d1462185_ex10-42.htm


 


Exhibit 10.42


 






 



Central Shpping


Monaco 









 









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


 


 


March 10, 2014


 


 


Subject:                      Offer letter for the provision of management services.


 


 


Dear Sir(s)


 


This offer letter outlines the management services that Central Shippi Monaco SAM (the "Company") is in a position to offer "Top Ships Inc." and the relevant fees for these services.


 


Introduction:


 


Central Shipping Monaco SAM is a company established in Monaco, edicated to provide quality ship management services for both tanker and dry bulk vessels. The "Company" has assembled a team of senior shipping executives and key employees who have been working together for over ten years, accumulating extensive experience and expertise in the technical and commercial management of large, diversified fleets.


 


Our "Company" is financially strong, viable and is committed to provide world-class shipmanagement services that meet or exceed safety and environment41 requirements, our mission is to set the standards for safe and environmentally friendly s a transportation of goods with ships, crewed and operated by motivated, profession 1 and well-trained seaborne and shore personnel.


 


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


 










  





  











  


















 



	
Type of Management services:

	
Technical, Operations, Insurance, Bunkering, Crew, Provisions, Accounting, Commercial, Chartering, Sale and Purchase, Newbuilding supervision.


 


	
Duration of Contract:

	
Five (5) years, automatically renewed.


 


	
Services and Relevant Fees:

	
·

	
USD 550 per day per vessel for Technical, Operations, Insurance, Provisions, Bunkering and Crew Management. Applicable 3 months prior delivery from the yard.


 


	  	
·

	
USD 300 per day per vessel for Commercial Management. Applicable from the date of delivery from the yard.


 


	  	
·

	
Accounting, reporting and Administrative Fees and Services at cost.


 


	
Fee Annual Increase:

	
Based on total percentage increase in the U.S. Consumer Price Index over the previous year, but not less than 2% and not more than 5%. Applicable from the signing of this agreement for all vessels in Annex "D".


 


	
Commission on all hires / gross freight / demurrage:

	
1.25%


 


	
Sales and Purchase Commission:

	
1% of the Sale or the Purchase Price, or the contract price of the Newbuilding Contract.







 


 


 


 


 


 










  





  











  



















	
N/B Construction - Supervision Fee:

	
7% of actual cost.


 


	
Managers' Superintendent's Fee per day:

	
USD 500 per day, plus actual expenses.


 


	
Financial Consultancy Fee on derivative agreements, loan financing and refinancing:

	
0.20% on the total transaction amount.


 


	
Annual Performance Incentive Fee

	
At your discretion.


 


	
Notice of Termination:

	
18 months.


 


	
Termination Fees:

	
Fees for 12 months.







 


 


 


 


 


 


 




 



	
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.


 












 


 


 


 


 










  





  











  













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".


 


Acknowledgement 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 initialize a copy of the (BIMCO) Standard Ship Management Agreement (Shipman 98).


 


After acceptance of this offer letter and attached management agreement, same shall be binding upon the parties hereof "Top Ships Inc." and the "Company" and shall not be terminated by reason of a change of control of either "Top Ships Inc." and the "Company".


 







 



	
Yours Faithfully







 







 



	
Central Shipping Monaco SAM.

	
Accepted:

	
Top Ships Inc.


	  	  	  
	  	
Signature:

	
/s/Evangelos Ikonomou


	  	
Name:

	
Evangelos Ikonomou


	  	
Title:

	
Director


	  	
Date:

	
March 10th, 2014







 


 


 


 




 





  





  











  








 




 


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-CLAU E 18.1(i) OF THIS AGREEMENT.


 







 



	
Date of Agreement:

	
10th March 2014


 


	
Details of Associated Vessels:

	  










 


 


 



	
 


Hull S406 tbn ESHIPS TAWEELAH


 


	
 


Hull S407 tbn ESHIPS BURAIMI


 


	
 


Hull S414 tbn ECOTANK


 


	
 


Hull 5417 tbn ECOSHIP


 


	
 


Hull S418 tbn ECOFLEET


 


	
 


Hull S419 tbn ECO REVOLUTION


 


	
  


 












 


 


 


 











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)


 



	
Duration of Contract:

	
Five (5) years, automatically renewed.


 


	
Services and Relevant Fees:

	
·

	
USD 550 per day per vessel for Technical and Crew Management, Insurance Provisions and Bunkering


 


	  	
·

	
USD 300 per day per vessel for Commercial Management. Applicable from the date of delivery from the yard.


 


	  	
·

	
Accounting Services at cost.







 



	
Fee Annual Increase:

	
Based on total percentage increase in the U.S. Consumer Price Index over the previous year, but not less than 2% and not more than 5%.


 


	
Commission on all hires / gross freight / demurrage:

	
1.25%


 


	
Sales and Purchase Commission:

	
1% of the Sale or the Purchase Price


 


	
N/B Construction – Supervision Fee:

	
7% of actual cost.


 


	
Managers’ Superintendent Fee beyond 10 days per annum:

	
USD 500 per day, plus actual expenses.


 


	
Notice of Termination:

	
18 months


 


	
Termination  Fees:

	
Fees for 12 months.







 


 


 


 




 


 



	
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.