Exhibit
10.40


 


Ref: AR/NS/pv


 


Date: 6 November 2007


 


Private & Confidential


Aegean Marine Petroleum SA


42 Hatzikiriakou Avenue,


185 38 Piraeus


 


Attention: Mr Dimitris
Melissanidis


 


Dear Dimitri:


 


Following our recent
discussions, we have the pleasure in enclosing, on behalf of ourselves and HSH
Nordbank AG, our formal Offer Letter for a new Credit Facility of US$300m.


We hope that you will find
this acceptable and look forward to receiving your signed acceptance copy by
return. We very much value our relationship with your goodselves and welcome
this opportunity to develop it further.


For sake of good order, we
have also enclosed a letter from HSH Nordbank AG confirming their participation
of US$150m.


Yours faithfully


For THE ROYAL BANK OF SCOTLAND plc


 


 


 


/s/ Alex Rodopoulos


 


Alex Rodopoulos


Senior Director, Greece


 

















 


6 November 2007


 


 


 


STRICTLY PRIVATE &
CONFIDENTIAL


 


 


 


 


Aegean Marine Petroleum S.A.


42 Hatzikiriakou Avenue


185 38 Piraeus


 


Attention : Mr Dimitris Melissanidis


 


 


 


Dear Sirs


 


We
have pleasure in confirming that The Royal Bank of Scotland plc, as “Agent Bank”, on behalf of The Royal Bank of Scotland plc and
HSH Nordbank AG (the “Banks”) is
prepared to offer a Credit Facility to the Borrower subject to the terms and
conditions outlined in this letter and in the Summary of Terms and Conditions (“Summary of Terms”) attached as an Appendix hereto (which
Summary of Terms shall be read together with and form an integral part of this
letter).


This
offer is subject to there being no facts, events or circumstances, now existing
or hereafter arising, which come to our attention and which, in our good faith
determination, materially adversely affects the Borrower’s or any of the
Security Parties’ business, assets, financial condition, operations or
prospects, in which event the Bank reserves the right to terminate this offer.


Terms
defined in the Summary of Terms shall have the same meaning when used in this
letter.


 

















 


If
the terms of this offer are acceptable, please sign the acceptance on the
enclosed copy of this letter and return it to the Bank.


This
offer will remain open for acceptance until 15 November 2007; if no acceptance
is received by that date, the offer shall be automatically cancelled and no
longer available for acceptance.


Yours faithfully


 


 


For THE ROYAL BANK OF SCOTLAND plc


 


 


 


 


	
  /s/ Nick Smith

  	
   

  	
  /s/ Fotis Bratimos

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Nick Smith

  Ship Finance Director

  	
   

  	
  Fotis Bratimos

  Senior Director, Ship Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


We hereby accept the terms and conditions of
the above offer.


 


	
  For

  	
   

  	
  Aegean Marine Petroleum
  S.A.

  	
   

  	
  Name

  	
   

  	
  Dimitris Melisanidis

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  E. Nikolas Tavlarios

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed

  	
   

  	
  /s/ Dimitris Melisanidis

  	
   

  	
  Position

  	
   

  	
  Head of Corporate
  Development

  
	
   

  	
   

  	
  /s/ Nikolas Tavlarios

  	
   

  	
   

  	
   

  	
  President of AMNI
  Guarantor

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
  November 6, 2007

  	
   

  	
   

  	
   

  	
   

  



 



















 


 


APPENDIX TO OFFER LETTER DATED 6 NOVEMBER 2007 ADDRESSED TO

AEGEAN MARINE PETROLEUM S.A.

SUMMARY OF TERMS AND CONDITIONS FOR A CREDIT LINE
FACILITY OF US$300,000,000





 


	
  Borrower:

  	
   

  	
  Aegean Marine Petroleum
  S.A.

  
	
  Agent Bank:

  	
   

  	
  The Royal Bank of Scotland
  plc

  
	
   

  	
   

  	
   

  
	
  Issuing Bank:

  	
   

  	
  The Royal Bank of Scotland
  plc

  
	
   

  	
   

  	
   

  
	
  Lender:

  	
   

  	
  The Royal Bank of Scotland
  plc and HSH Nordbank AG

  
	
   

  	
   

  	
   

  
	
  Type of Facility:

  	
   

  	
  A Credit Facility
  comprising of a Letter of Guarantee and/or Letter of Credit line and an
  Overdraft Facility (together herein called the “Facility”).

  
	
   

  	
   

  	
   

  
	
  Purpose:

  	
   

  	
  The Facility to be
  utilised as follows:

  
	
   

  	
   

  	
  (i)

  	
   

  	
  up to US$200,000,000 to
  provide a Letter of Guarantee and/or Letter of Credit line (the “LG/LC Line”) for the needs of the AMPNI Guarantor and/or
  its subsidiaries (the “Aegean Group”);

  
	
   

  	
   

  	
  and

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
   

  	
  up to US$100,000,000 to
  provide a revolving overdraft facility (the “Overdraft”)
  to be utilised for working capital purposes of the Borrower.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Borrower has the
  option to use the total limit of US$300,000,000 for the issuance of Letters
  of Guarantees and/or Letters of Credits. The Overdraft limit of maximum
  US$100,000,000 will be adjusted downwards accordingly. The Overdraft will run
  in a bank account of the Borrower with the Agent Bank in Piraeus.

  
	
   

  	
   

  	
   

  
	
  Amount:

  	
   

  	
  Up to US$300,000,000
  (United States Dollars Three Hundred Million),

  
	
   

  	
   

  	
   

  
	
  Term:

  	
   

  	
  The Facility, to be
  available for a period of up to 1 year from the date of signing of the
  Facility Agreement which is to be not later than 31 December 2007.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Drawdown / Availability

  	
   

  	
  (i)

  	
   

  	
  Any Letters of Guarantee
  and/or Letters of Credit will be issued at Borrower’s first request under the
  LG/LC Line in a form acceptable to the Lender. Tenor of the Letter(s) of
  Guarantee and/or Letter(s) of Credit will not exceed the maturity date of the
  Facility, unless agreed by the Lender in its sole discretion.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
   

  	
  As the Overdraft is a
  working capital facility, we expect to see fluctuating balances on the
  account.

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
  Interest Margin:

  	
   

  	
  Interest on the Overdraft
  is to be charged on the amount of the daily balance from time to time at a
  rate of 1.25% p.a. over weekly LIBOR payable on a quarterly basis. i.e.
  20/12, 20/3, 20/6, 20/9 of each year and on the maturity date of the
  Facility.

  
	
   

  	
   

  	
   

  
	
  Letters of Guarantee/Letter of
  Credit Commission:

  	
   

  	
  Any Letter of Credit
  issued under the LG/LC Line is to be charged at the following rates, payable
  monthly in arrears (at month-end) or cancellation whichever is the earlier:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Standby LCs

  - transaction related 0.625% p.a.

  - direct credit substitutes 1.25% p.a.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Documentary LCs – 0.25% p.a.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Letters of Guarantee – 0.625%
  p.a.

  
	
   

  	
   

  	
   

  
	
  Arrangement Fee:

  	
   

  	
  US$450,000 payable upon
  the date of signing of the Facility Agreement, latest 31 December 2007.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A proportionate adjustment
  will be made to the aforementioned fee representing that portion already
  accrued and paid in respect of the Borrower’s existing US$183,400,000
  facility for the unutilised period thereafter.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A flat fee of US$500 will
  be paid to the Issuing Bank upon the issuance of any Letter or Credit and
  Letter of Guarantee.

  
	
   

  	
   

  	
   

  
	
  Administration Fee:

  	
   

  	
  US$50,000 payable annually
  to the Agent Bank.

  
	
   

  	
   

  	
   

  
	
  Commitment commission:

  	
   

  	
  0.25% p.a. (calculated on
  a 360 day year basis) shall accrue on the amount of the undrawn/unutilised
  available limit of the Facility from the date of signing the Facility
  Agreement and will be payable quarterly in arrears and on the maturity date
  of the Facility.

  
	
   

  	
   

  	
   

  
	
  Repayments:

  	
   

  	
  Upon the maturity date of
  the Facility, any outstanding amounts under the Overdraft will be repaid in
  full and the available limit under the LG/LC Line will be reduced to nil. If
  the Lender has agreed, at its sole discretion, to issue any Letters of
  Guarantee and/or Letters of Credit exceeding the final date of the Facility,
  the Lender will immediately require full cash cover for the amount of the
  Letters of Guarantee and/or Letters of Credit outstanding.

  
	
   

  	
   

  	
   

  
	
  Operating Account:

  	
   

  	
  To be held and to be
  charged to the Royal Bank of Scotland plc.

  
	
   

  	
   

  	
   

  
	
  Security

  	
   

  	
  All of the following
  security is to be fully cross-collateralised, to include, but not limited to
  the following:

  
	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
  ·

  	
   

  	
  Upstream corporate
  guarantees from the single purpose shipowning companies (the “Existing Guarantors”) of the following tankers
  collateralised by first priority mortgages and assignments of earnings,
  insurances and requisition compensation:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  m/t “Aegean X”, a 1982
  built double-hull tanker of 6,500 dwt

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  m/t “Aegean Rose”, a
  1978/rebuilt 1988 double-hull tanker of 4,935 dwt

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  m/t “Aegean Daisy”. a
  1978/rebuilt 1988 double-hull tanker of 4,935 dwt

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  m/t “Aegean Tulip”, a 1993
  built double-hull tanker of 4,853 dwt

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  m/t “Aegean Breeze”, a
  2004 built double-hull tanker of 2,747 dwt

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  m/t “Aegean Tiffany”, a
  2004 built double-hull tanker of 2,747 dwt

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  m/t “Aegean Pride 1”, a
  1982 double-hull tanker of 11,523 dwt

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  m/t “Aegean XI”, a 1984
  double-hull tanker of 11,050 dwt

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  m/t “Aegean Force”, a 1980
  double-hull tanker of 6,679 dwt

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  m/t “Fos”, a 1981
  double-hull tanker of 67,980 dwt

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  m/t “Aegean Princess”, a
  1991/rebuilt 2002 double-hull tanker of 6,828 dwt

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  m/t “Ouranos”, a 1983
  built double-hull tanker of 67,980 dwt

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  m/t “Leader”, a 1985 built
  double-hull tanker of 83,890 dwt

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (the “Existing
  Vessels” and individually an “Existing Vessel”).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  Upstream corporate
  guarantees including a negative pledge (not to mortgage elsewhere or dispose
  of without the consent of the Lender), and an undertaking to provide a first
  priority mortgage at the Lender’s first request, from each shipowning company
  (the “Supplemental Guarantors”) of the
  following tankers:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  m/t “Aegean VII”, a 1984
  built single-hull tanker of 3,728 dwt

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  m/t “Aegean IX”, a 1976
  built single-hull tanker of 7,216 dwt

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  m/t “Aegean Flower”, a
  2002 built double-hull tanker of 6,500 dwt

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (the “Supplemental
  Vessels” and individually a “Supplemental Vessel”).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  Assignments of earnings,
  insurances and requisition compensation in respect of the Supplemental
  Vessels.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  Corporate guarantee from
  Aegean Marine Petroleum Network Inc. 

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  (the “AMPNI
  Guarantor”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (the Existing Vessels and
  the Supplemental Vessels, all together the “Ships”
  and each a “Ship” - the Existing Guarantors,
  the Supplemental Guarantors and the AMPN1 Guarantor, all together the “Guarantors” and each a “Guarantor”).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  General assignment of
  trade receivables of the Aegean Group to be paid into the Operating Account.
  Trade receivables to have a maximum payment tenor of 60 days (dependent upon
  type) and to be acceptable to the Lender in all respects. No more than 5% of
  assigned receivables shall be due from any one customer (other than the US
  Navy).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  Charge over the operating
  account of the Borrower.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  Sale of Ships to be
  subject to (i) no default and (ii) security cover test being and remaining
  satisfied through any necessary prepayment and/or additional security.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expenses:

  	
   

  	
  All costs and
  out-of-pocket expenses (including legal expenses) incurred by the Lender in
  connection with the negotiation, preparation and documentation of the
  facility shall be for the account of the Borrower.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Documentation:

  	
   

  	
  The Facility will be
  documented by way of a Facility Agreement and other security documentation to
  include the Lender’s standard terms for this type of facility comprising,
  inter alia, conditions precedent, representations and warranties,
  undertakings, events of default and covenants, as well as those specific to
  IPO companies, including but not limited to the following:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  Acceptable flag, class and
  insurances including maximum P&I cover for pollution risks of the Ships.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  Mortgagees Interest
  Insurance for not less than 100%, at all times, of the market value of all
  security Ships, at the cost of the Borrower.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  Mortgagees Additional
  Perils Pollution Insurance for 100%, at all times, of the market value of all
  security Ships, at the cost of the Borrower.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  Indemnification from the
  Borrower against the consequences of a pollution incident.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  Ships to be managed by
  Aegean Bunkering Services Inc. and no change of management without the
  consent of the Lender.

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  Evidence of the light
  tonnage of each Ship.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  The AMPNI Guarantor will
  maintain its listing on the New York Stock Exchange.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  The following financial
  covenants will be complied with at all times and tested on the consolidated
  unaudited financial statements of the AMPNI Guarantor on a semi-annual basis:

  
	
   

  	
   

  	
   

  	
   

  	
  (i)

  	
   

  	
  Net Worth will not be less
  than US$175,000,000.

  
	
   

  	
   

  	
   

  	
   

  	
  (ii)

  	
   

  	
  Total Liabilities
  (excluding all equity items) to Total Assets will not be more than 65%.

  
	
   

  	
   

  	
   

  	
   

  	
  (iii)

  	
   

  	
  Free Liquidity (including
  available undrawn overdraft facilities) will be at least US$25,000,000 — to
  be held with Royal Bank of Scotland plc. at all times and tested monthly.
  Average daily Free Liquidity of minimum US$10,000,000 to be checked weekly.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  The AMPNI Guarantor will
  provide unaudited financial statements on a semi-annual basis and audited
  financial statements on an annual basis and any such other management
  information as may be reasonably required including copies of all documents
  required to be filed with the SEC or delivered pursuant to the
  Sarbannes-Oxley Act.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  Minimum security cover of
  120% at all times on the sum of (i) all outstandings under the Overdraft
  (including any undrawn portion utilised in order to meet the Free Liquidity
  covenant above) and (ii) the utilised LG/LC Line (together, the “Actual Exposure”). The security calculation will include
  (a) the value of the Existing Vessels mortgaged to the Lender and (b) the
  value of the Supplemental Vessels (all valued at the prevailing market scrap
  rate except for m/t “Aegean Flower”). The value of any Ship will be
  determined by an independent shipbroker acceptable to the Lender. To the
  extent the Actual Exposure exceeds the security cover it will be necessary
  for assigned trade receivables to be not less than 125% of such excess. The
  security cover requirement will be tested at quarterly intervals and at such
  other times as the Lender may require.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  At the Lender’s sole
  discretion, it will permit the Borrower (subject to 2 business days’ notice
  to the Lender) to issue any Letter of Credit and/or Letter of Guarantee,
  under the facility, in Euro or any other currency (other than US Dollars)
  acceptable to the Lender (“Optional Currency”).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  If any Letter of Credit
  and/or Letter of Guarantee issued under the Facility is denominated in an
  Optional Currency, the exposure of this Letter of Credit and/or Letter of
  Guarantee shall be calculated as being 110% of the equivalent US Dollar
  amount.

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  Any newbuilding or
  second-hand vessels (together the “Additional Tonnage”)
  acquired by the Aegean Group (other than the Ships) may be used to secure
  additional third party debt, provided that the Borrower is compliant with all
  corporate and financial covenants and terms of the Facility. However, the
  Borrower / AMPNI Guarantor will have the option to pledge the Additional
  Tonnage as additional security against this Facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  Dimitris Melissanidis to
  own / control 32% or more of the shares in the AMPNI Guarantor, with the
  Lender reserving its rights to negotiate terms in the case a majority
  shareholding is acquired by another shareholder.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  The AMPNI Guarantor to
  have direct control of Borrower / each Guarantor and own either directly or
  indirectly 100% of their share capital.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  No change of business of
  the Borrower or the Aegean Group.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  Legal opinions
  satisfactory to the Lender.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  The Borrower shall provide
  to the Lender such documentation and confirmations as may be required by the
  Lender to comply with applicable law and regulations and its own internal
  guidelines in relation to the opening of accounts and the identification of
  its customers.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  The Borrower / AMPNI
  Guarantor shall undertake to keep the Lender fully informed regarding actual
  or proposed purchases at the earliest possible opportunity and, in any event,
  at regular intervals of not more than three months.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  The Borrower shall
  additionally compensate the Lender for any cost to the Lender incurred in
  complying with regulations howsoever imposed from time to time in relation to
  the making or maintaining of the Facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  The Lender to have right
  of first refusal to underwrite any increase of the Facility which may be
  required by the Borrower.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  If any Letter of Guarantee
  / Letter of Credit is called upon and not settled by the Borrower immediately
  from available drawdowns on this Facility or own funds, then this will be an
  event of default and the Facility will be withdrawn in full.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  Dividends will only be
  payable if there is no breach of covenants or event of default under the
  Facility and if the security cover test is and 

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  will
  remain satisfied following the payment of any dividend.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  As
  the Overdraft facility is a working capital facility we expect to see
  fluctuating balances on the account, except the portion for the acquisition
  of assets (vessels or shares).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  This
  new facility will replace the existing US$183,400,000 Facility Agreement
  dated 19 December 2006 as amended including up to US$45,000,000
  additional funds availed, which will then terminate except as to its term
  loan portion for the finance of the five newbuildings.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  In
  the event that the implementation of the matters set out in the proposals for
  international convergence of capital measurement and capital standards
  published by the Basle Committee on Banking Regulations and Supervisory
  Practices in July 1988 (the “Basle Accord”) gives rise to a change in the
  Risk Asset Weighting of the Lender’s treatment of the facility then the
  amount of any reduction in the Lender’s rate of return from the facility will
  be payable by the Borrower. The Lender shall consult with the Borrower in
  relation to the effect of the implementation of the Basle Accord on the risk
  asset weighting of the Lender’s participation in the transaction.

  
	
   

  	
   

  	
   

  
	
  Signing
  of Facility Agreement

  	
   

  	
  The
  Facility Agreement is to be executed on or before 31 December 2007 failing
  which the offer will lapse notwithstanding its acceptance.

  
	
   

  	
   

  	
   

  
	
  Confidentiality:

  	
   

  	
  The
  information contained in the offer letter and this Summary of Terms is
  confidential and supplied to you on the understanding that you will not
  disclose the offer letter and this Summary of Terms or any of their contents
  to any third party, other than (i) as required by applicable law or
  regulation or (ii) disclosure to your professional advisors or affiliated
  companies on terms that such professional advisors or affiliated companies
  agree to maintain confidentiality on the terms of this paragraph.

  
	
   

  	
   

  	
   

  
	
  Governing
  Law of Offer Letter, Summary of Terms and loan and security documents:

  	
   

  	
  English
  Law (except to the extent any security requires otherwise).