EXHIBIT 10.5
DATED THIS 5TH DAY OF JUNE 2001
BETWEEN
NEPTUNE ORIENT LINES LIMITED
AND
AMERICAN EAGLE TANKERS INC. LIMITED
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SHAREHOLDER'S AGREEMENT
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SHAREHOLDER'S AGREEMENT
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THIS AGREEMENT is made this 5th day of June 2001 by and between:
NEPTUNE ORIENT LINES LIMITED, a company organised and existing under the laws of
Singapore and having its registered office at 000 Xxxxxxxxx Xxxx, #00-00 XXX
Xxxxxxxx, Xxxxxxxxx 000000 (hereinafter called "NOU) of the first part, and
AMERICAN EAGLE TANKERS INC. LIMITED, a company organised and existing under the
laws of Bermuda and having its registered office at Xxxxxx Xxxxx, 00 Xxxxxxxxxx
Xxxxxx, Xxxxxxxx XX 00, Xxxxxxx (hereinafter called "AET") of the second part;
collectively referred to as the "Parties".
WHEREAS:
(A) As at the date of this Agreement, AET is a wholly owned crude oil
transportation subsidiary of NOL and AET undertakes all of NOL's crude oil
transportation business.
(B) AET intends to make an initial public offering of its common shares to
investors internationally, including Singapore, directly or in the form of
Singapore Depository Receipts Representing Shares;
(C) NOL has agreed to grant AET a right of first refusal on any proposed
acquisition by NOL (or its subsidiary) of crude oil tankers or crude oil
tanker businesses on the terms and conditions of this Agreement.
(D) The Parties wish to formalize their agreement in writing.
NOW THEREFORE for and in consideration of the mutual premises herein contained,
and for such other valuable consideration the receipt and adequacy of which the
Parties hereby acknowledge, IT IS HEREBY AGREED AS FOLLOWS:
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(I) RIGHTS OF FIRST REFUSAL
(1) NOL hereby grants AET a right of first refusal for any proposed
acquisition by NOL (or its subsidiary) of crude oil tankers or crude
oil tanker businesses for a Term as defined hereinbelow at Clause (II).
(2) Prior to NOL or its subsidiary acquiring any crude oil tankers or crude
oil tanker businesses from any third party ("Selling Party"), NOL shall
give AET a written notice setting out details of the intended
acquisition ("NOL's Notice"). NOL's Notice must contain, where
practicable, adequate information so enable AET to fully consider its
right of refusal, including but not limited to:
a. identification and particulars of the Selling Party;
b. detailed terms and conditions of the intended acquisition including
the final price structure;
c. delivery date of the vessel (in the case of an intended acquisition
of a crude oil tanker); and
d. intended completion date of the intended acquisition,
hereinafter referred to as the "Offer Terms".
(3) Within sixty (60) days ftom AET's receipt of NOL's Notice, AET may at
its option exercise its right to acquire the tanker asset at the price
and terms and conditions offered to NOL, by way of a written acceptance
to NOL ("AET's Notice"). Thereafter, AET shall enter into direct
negotiations with the Selling Party. Nothing herein shall prevent AET
from negotiating different terms and conditions with the Selling Party,
including pricing, without further reference to NOL.
(4) In the event NOL does not receive AET's Notice within the stipulated
period of sixty (60) days, NOL may proceed to acquire the intended
tanker asset from the Selling Party at the offer terms without further
reference to AET.
(II) TERM
(1) The Initial Term shall be a period of five (5) years from the date of
this Agreement, irrespective of any change in NOL's shareholding in
AET post listing.
(2) Notwithstanding the expiry of the Initial Term, NOL shall continue to
grant AET rights of first refusal for any proposed acquisition by NOL
(or its subsidiary) of crude oil tankers or crude oil tanker
businesses upon the terms and conditions of this Agreement, for as
long as NOL is the single largest
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shareholder of AET post listing and is able to control the business
operations of AET.
(III) COVENANTS
(1) The Parties covenant with each other and agree that they will duly
perform and observe their respective obligations in this Agreement.
(2) NOL covenants that as at the date of this Agreement, it and its
subsidiaries have no intention to re-enter the business of crude oil
transportation and further undertakes that any re-entering by NOL or
its subsidiary into the crude oil transportation business will be
subject to this Agreement.
(IV) SUCCESSORS AND ASSIGNS
(1) This Agreement shall bind the Parties and their respective successors
in title and permitted assigns.
(2) Neither Party may assign its rights or novate its rights and
obligations under this Agreement to any other party except with the
prior written consent of the other Party, such consent not to be
unreasonably refused or delayed.
(V) APPLICABLE LAW
This Agreement shall be governed by the construed in accordance with the
laws of Singapore. The Parties hereby irrevocably submit to the non-
exclusive jurisdiction of the Courts of Singapore in all matters arising
under this Agreement. Nothing herein shall be construed to prevent the
Parties from taking action on any matter arising under this Agreement in
any other jurisdiction.
(VI) NOTICES
Any notice or communication under this Agreement shall be in writing and
shall be delivered personally, or by registered post, facsimile
transmission, telex or cable to the addresses as may be designated in
writing by one Party to the other from time to time.
(VII)WAIVERS
Any delay in exercising or omission to exercise any right, power or remedy
available to any Party upon any failure by the other Party to observe or
perform
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any of its obligations under this Agreement shall not impair such right,
power or remedy, or be construed as a waiver thereof, or as acquiescence
in respect of any such failure and shall not affect or impair any right,
power or remedy of that Party in respect of any other or later failure by
the other Party Borrower.
(VII) INVALIDITY OF ANY PROVISION
Each provision contained in this Agreement shall be severable and
distinct from every other such provision and if at any time any one of
the provisions contained herein becomes invalid, illegal or unenforceable
in any respect under the laws of any jurisdiction, neither the validity,
legality and enforceability of the remaining provisions nor the validity,
legality and enforceability of the provisions under the laws of any other
jurisdiction shall in any way be affected or impaired thereby.
AS WITNESS the hands of the respective Parties hereto the day and year first
above written.
Signed By: )
)
)
)
for and on behalf of )
NEPTUNE ORIENT LINES LIMITED )
In the presence of )
Signed By: )
)
)
)
)
for and on behalf of )
AMERICAN EAGLE TANKERS INC. )
LIMITED )
in the presence of, )
