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Title: |
Management Agreement |
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Entities: |
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Date: |
2008 |
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Size: |
Preview shows 16KB of 103KB total |
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Price: |
$36 |
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ID: |
#3291257 |
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SAFE BULKERS, INC. |
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SAFETY MANAGEMENT OVERSEAS S.A. |
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MANAGEMENT AGREEMENT |
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TABLE OF CONTENTS
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Page |
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ARTICLE I |
INTERPRETATION |
1 |
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ARTICLE II |
APPOINTMENT |
5 |
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ARTICLE III |
THE PARENT?S GENERAL OBLIGATIONS |
6 |
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ARTICLE IV |
THE MANAGER?S GENERAL OBLIGATIONS |
7 |
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ARTICLE V |
ADMINISTRATIVE SERVICES |
9 |
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ARTICLE VI |
COMMERCIAL SERVICES |
11 |
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ARTICLE VII |
INSURANCE |
12 |
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ARTICLE VIII |
AVAILABILITY OF OFFICERS |
12 |
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ARTICLE IX |
MANAGEMENT FEES AND EXPENSES |
13 |
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ARTICLE X |
BUDGETS, CORPORATE PLANNING AND EXPENSES |
16 |
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ARTICLE XI |
LIABILITY AND INDEMNITY |
18 |
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ARTICLE XII |
RIGHTS OF THE MANAGER, RESTRICTIONS ON THE |
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MANAGER?S AUTHORITY, AND NON-COMPETE |
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PROVISIONS |
19 |
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ARTICLE XIII |
TERMINATION OF THIS AGREEMENT |
20 |
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ARTICLE XIV |
CHANGE IN CONTROL OF THE MANAGER AND |
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RIGHT OF FIRST OFFER |
23 |
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ARTICLE XV |
NOTICES |
24 |
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ARTICLE XVI |
APPLICABLE LAW |
25 |
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ARTICLE XVII |
ARBITRATION |
25 |
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ARTICLE XVIII |
MISCELLANEOUS |
27 |
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APPENDIX I |
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Form of Hajioannou Restrictive Covenant Agreement |
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APPENDIX II |
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Form of Other Restrictive Covenant Agreement |
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APPENDIX III |
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Form of Shipmanagement Agreement |
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APPENDIX IV |
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Form of Supervision Agreement |
-i-
THIS MANAGEMENT AGREEMENT (this ?Agreement?) is made on the [?] the day of [?], 2008, BY AND BETWEEN:
(1) SAFE BULKERS, INC., a company organized and existing under the laws of the Republic of the Marshall Islands (the ?Parent?); and
(2) SAFETY MANAGEMENT OVERSEAS S.A., a company organized and existing under the laws of the Republic of Panama (the ?Manager?).
WHEREAS:
(A) The Parent directly or indirectly wholly owns or will wholly own (i) the corporations identified on Schedule A hereto, as such Schedule A may be amended from time to time (the ?Shipowning Subsidiaries?), each of which owns or will own one or more Drybulk Vessels (as defined below) (the ?Vessels?) and (ii) the corporations identified on Schedule B hereto, as such Schedule B may be amended from time to time (together with the Shipowning Subsidiaries, the ?Subsidiaries?).
(B) The Manager has the benefit of expertise in the technical and commercial management of Drybulk Vessels and administration of shipowning companies generally.
(C) The Parent and the Manager desire to adopt this Agreement, pursuant to which the Manager shall represent the Group (as defined below) in its dealings with third parties and provide either directly or through a Submanager (as defined below) technical, commercial, administrative and certain other services to the Group as specified herein in connection with the management and administration of the business of the Group.
NOW, THEREFORE, THE PARTIES HEREBY AGREE:
ARTICLE I
INTERPRETATION
SECTION 1.1. In this Agreement, unless the context otherwise requires:
?Affirmative Response? shall have the meaning set forth in Section 14.4(b).
?Affiliates? means, with respect to any Person as at any particular date, any other Persons that directly or indirectly, through one or more intermediaries, are Controlled by, Control or are under common Control with the Person in question, and ?Affiliate? means any one of them.
?Agreement? shall have the meaning set forth in the preamble.
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?Approved Budget? shall have the meaning set forth in Section 10.3.
?Board of Directors? means the board of directors of the Parent as the same may be constituted from time to time.
?Business Days? means a day (excluding Saturdays and Sundays) on which banks are open for business in Athens, Greece; Cyprus; and New York, New York.
?Change in Control of the Parent? means the occurrence of any of the following events: (a) if any ?person? or ?group? (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act (other than one or more Hajioannou Entities) (collectively, an ?Acquiring Person?), becomes the ?beneficial owner? (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 40% or more of the total voting power of the outstanding voting securities of the Parent, and such percentage represents a higher percentage of such voting power than the Hajioannou Entities, collectively; or (b) the approval by the shareholders of the Parent of a proposed merger, consolidation, recapitalization or similar transaction, as a result of which any Acquiring Person becomes the ?beneficial owner? (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 40% or more of the total voting power of the outstanding voting securities of the resulting entity following such transaction, and such percentage represents a higher percentage of such voting power than the Hajioannou Entities, collectively; or (c) a change in directors after which a majority of the members of the Board of Directors are not Continuing Directors. For purposes of this definition, such person or group shall be deemed to beneficially own any outstanding voting securities of a corporation held by any other corporation (the ?parent corporation?) so long as such person or group beneficially owns, directly or indirectly, in the aggregate a majority of the total voting power of the outstanding voting securities of such parent corporation.
?Control? or ?Controlled? means, with respect to any Person, the right to elect or appoint, directly or indirectly, a majority of the directors of such Person or a majority of the Persons who have the right, including any contractual right, to manage and direct the business, affairs and operations of such Person, or the possession of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.
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