EXHIBIT 10.3
DATED THIS 5th DAY OF JUNE 2001
BETWEEN
NEPTUNE ORIENT LINES LIMITED
AND
AMERICAN EAGLE TANKERS INC. LIMITED
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SHAREHOLDER'S SUPPORT SERVICES AGREEMENT
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SHAREHOLDER'S SUPPORT SERVICES 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 456 Alexandra Road, #06-00 NOL
Building, Singapore 119962 (hereinafter called "NOL") 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 Milner House, 18 Parliament
Street, Hamilton HM 12, Bermuda (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 is currently providing AET with certain administrative and operational
services and has agreed to continue to provide AET with some of such
services post AET listing 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:
(I) SUPPORT SERVICES
(1) Upon receipt by NOL of AET's written request post offering, NOL shall
continue to provide AET with treasury, legal with corporate
secretarial and marine insurance procurement services (the "Support
Services") for a Term as defined hereinbelow at Clause (II).
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(2) The parameters and scope of the Support Services to be provided are set out
in Schedule A annexed hereto and forming an integral part of this Agreement
(the "Service Requirements"). The Service Requirements shall be reviewed by
the Parties on an annual basis for as long as the Term for the Support
Services is current.
(3) If AET has requested the Support Services in the manner prescribed at sub-
clause (1) above, AET shall pay to NOL the agreed sums for the Support
Services as set out in Schedule B annexed hereto and forming an integral
part of this Agreement (the "Cost of Services"). The Cost of Services shall
be reviewed by the Parties on an annual basis for as long as the Tenn for
the Support Services is current.
(4) Nothing in this Agreement shall prevent AET from requesting, and NOL from
granting, such other services other than the Support Services provided
herein as AET may require from time to time on terms to be mutually agreed
between the Parties.
(II) TERM
(1) The Initial Term for the treasury and legal with corporate secretarial
functions forming part of the Support Services shall be a period of six
(6) months from the date of AET's public offering. NOL hereby grants
AET an option to continue with such services for a further period of
six (6) months at the expiry of the Initial Term (the "Option Term")
upon the terms and conditions of this Agreement but without further
cost, irrespective of any change in NOL's shareholding in AET post
listing, such Option to be exercised by way of a written notice to NOL
not later than one (1) month before the expiry of the Initial Term.
(2) The Initial Term for the marine insurance procurement services forming
part of the Support Services shall be a period of twelve (12) months
from the date of AET's public offering, with automatic renewals for
successive twelve (12) month periods upon the terms and conditions of
this Agreement save for any revision in the Cost of Services as
stipulated in Clause I(3) above, irrespective of any change in NOL's
shareholding.
(III) COVENANTS
(1) The Parties covenant with each other and agree that they will duly
perform and observe their respective obligations in this Agreement
and will act in good faith at all times.
(2) NOL covenants that the Support Services to be provided under this
Agreement shall be on performance standards no less favourable that
the current levels of service AET currently enjoys in respect of the
Support Services.
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(3) Service Requirements in respect of legal and corporate secretarial
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functions:
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(a) Negotiation of contracts for AET and its group of companies
including vessel financings, loans, guarantees, corporate and
commercial contracts,
(b) Generally advising on legal aspects of AET's business with
consultation with US and Bermuda counsel,
(c) Administration of AET's SDR program in Singapore with
consultation with Singapore counsel,
(d) Corporate Secretarial functions for AET and its group of
companies, including organizing and recording of AET's Board
Minutes, maintaining an independent register of board members and
minutes of meeting for AET, ensuring compliance with corporate
governance of AET and the NOL group, liaison with Bermuda agents
relating to statutory filings required in Bermuda, acting as
AET's agent for the purpose of maintaining its branch office and
complying with the Singapore statutory requirements and acting as
Company Secretary to all AET's Singapore incorporated
subsidiaries, ensuring regulatory compliance and maintaining
statutory records for such subsidiaries,
(e) Liaison with Singapore based treasury and marine insurance
functions,
(f) Liaison with all external counsels of AET on all matters
including claims, whether by employees, unions or third parties
(excluding insured claims),
(g) Drafting such other legal documents or letters as may from time
to time be required by AET,
(h) All other legal functions currently being offered to AET at the
date of this Agreement.
(4) NO covenants that its marine insurance procurement services shall
include the administration and negotiation of claims (including oil
pollution claims) with cargo claimants, third parties and
underwriters on behalf of AET, and in consultation with AET.
(5) Full particulars of AET's fleet for which the marine insurance
procurement services are to be provided as at the date of this
Agreement are set out in Schedule C, it being agreed that the number
of vessels in the said Schedule and their particulars may be varied,
reduced or increased from time to time, without additional cost
unless otherwise agreed.
(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
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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 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: )
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SCHEDULE A
(1) Service Requirements in respect of treasury functions forming part of the
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Support Services:
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(a) Sourcing and negotiations of new vessel financings and/or working
capital loans,
(b) Administration of all existing vessel financings and/or working capital
loans, including administration of AET payments, loan draw downs and
interest fixings and communications to/from Lenders,
(c) Foreign Currency exchange purchase and negotiations functions, including
swaps and hedging functions,
(d) Treasury functions related to the above,
(e) All other treasury functions currently being offered to AET at the date
of this Agreement.
(2) Service Requirements in respect of marine insurance procurement functions
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forming part of the Support Services:
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(a) Sourcing and negotiation of types, quantum and policies of all forms of
insurance to be provided, and premiums for AET's fleet of vessels,
(b) Sourcing and negotiation with underwriters for the hull and machinery,
war risks and related insurances,
(c) Sourcing and negotiation with P&I clubs for the indemnity insurance and
related insurances,
(d) administration and negotiation of all claims (including oil pollution
claims) with cargo claimants, third parties and underwriters on behalf
of AET,
(e) all marine insurance functions related to the above,
(f) All other marine insurance functions currently being offered to AET at
the date of this Agreement.
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SCHEDULE B
Cost of Support Services in Schedule A in accordance with the terms of the
Agreement shall be US$500,000 per annum.
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SCHEDULE C
Tanker Dead- Tonnage Hull Year Built Ownership interest
weight Type Shipyard
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Eagle Atlanta 107,160 double-hulled 1999 Imabari bareboat charter
(Japan)
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Eagle Anaheim 107,160 double-hulled 1999 Imabari bareboat charter
(Japan)
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Eagle Augusta 105,345 double-hulled 1999 Samsung bareboat charter
(Korea)
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Eagle Albany 107,160 double-hulled 1998 Imabari bareboat charter
(Japan)
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Eagle Austin 105,426 double-hulled 1998 Samsung bareboat charter
(Korea)
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Eagle Charlotte 107,169 double-hulled 1997 Imabari bareboat charter
(Japan)
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Eagle Columbus 107,166 double-hulled 1997 Imabari bareboat charter
(Japan)
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Eagle 99,343 double-hulled 1997 Samsung 100%
Birmingham (Korea)
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Eagle Boston 99,328 double-hulled 1996 Samsung 100%
(Korea)
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Eagle Baltimore 99,405 double-hulled 1996 Samsung 100%
(Korea)
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Eagle Beaumont 99,448 double-hulled 1996 Samsung 100%
(Korea)
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Eagle Otome 95,663 double-hulled 1994 Imabari 65%
(Japan)
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Eagle Subaru 95,675 double-hulled 1994 Imabari 65%
(Japan)
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Eagle Auriga 102,352 double-hulled 1993 Shin 65%
Kurushima
(Japan)
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Eagle Corona 95,634 double-hulled 1993 Imabari 100%
(Japan)
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Eagle Lyra 97,047 double-hulled 1993 Samsung bareboat charter
(Korea)
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Eagle Carina 95,639 double-hulled 1992 Imabari 100%
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(Japan)
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Eagle Centaurus 95,644 double-hulled 1992 Imabari 100%
(Japan)
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Eagle Memphis 104,385 double-sided 1987 Hyundai 100%
(Korea)
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Eagle Milwaukee 104,385 double-sided 1987 Hyundai 100%
(Korea)
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