Exhibit 4.1
FIFTH AMENDMENT TO THE MANAGEMENT AGREEMENT
This FIFTH AMENDMENT TO THE MANAGEMENT AGREEMENT (this “Amendment”), dated as of May 3, 2018 is made by and between Navios Maritime Acquisition Corporation, a Marshall Islands corporation (“NMAC”) and Navios Tankers Management Inc., a Marshall Islands corporation (“Tankers Management”, and together with NMAC, the “Parties”) and amends the Management Agreement (including all amendments thereto, the “Agreement”) entered into between NMAC and Navios Shipmanagement Inc. (“Shipmanagement”) on May 28, 2010 as such Agreement was assigned to Tankers Management via an assignment agreement among the Parties and Shipmanagement dated September 10, 2010 and subsequently amended. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given them in the Agreement.
WITNESSETH:
WHEREAS, the Parties desire to amend the Agreement.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
| 1. | The fourth paragraph of the first page of the Agreement shall be amended and restated in its entirety as follows: |
“NOW THEREFORE, the parties agree that, in consideration for the Manager providing the commercial and technical management services set forth inSchedule “A” to this Agreement (the “Services”), and subject to the Terms and Conditions set forth inArticle I attached hereto, Navios Acquisition shall from May 29, 2018 until May 28, 20, pay to the Manager the fees set forth inSchedule “B” to this Agreement (the “Fees”) and, if applicable, the Extraordinary Fees and Costs.
| 2. | The first paragraph of Section 6 of Article I shall be amended and restated in its entirety as follows: |
“Section 6: Service Fee/Reimbursement of Costs and Expenses. In consideration for the Manager providing the Services from May 29, 2018 until May 28, 2020, Navios Acquisition shall pay the Manager the Fees as set out inSchedule “B” to this Agreement and the Extraordinary Fees and Costs, if applicable.
| 3. | The first paragraph of Schedule “B” shall be amended and restated in its entirety as follows: |
“In consideration for the provision of the Services listed inSchedule “A” by the Manager to Navios Acquisition, Navios Acquisition shall, from May 29, 2018 until May 28, 2020, pay the Manager a fixed daily fee of US$7,150 per owned LR1 product tanker vessel, $6,500 per owned MR2 product tanker vessel and chemical tanker vessel, and $9,500 per VLCC tanker vessel, payable on the last day of each month, as set forth in the table below. Navios Acquisition’s payment to the Manager fordry-docking expenses shall beat-cost for all vessels.”
| 4. | The third paragraph of Schedule “B” as amended and restated in the fourth amendment to the Agreement shall hereinafter be deleted. |
| 5. | Full Force and Effect. Except as modified by this Amendment, all other terms and conditions in the Agreement shall remain in full force and effect. |
| 6. | Effect. Unless the context otherwise requires, the Agreement and this Amendment shall be read together and shall have effect as if the provisions of the Agreement and this Amendment were contained in one agreement. After the effective date of this Amendment, all references in the Agreement to “this Agreement,” “hereto,” “hereof,” “hereunder” or words of like import referring to the Agreement shall mean the Agreement, as amended, as further modified by this Amendment. |
| 7. | Counterparts. This Amendment may be executed in separate counterparts, all of which taken together shall constitute a single instrument. |
[Remainder of page intentionally left blank. Signature page to follow.]
2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year first above written.
| NAVIOS MARITIME ACQUISITION CORPORATION |
| /s/ Leonidas Korres |
By: Leonidas Korres Title: Chief Financial Officer |
| NAVIOS TANKERS MANAGEMENT INC. |
| /s/ Efstratios Desypris |
By: Efstratios Desypris Title: President/Director |
[Signature Page - Amendment to Management Agreement]