AMENDMENT NO. 3 TO COMMERCIAL MANAGEMENT AGREEMENT
Exhibit 4.13
AMENDMENT NO. 3 TO COMMERCIAL MANAGEMENT AGREEMENT
This Amendment No. 3 (this "Amendment") dated as of February 1st, 2018, by and among SEANERGY MANAGEMENT CORP., a company incorporated in ▇▇▇▇▇▇▇▇ Islands whose registered office is at Trust Company Complex, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, for its own behalf and as agent for and on behalf of the Shipowning Affiliates (the "Company"), and FIDELITY MARINE INC., a company incorporated in the ▇▇▇▇▇▇▇▇ Islands whose registered office is at Trust Company Complex, Ajeltake Island, Majuro ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ (hereinafter called the "Commercial Manager") to the Commercial Management Agreement dated as of March 2, 2015, by and among the Company and the Commercial Manager as amended by an Amendment No. 1 dated as of September 11th, 2015 and further amended by an Amendment No. 2 dated as of February 24th, 2016 (together referred to as the "Agreement"). Capitalized terms used herein without definition shall have the respective meanings ascribed thereto (or incorporated by reference) in the Agreement, which also contains rules of usage that apply to terms defined therein and herein.
RECITAL
WHEREAS, the Company and the Commercial Manager desire to enter into this Amendment No. 3 for the purpose of amending and restating Clause 2 of the Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Amended and Restated Clause 2 of the Agreement
Clause 2 of the Agreement is hereby amended and restated as follows:
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2
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Appointment of Commercial Manager & Fees
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| 2.1 |
In consideration of the premises and the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
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The Company as principal and as agent for and on behalf of the Shipowning Entities hereby appoints the Commercial Manager as the agent of the Group for the provision of chartering services to the Group, which include seeking and negotiating employment for the Vessels in accordance with the Company's instructions and subject to the Company's prior approval the conclusion (including the execution) of charter parties or other contracts relating to the employment of the Vessels, as described in detail in this Agreement.
| 2.2 |
For services performed hereunder by the Commercial Manager, the Company shall pay, or procure that the relevant member of the Group pays, to the Commercial Manager as a management fee (the "Fee") comprising of: (i) an annualized fee of Euro one hundred twenty thousand (€120,000) net per year which will be paid in twelve equal monthly payments of Euro 10,000 net each (to be made on or about the last day of every month); and (ii) a commission fee of zero point fifteen percent (0.15%) calculated on the collected gross hire/ freight/ demurrage payable when the relevant hire/ freight/ demurrage are collected, provided that on an annual basis the total Fee under (i) and (ii) will never exceed United States Dollars three hundred thousand (USD300,000) net. The Fee hereunder shall be paid to the Commercial Manager to an account of the Commercial Manager advised in writing to the Company. "
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Except as provided hereinabove, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereinabove have caused this Amendment No. 3 to the Agreement to be signed in duplicate by their respective and duly authorized representatives as of the date first written hereinabove.
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SEANERGY MANAGEMENT CORP.
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FIDELITY MARINE INC.
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By:
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/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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By:
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/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
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Title:
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Director/President
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Title:
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Sole Director
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