a new, or a change in the interpretation of applicable laws and regulations, or concerning ship management services.













	
2.

	
Owners to pay the deductible of any insurance claim relating to the vessels, or for any claim that is within such deductible range.













	
3.

	
Owners to pay any tax, dues, or ransom in a case of piracy, or fines imposed on vessel or Manager, due to the operation of the vessel.













	
4.

	
The above management fees are agreed on the basis of the number of the associated vessels as per ANNEX D of this agreement.