Exhibit 10.5


 


OPTION
AGREEMENT, DATED MARCH 31, 2005, BY


AND
BETWEEN AEGEAN BUNKERING SERVICES


INC. AND
FUJIAN SOUTHEAST SHIPYARD, AS


AMENDED


 





















 


OPTION
AGREEMENT


 


This OPTION AGREEMENT (“Agreement”) is made on the 31st
day of March 2005 by and between:


 


Aegean Bunkering Services Inc. a corporation organized
and existing under the Laws of Greece, having its registered office at 42,
Hadjikyriakou Avenue, Piraeus 185 38-Greece or its nominee, (hereinafter called
the “BUYER”); and 


 


Fujian Southeast Shipyard, a corporation organized and
existing under the Laws of the People’s Republic of China, having its
registered office at 7# Jianshe Road, Economic Technical Development Zone of
Fuzhou, Fujian Province, China, and 


 


Fujian Shipbuilding
Industry Group Corporation, a corporation organized and existing under the Laws
of the People’s Republic of China, having its registered office at 27 Qunzhong
Road, Fuzhou, Fujian Province, China (hereinafter collectively called the “SELLER”).


 


In consideration of ten
Shipbuilding Contracts, each dated 6th of Feb 2005, each as
respectively amended by virtue of Addendum No.1 dated 31st March 2005
and entered into between the BUYER and the SELLER for ten (10) firm Oil Product
Tankers of 3800DWT, (having Hull Numbers DN-3500-1, DN-3500-2, DN-3500-3, DN-3500-4,
DN-3500-5, DN-3500-6, DN-3500-7, DN-3500-8, DN-3500-9, DN-3500-10) and the
payment of USD 1 by the BUYER to the SELLER and other good valuable
consideration, the parties hereto agree five optional vessels as follows:


 


1.              Specification


 


The vessels will be built
by the Seller based on the contract specification and any amendments thereto in
respect of the 3800dwt Product Oil Tankers as agreed by virtue of the
Shipbuilding Contracts as amended.


 


2.              Price


 


United States Dollars Six
Millions Nine Hundred Fifty Thousand only (USD 6,950,000) for each vessel.


 


Quantity


Five (5) Vessels


 





















 


Option Date


 


The BUYER shall exercise
its right and declare the option to purchase the optional vessels by sending a fax
to the SELLER (to the fax number referred to in Article 17 of each
Contract) on or before the launching of the first of the ten firm product oil
tankers of 3800dwt (being DN-3500-1). The SELLER and the BUYER undertake to
sign a New Buildings Contract for each optional vessel (substantially on the
same terms as each Contract) within thirty (30) days from the date on which
notice of the exercise of the option is given to the SELLER.


 


5.              Terms
of payment


 


The Contract Price for
each optional vessel shall he paid in the following way:


5% upon effectiveness of
the contract


5% with 6 months after
effectiveness of the contract


15% upon steel-cutting


15% upon keel-laying


15% upon launching


45% upon delivery


 


6.              Refund
Guarantee


 


The Seller shall provide
the Buyer with a separate Letter of Guarantee for each of the 1st, 2nd,
3rd and the 4th installments payable under each
Shipbuilding Contract issued by the Seller’s bank (being a bank acceptable to
the BUYER in its discretion) securing the Seller’s obligation for refunding to
the Buyer all installments received by the Seller through the Seller’s bank, if
and when any such installments shall become refundable to the Buyer in
accordance with the terms of the Shipbuilding Contract.


 


7.              Time
of Delivery


 


1# vessel
will be delivered July 31, 2008


2# and 3# vessel will be
delivered November 30, 2008


4# and 5# vessel will be
delivered April 30, 2009


 


8.              Place
of Delivery


Fujian
Southeast shipyard, Fujian, China.


 


Contract
Terms and Conditions


 





















 


Form and
substance of the Shipbuilding Contract of the Options shall be the same as
those agreed for the Firm Vessel with logical amendments.


 


10.          Governing Law


 


This Agreement
shall be governed by, and construed in accordance with English Law. Any dispute
under this Agreement shall be referred to arbitration in London and the
provisions of Article 13 of each Contract shall apply (mutatis mutandis)
to this Agreement.


 


11.          The Option Agreement dated 6th
February 2005 and entered into between the parties hereto is hereby
cancelled and replaced by this Agreement.


 


IN WITNESS
WHEREOF, the parties hereto have caused this Contract to be duly executed on
the day and year first above written.


 


	
   

  	
  [SEAL]

  
	
  For and on behalf of

  	
  For and on behalf of

  
	
  Aegean Bunkering
  Services Inc.

  	
  Fujan Southeast
  Shipyard

  
	
   

  	
   

  
	
     /s/
  [ILLEGIBLE]

  	
   

  	
      /s/
  [ILLEGIBLE]

  	
   

  
	
  Name:

  	
  [ILLEGIBLE]

  	
   

  	
  Name:

  	
  [ILLEGIBLE]

  	
   

  
	
  Title:

  	
  President/Director

  	
   

  	
  Title

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
  For and on behalf of

  
	
   

  	
  Fujian Shipbuilding
  Industry

  
	
   

  	
  Group Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ LIN FEN FEI

  	
   

  	
   

  
	
   

  	
  Name:

  	
  LIN FEN FEI

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Deputy General Manager

  	
   

  
								



 





















 


Addendum No.1


 


to OPTION AGREEMENT


 


With reference to the OPTION AGREEMENT dated 31st March 2005
by and between


 


Aegean Bunkering Services Inc. a corporation organized and existing
under the Laws of Greece, having its registered office at 42, Hadjikyriakou
Avenue, Piraeus 18538, Greece or its nominee, (hereinafter called the “BUYER”):
and


 


Fujian Southeast Shipyard, a corporation organized and existing under
the Laws of the People’s Republic of China, having its registered office at 7#
Jianse Road, Economic Technical Development Zone of Fuzhou, Fujian Province the
People’s Republic of China, and


Fujian Shipbuilding Industry Group Corporation, a
corporation organized and existing under the Laws of the People’s Republic of
China, having its registered office at 27 Qunzhong Road Fuzhou Fujian, the
People’s Republic of China on the other part (hereinafter collectively called
the “SELLER”).


 


In consideration of ten Shipbuilding Contracts each dated 6th
of Febraury 2005 each as respectively amended by virtue of the Addenda No.1
dated 31st March 2005 and the Addenda No.2 dated 27th
of April 2005, and the Addenda No.3 dated 27th of May 2005 and
entered between the SELLER and the respective ten (10) buying Companies which
were nominated by the BUYER for ten (10) 3,800 DWT Product Tankers (having the SELLER's
Hull Nos. DN-3500-1, DN-3500-2, DN-3500-3, DN-3500-4, DN-3500-5, DN-3500-6,
DN-3500-7, DN-3500-8, DN-3500-9, and DN-3500-10) and the payment of USD 1 by
the BUYER to the SELLER and other good and valuable consideration, the receipt
and adequacy whereof is hereby acknowedged by the SELLER hereto agree the
following


 


The delivery time of each of the five (5) Optional Vessels will be one
month later than the date stipulated in the OPTION AGREEMENT Expressly the
deliveries of the Optional Vessels will be as follows


 


•              1st
Optional Vessel will be delivered August 31st 2008


•              2nd
and 3rd Optional Vessels will be delivered December 31st
2008


•              4th
and 5th Optional Vessels will be delivered May 31st 2005


 


All other terms and
conditions of the above-mentioned OPTION AGREEMENT shall remain full in force
and unaltered.


 


If there is any discrepancy
between the OPTION AGREEMENT and this Addendum, this Addendum will prevail.


 





















 


IN WITNESS WHEREOF, the BUYER and the SELLER have caused this Addendum
No 1 to be duly executed in this 27th day of May 2005.


 


	
  [SEAL]

  	
  [SEAL]

  



 


	
  For and on behalf of

  	
  For and on behalf of

  



 


	
     /s/ [ILLEGIBLE]

  	
   

  	
     /s/ [ILLEGIBLE]

  	
   

  
	
  Aegean Bunkering Services Inc.

  	
  Fujian Southeast Shipyard

  
	
   

  	
   

  
	
   

  	
   

  
	
  For and on behalf of

  	
   

  
	
   

  	
   

  
	
     /s/ [ILLEGIBLE]

  	
   

  	
   

  
	
  Fujian Shipbuilding Industry Group Corporation