Private
      & ConfidentialFACILITY AGREEMENT
              for
      an Overdraft Facility of up to
              US$20,000,000
              to
              MILOS
      I MARITIME INC.
              BALDWIN
      MANAGEMENT CO.
              and
              VERA
      NAVIGATION S.A.
              
              provided
      by
              PIRAEUS
      BANK A.E.













THIS AGREEMENT is
dated 11 March 2008 and made BETWEEN:




(1)
            MILOS I MARITIME INC.,
      BALDWIN MANAGEMENT CO.and VERA
      NAVIGATION S.A.as joint and several Borrowers;
  and




(2)
            PIRAEUS BANK A.E. as
      Bank.




IT IS AGREED as
follows:




1
            Purpose
      and definitions




1.1
            Purpose




This
Agreement sets out the terms and conditions upon and subject to which the Bank
agrees to make available to the Borrowers jointly and severally a revolving
overdraft facility of up to Twenty million Dollars ($20,000,000) to be used for
the purpose of assisting the Borrowers to finance the working capital needs of
the Borrowers and/or any other members of the Group.




1.2
            Definitions




In this
Agreement, unless the context otherwise requires:




"Accounts" means, together, the
Hope Operating Account, the Sara Operating Account, the Vera Operating Account
and the Overdraft Account and:




(a)
            in
      relation toHope,
      it means the Hope Operating
Account;




(b)
            in
      relation to Sara,
      it means the Sara Operating Account;
or




(c)
            in
      relation to Vera,
      it means the Vera Operating
Account,




and
"Account" means any of
them;




"Aegean Bunkering Guarantee"
means the corporate guarantee executed or (as the context may require) to be
executed by the Aegean Bunkering Guarantor in favour of the Bank in the form set
out in schedule 7;




"Aegean Bunkering Guarantor"
means Aegean Bunkering Services Inc. of Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro, Marshall Island MH96960 and includes its successors in
title;




"AMPNI Guarantee" means the
corporate guarantee executed or (as the context may require) to be executed by
the AMPNI Guarantor in favour of the Bank in the form set out in schedule
6;




"AMPNI Guarantor" means Aegean
Marine Petroleum Network Inc. of Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro, Marshall Island MH96960 and includes its successors in
title;




"Applicable Accounting
Principles" means the most recent and up-to-date US GAAP at any relevant
time;




"Assignee" has the meaning
ascribed thereto in clause 15.3;




"Available Amount" means, at
any relevant time, the Facility Amount minus the Overdraft at that
time;




"Bank" means Piraeus Bank A.E.
whose registered office is at 4 Amerikis, 105 64 Athens, Greece acting for the
purposes of this Agreement through its branch at 47-49 Akti Miaouli, Piraeus 185
36, Greece (or of such other address as may last have been notified to the
Borrowers pursuant to clause 15.6) and
includes its successors in title, Assignees and/or Transferees;






1




"Banking Day" means a day on
which dealings in deposits in Dollars are carried on in the London Interbank
Eurocurrency Market and (other than Saturday or Sunday) on which banks are open
for business in London, Piraeus and New York City (or any other relevant place
of payment under clause 6);




"Borrowed Money" means
Indebtedness incurred in respect of (i) money borrowed or raised and debit
balances at banks, (ii) any bond, note, loan stock, debenture or similar debt
instrument, (iii) acceptance or documentary credit facilities, (iv) receivables
sold or discounted (otherwise than on a non-recourse basis), (v) deferred
payments for assets or services acquired, (vi) leases and hire purchase
contracts, (vii) swaps, forward exchange contracts, futures and other
derivatives, (viii) any other transaction (including without limitation forward
sale or purchase agreements) having the commercial effect of a borrowing or
raising of money or of any of (ii) to (vii) above and (ix) guarantees in respect
of Indebtedness of any person falling within any of (i) to (vii)
above;




"Borrower" means:




(a)
            in
      relation to Hope,
      the Hope Borrower;




(b)
            in
      relation to Sara,
      the Sara Borrower; or




(c)
            in
      relation to Vera,
      the Vera Borrower,




and
"Borrowers" means any or
all of them;




"Borrowers' Security Documents"
means, at any relevant time, such of the Security Documents as shall have been
executed by the Borrowers or any of them at such time;




"Classification" means, in
relation to a Ship, the highest classification for a vessel of the same type as
the relevant Ship with the relevant Classification Society or such other
classification as the Bank shall, at the request of a Borrower, have agreed in
writing shall be treated as the Classification in relation to such Borrower's
Ship for the purposes of the Security Documents;




"Classification Society" means,
in relation to each Ship, such classification society (being a member of the
International Association of Classification Societies (IACS)) which the Bank
shall, at the request of a Borrower, have agreed in writing shall be treated as
the Classification Society in relation to such Borrower's Ship for the purposes
of the Security Documents;




"Code" means the International
Management Code for the Safe Operation of Ships and for Pollution Prevention
constituted pursuant to Resolution A.741(18) of the International Maritime
Organization and incorporated into the International Convention for the Safety
of Life at Sea 1974 (as amended) and includes any amendments or extensions
thereto and any regulation issued pursuant thereto;




"Compulsory Acquisition" means
requisition for title or other compulsory acquisition, requisition,
appropriation, expropriation, deprivation, forfeiture or confiscation for any
reason of a Ship by any Government Entity or other competent authority, whether
de jure or de facto, but shall exclude requisition for use or hire not involving
requisition of title;




"Corporate Guarantees" means,
the AMPNI Guarantee and the Aegean Bunkering Guarantee and "Corporate Guarantee" means
either of them;




"Corporate Guarantors" means,
together, the Aegean Bunkering Guarantor and the AMPNI Guarantor and "Corporate Guarantor" means
either of them;






2




"Deed of Covenant" means the
first priority deed of covenant collateral to the Sara Mortgage executed or (as
the context may require) to be executed by the Sara Borrower in favour of the
Bank in the form set out in schedule 3;




"Default" means any Event of
Default or any event or circumstance which with the giving of notice or lapse of
time or the satisfaction of any other condition (or any combination thereof)
would constitute an Event of Default;




"DOC" means a document of
compliance issued to an Operator in accordance with rule 13 of the
Code;




"Dollars" and "$" mean the lawful currency of
the United States of America and in respect of all payments to be made under any
of the Security Documents mean funds which are for same day settlement in the
New York Clearing House Interbank Payments System (or such other U.S. dollar
funds as may at the relevant time be customary for the settlement of
international banking transactions denominated in U.S. dollars);




"Drawdown Dates" means the
dates upon which drawings in respect of the Overdraft are actually advanced to
the Borrowers hereunder and "Drawdown Date" means any of
them;




"Encumbrance" means any
mortgage, charge (whether fixed or floating), pledge, lien, hypothecation,
assignment, trust arrangement or security interest or other encumbrance of any
kind securing any obligation of any person or any type of preferential
arrangement (including without limitation title transfer and/or retention
arrangements having a similar effect);




"Environmental Affiliate" means
any agent or employee of any Borrower or any other Relevant Party or any person
having a contractual relationship with any Borrower or any other Relevant Party
in connection with any Relevant Ship or its operation or the carriage of cargo
and/or passengers thereon and/or the provision of goods and/or services on or
from any Relevant Ship;




"Environmental Approval" means
any consent, authorisation, licence or approval of any governmental or public
body or authorities or courts applicable to any Relevant Ship or its operation
or the carriage of cargo and/or passengers thereon and/or the provision of goods
and/or services on or from any Relevant Ship required under any Environmental
Law;




"Environmental Claim" means any
and all enforcement, clean-up, removal or other governmental or regulatory
actions or orders instituted or completed pursuant to any Environmental Law or
any Environmental Approval together with claims made by any third party relating
to damage, contribution, loss or injury, resulting from any actual or threatened
emission, spill, release or discharge of a Material of Environmental Concern
from any Relevant Ship;




"Environmental Laws" means all
national, international and state laws, rules, regulations, treaties and
conventions applicable to any Relevant Ship pertaining to the pollution or
protection of human health or the environment including, without limitation, the
carriage of Materials of Environmental Concern and actual or threatened
emissions, spills, releases or discharges of Materials of Environmental
Concern;




"Event of Default" means any of
the events or circumstances described in clause 10.1;




"Facility" means the revolving
overdraft facility made available by the Bank to the Borrowers pursuant to this
Agreement;




"Facility Amount" means an
amount of up to Twenty million Dollars ($20,000,000) or such other lower amount
as the Bank may in its sole discretion determine and notify to the Borrowers in
accordance with clause 2.6;




"Flag State"
means:




(a)
            in
      relation to Sara,
      the Republic of Malta; or






3




(b)
            in
      relation to each of Hope and Vera, the Republic of
      Liberia,




or, in
each such case, such other state or territory designated in writing by the Bank,
at the request of a Borrower, as being the Flag State of such Borrower's Ship
for the purposes of the Security Documents;




"General Assignment"
means:




(a)
            in
      relation to Hope,
      the Hope General Assignment; or




(b)
            in
      relation to Vera,
      the Vera General Assignment,




and
"General Assignments"
means either or both of them;




"Government Entity" means and
includes (whether having a distinct legal personality or not) any national or
local government authority, board, commission, department, division, organ,
instrumentality, court or agency and any association, organisation or
institution of which any of the foregoing is a member or to whose jurisdiction
any of the foregoing is subject or in whose activities any of the foregoing is a
participant;




"Group" means, together, the
AMPNI Guarantor and its Subsidiaries from time to time (including, for the
avoidance of doubt, the Aegean Bunkering Guarantor and each Borrower) and "member of the Group" shall be
construed accordingly;




"Hope"
means the motor vessel Hope, a 1980-built,
(approximately) 11,910 dwt motor oil tanker registered under the name and in the
ownership of the Hope Borrower under the laws and flag of the relevant Flag
State with IMO Number 8014186;




"Hope Borrower" means Milos I
Maritime Inc. of Trust Company Complex, Ajeltake Road, Ajeltake Island P.O. Box
1405, Majuro, Marshall Islands and includes its successors in
title;




"Hope General Assignment" means
the first priority general assignment collateral to the Hope Mortgage executed
or (as the context may require) to be executed by the Hope Borrower in favour of
the Bank in the form set out in schedule 5;




"Hope Management Agreement" means
the management agreement dated 24 August 2007 made between the Hope Borrower and
the Manager or any other agreement previously approved in writing by the Bank
between the Hope Borrower and the Manager, providing for the Manager to manage
Hope;




"Hope Manager's Undertaking" means
the undertaking and assignment in respect of Hopeexecuted or (as the
context may require) to be executed by the Manager in favour of the Bank in the
form set out in schedule 8;




"Hope Mortgage" means the first
preferred Liberian mortgage over Hopeexecuted or (as the
context may require) to be executed by the Hope Borrower in favour of the Bank
in the form set out in schedule 4;




"Hope Operating Account" means the
interest bearing Dollar account of the Hope Borrower opened by the Hope Borrower
with the Bank with account number 5104-035767-582 and includes any sub-accounts
thereof and any other account designated in writing by the Bank to be the Hope
Operating Account for the purposes of this Agreement;




"Hope Operating Account Pledge"
means a first priority pledge executed or (as the context may require) to be
executed by the Hope Borrower in favour of the Bank in respect of the Hope
Operating Account in such form as the Bank may in its sole discretion
require;




"Indebtedness" means any
obligation for the payment or repayment of money, whether as principal or as
surety and whether present or future, actual or contingent;






4




"ISPS Code" means the
International Ship and Port Facility Security Code constituted pursuant to
resolution A.924(22) of the International Maritime Organization now set out in
Chapter XI-2 of the International Convention for the Safety of Life at Sea 1974
(as amended) as adopted by a Diplomatic Conference of the International Maritime
Organisation on Maritime Security in December 2002 and includes any amendments
or extensions thereto and any regulation issued pursuant thereto;




"ISSC" means, in relation to
any Ship, an International Ship Security Certificate issued in respect of such
Ship pursuant to the ISPS Code;




"Loan"or"Overdraft" means, from time
to time and at any relevant time, the aggregate outstanding debit balances on
the Overdraft Account;




"Management Agreement"
means:




(a)
            in
      relation to Hope,
      the Hope Management Agreement;




(b)
            in
      relation to Sara,
      the Sara Management Agreement; or




(c)
            in
      relation to Vera,
      the Vera Management Agreement,




and
"Management Agreements"
means any or all of them;




"Manager" means Aegean
Bunkering Services Inc. of Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro, Marshall Islands MH96960 or any other person appointed by a
Borrower with the prior written consent of the Bank, as the manager of such
Borrower's Ship and includes its successors in title;




"Manager's Undertaking"
means:




(a)
            in
      relation to Hope,
      the Hope Manager's Undertaking;




(b)
            in
      relation to Sara,
      the Sara Manager's Undertaking; or




(c)
            in
      relation to Vera,
      the Vera Manager's Undertaking,




and
"Manager's Undertakings"
means any or all of them;




"Margin" means one point two
five per cent (1.25%) per annum;




"Material of Environmental
Concern" means and includes pollutants, contaminants, toxic substances,
oil as defined in the United States Oil Pollution Act of 1990 and all hazardous
substances as defined in the United States Comprehensive Environmental Response,
Compensation and Liability Act 1980;




"Maturity Date" means the date
falling three hundred and sixty four (364) days after the date of this Agreement
or such later date as the Bank may agree in its absolute discretion and notify
to the Borrowers pursuant to clause 4.3;




"month" means a period
beginning in one calendar month and ending in the next calendar month on the day
numerically corresponding to the day of the calendar month on which it started,
provided that (i) if the period started on the last Banking Day in a calendar
month or if there is no such numerically corresponding day, it shall end on the
last Banking Day in such next calendar month and (ii) if such numerically
corresponding day is not a Banking Day, the period shall end on the next
following Banking Day in the same calendar month but if there is no such Banking
Day it shall end on the preceding Banking Day and "months" and "monthly" shall be construed
accordingly;






5




"Mortgage" means:




(a)
            in
      relation to Hope,
      the Hope Mortgage;




(b)
            in
      relation to Sara,
      the Sara Mortgage; or




(c)
            in
      relation to Vera,
      the Vera Mortgage,




and
"Mortgages" means any or
all of them;




"Mortgaged Ship" means, at any
relevant time, a Ship which is at such time subject to a Mortgage and/or the
Earnings, Insurances and Requisition Compensation (each as defined in the
relevant Ship Security Documents) of which are subject to an Encumbrance
pursuant to the relevant Security Documents and a Ship shall for the purposes of
this Agreement be deemed to be a Mortgaged Ship as from whichever shall be the
earlier of (a) the first Drawdown Date under this Agreement and (b) the date
that the Mortgage of that Ship shall have been executed and registered in
accordance with this Agreement until whichever shall be the earlier of (i) the
payment in full of the amount required to be paid to the Bank pursuant to clause
4.4 following the sale or Total Loss of such Ship and (ii) the date on which all
moneys owing under the Security Documents have been repaid in full;




"Operating Account Pledges"
means the Hope Operating Account Pledge, the Sara Operating Account Pledge and
the Vera Operating Account Pledge and "Operating Account Pledge"
means any of them;




"Operating Accounts" means,
together the Hope Operating Account, the Sara Operating Account and the Vera
Operating Account and "Operating Account" means any
of them;




"Operator" means any person who
is from time to time during the Security Period (as defined in the relevant Ship
Security Documents) concerned in the operation of a Ship and falls within the
definition of "Company" set out in rule 1.1.2 of the Code;




"Overdraft Account" means the
interest bearing Dollar account of the Borrowers opened jointly with the Bank
with account number 5104-035766-845 and includes any sub-accounts thereof and
any other account designated in writing by the Bank to be the Overdraft Account
for the purposes of this Agreement;




"Overdraft" or "Loan" means, from time to time
and at any relevant time, the aggregate outstanding debit balances on the
Overdraft Account;




"Overnight LIBOR" means, on any
date, the London interbank offered rate determined by the Bank to be the day to
day rate at which Dollars are offered to prime banks in the London interbank
market and published by the British Bankers' Association at or about 11.00 a.m.
on page LIBOR01 of the Reuters screen.  If the agreed page is replaced
or the service ceases to be available, the Bank may specify another page or
service displaying the appropriate rate after consultation with the
Borrowers;




"Permitted Encumbrance" means
any Encumbrance in favour of the Bank created pursuant to the Security Documents
and Permitted Liens;




"Permitted Liens" means, in
relation to a Ship, any lien on such Ship for master's, officer's or crew's
wages outstanding in the ordinary course of trading, any lien for salvage and
any ship repairer's or outfitter's possessory lien for a sum not (except with
the prior written consent of the Bank) exceeding the Casualty Amount (as defined
in the relevant Ship Security Documents) for such Ship;




"Registry" means, in relation
to each Ship, such registrar, commissioner or representative of the relevant
Flag State who is duly authorised and empowered to register such Ship, the
relevant Borrower's title to such Ship and the relevant Mortgage under the laws
and flag of the relevant Flag State;






6




"Related Company"of a person means any
Subsidiary of such person, any company or other entity of which such person is a
Subsidiary and any Subsidiary of any such company or entity;




"Relevant Jurisdiction" means
any jurisdiction in which or where any Security Party is incorporated, resident,
domiciled, has a permanent establishment, carries on, or has a place of business
or is otherwise effectively connected;




"Relevant Party" means the
Borrowers, any other Security Party and every member of the Group;




"Relevant Ship" means the Ships
and any other vessel from time to time (whether before or after the date of this
Agreement) owned, managed or crewed by, or chartered to, any Relevant
Party;




"Sara"
means the motor vessel Sara, a 1990-built,
(approximately) 7,389 dwt motor oil tanker registered under the name and in the
ownership of the Sara Borrower under the laws and flag of the relevant Flag
State with IMO Number 8814861;




"Sara Borrower" means Baldwin
Management Co. of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
Marshall Islands MH96960 and includes its successors in title;




"Sara Management Agreement"
means the management agreement dated 9 October 2007 made between the Sara
Borrower and the Manager or any other agreement previously approved in writing
by the Bank between the Sara Borrower and the Manager, providing for the Manager
to manage Sara;




"Sara Manager's Undertaking"
means the undertaking and assignment in respect of Saraexecuted or (as the
context may require) to be executed by the Manager in favour of the Bank in the
form set out in schedule 8;




"Sara Mortgage" means the first
priority statutory Maltese mortgage over Saraexecuted or (as the
context may require) to be executed by the Sara Borrower in favour of the Bank
in the form set out in schedule 2;




"Sara Operating Account" means
the interest bearing Dollar account of the Sara Borrower opened by the Sara
Borrower with the Bank with account number 5104-035767-060 and includes any
sub-accounts thereof and any other account designated in writing by the Bank to
be the Sara Operating Account for the purposes of this Agreement;




"Sara Operating Account Pledge"
means a first priority pledge executed or (as the context may require) to be
executed by the Sara Borrower in favour of the Bank in respect of the Sara
Operating Account in such form as the Bank may in its sole discretion
require;




"Security Documents" means this
Agreement, the Mortgages, the Deed of Covenant, the General Assignments, the
Corporate Guarantees, the Operating Account Pledges, the Manager's Undertakings
and any other documents as may have been or shall from time to time after the
date of this Agreement be executed to secure all or any part of the Overdraft,
interest thereon and other moneys from time to time owing by the Borrowers or
any of them pursuant to this Agreement (whether or not any such document also
secures moneys from time to time owing pursuant to any other document or
agreement);




"Security Party" means each of
the Borrowers, the Corporate Guarantors, the Manager or any other person who may
at any time be a party to any of the Security Documents (other than the
Bank);




"Security Requirement" means
the amount in Dollars (as certified by the Bank whose certificate shall, in the
absence of manifest error, be conclusive and binding on the Borrowers and the
Bank) which is, at any relevant time, one hundred per cent (100%) of the
aggregate of (a) the Overdraft and (b) the Available Amount at such
time;






7




"Security Value" means the
amount in Dollars (as certified by the Bank whose certificate shall, in the
absence of manifest error, be conclusive and binding on the Borrowers and the
Bank) which is, at any relevant time, the aggregate of (a) the market value of
the Mortgaged Ships as most recently determined in accordance with clause 8.3.2
and (b) the market value of any additional security for the time being actually
provided to the Bank pursuant to clause 8.3;




"Ship" means:




(a)
            in
      relation to the Hope Borrower, Hope;




(b)
            in
      relation to the Sara Borrower, Sara;
  or




(c)
            in
      relation to the Vera Borrower, Vera,




and
"Ships" means any or all
of them;




"Ship Security Documents"
means:




(a)
            in
      relation to Hope,
      the Hope Mortgage, the Hope General Assignment and the Hope Manager's
      Undertaking;




(b)
            in
      relation to Sara,
      the Sara Mortgage, the Deed of Covenant and the Sara Manager's
      Undertaking; or




(c)
            in
      relation to Vera,
      the Vera Mortgage, the Vera General Assignment and the Vera Manager's
      Undertaking;




"SMC" means, in relation to a
Ship, a safety management certificate issued in respect of such Ship in
accordance with rule 13 of the Code;




"Subsidiary" of a person means
any company or entity directly or indirectly controlled by such person, and for
this purpose "control"
means either the ownership of more than fifty per cent of the voting share
capital (or equivalent rights of ownership) of such company or entity or the
power to direct its policies and management, whether by contract or
otherwise;




"Taxes" includes all present
and future taxes, levies, imposts, duties, fees or charges of whatever nature
together with interest thereon and penalties in respect thereof and "Taxation" shall be construed
accordingly;




"Termination Date" means the
earlier of (a) the Maturity Date and (b) the date on which, or with effect from
which, the Facility is cancelled pursuant to the terms of this
Agreement;




"Total Loss" means, in relation
to a Ship:




(a)
            actual,
      constructive, compromised or arranged total loss of such Ship;
      or




(b)
            the
      Compulsory Acquisition of such Ship;
or




(c)
            the
      hijacking, theft, condemnation, capture, seizure, arrest, detention or
      confiscation of such Ship (other than where the same amounts to the
      Compulsory Acquisition of such Ship) by any Government Entity, or by
      persons acting or purporting to act on behalf of any Government Entity,
      unless such Ship be released and restored to the relevant Borrower from
      such hijacking, theft, condemnation, capture, seizure, arrest, detention
      or confiscation within sixty (60) days after the occurrence
      thereof;




"Transferee" has the meaning
ascribed thereto in clause 15.4;






8




"Vera"
means the motor vessel Vera, a 1985-built,
(approximately) 3,720 dwt product tanker, registered under the name and in the
ownership of the Vera Borrower and under the laws and flag of the relevant Flag
State with IMO Number 8302698;




"Vera Borrower" means Vera
Navigation S.A. of 80 Broad Street, Monrovia, Liberia and includes its
successors in title;




"Vera General Assignment" means
the first priority general assignment collateral to the Vera Mortgage executed
or (as the context may require) to be executed by the Vera Borrower in favour of
the Bank in the form set out in schedule 5;




"Vera Management Agreement"
means the management agreement dated 9 October 2007 made between the Vera
Borrower and the Manager or any other agreement previously approved in writing
by the Bank between the Vera Borrower and the Manager providing for the Manager
to manage Vera;




"Vera Manager's Undertaking"
means the undertaking and assignment in respect of Veraexecuted or (as the
context may require) to be executed by the Manager in favour of the Bank in the
form set out in schedule 8;




"Vera Mortgage" means the first
preferred Liberian mortgage over Veraexecuted or (as the
context may require) to be executed by the Vera Borrower in favour of the Bank
in the form set out in schedule 4;




"Vera Operating Account" means
an interest bearing Dollar account of the Vera Borrower opened by the Vera
Borrower with the Bank and with account number 5104-035767-361 and includes any
sub-accounts thereof and any other account designated in writing by the Bank to
be the Vera Operating Account for the purposes of this Agreement;
and




"Vera Operating Account Pledge"
means a first priority pledge executed or (as the context may require) to be
executed by the Vera Borrower in favour of the Bank in respect of the Vera
Operating Account in such form as the Bank may in its sole discretion
require.




1.3
            Headings




Clause headings
and the table of contents are inserted for convenience of reference only and
shall be ignored in the interpretation of this Agreement.




1.4
            Construction
      of certain terms




In this
Agreement, unless the context otherwise requires:




1.4.1
            references
      to clauses and schedules are to be construed as references to
      clauses of, and schedules to, this Agreement and references to
      this Agreement include its
schedules;




1.4.2
            references
      to (or to any specified provision of) this Agreement or any other document
      shall be construed as references to this Agreement, that provision or that
      document as in force for the time being and as amended in accordance with
      terms thereof, or, as the case may be, with the agreement of the relevant
      parties;




1.4.3
            references
      to a "regulation"
      include any present or future regulation, rule, directive, requirement,
      request or guideline (whether or not having the force of law) of any
      agency, authority, central bank or government department or any
      self-regulatory or other national or supra-national
    authority;




1.4.4
            words
      importing the plural shall include the singular and vice
      versa;




1.4.5
            references
      to a time of day are to London
time;






9




1.4.6
            references
      to a person shall be construed as references to an individual, firm,
      company, corporation, unincorporated body of persons or any Government
      Entity;




1.4.7
            references
      to a "guarantee"
      include references to an indemnity or other assurance against financial
      loss including, without limitation, an obligation to purchase assets or
      services as a consequence of a default by any other person to pay any
      Indebtedness and "guaranteed" shall be
      construed accordingly; and




1.4.8
            references
      to any enactment shall be deemed to include references to such enactment
      as re-enacted, amended or extended.




2
            Overdraft
      facility




2.1
            Agreement
      to make facility available




The
Bank, relying upon each of the representations and warranties in clause 7,
agrees to make available to the Borrowers jointly and severally, upon and
subject to the terms of this Agreement, an overdraft facility for the purposes
described in clause 1.1 in an amount not exceeding at any one time the
applicable Facility Amount.




2.2
            Authorisations




Each
drawing under the Facility may be made only upon receipt by the Bank of a
written request (either in the form of a cheque or any other written (including
electronic) form agreed between the Bank and the Borrowers) by the Borrowers,
duly signed by a person authorised by the Borrowers to request drawings under
this Agreement.




2.3
            Drawdown




Subject
to the terms and conditions of this Agreement, the Bank shall advance each
drawing under the Facility to the Borrowers, jointly and severally, on the
relevant Drawdown Date by (a) debiting the amount thereof to the Overdraft
Account and (b) paying the proceeds thereof in accordance with the Borrowers'
written instructions.




2.4
            Availability




Drawings
shall only be made on a Banking Day. The Facility shall cease to be available
and no drawings may be made hereunder on or after the Termination
Date.




2.5
            Application
      of proceeds




Without
prejudice to the Borrowers' obligations under clause 8.1.3, the Bank shall have no responsibility for the
application of the proceeds of the Overdraft or any part thereof by the
Borrowers or any of them.




2.6
            Facility
      Amount




2.6.1
            If
      the Maturity Date is extended in accordance with clause 4.3.1, the Bank
      shall notify the Borrower of the Facility Amount that shall be applicable
      to, and available under, the Facility for the period until the extended
      Maturity Date which Facility Amount, in any event, shall not exceed the
      aggregate of the Security Value.




2.6.2
            Any
      such notification by the Bank shall be sent to the Borrowers together with
      the Bank's agreement (if any) to extend the Maturity Date pursuant to
      clause 4.3.1.




2.6.3
            For
      the purposes of this clause 2.6, the Bank shall be entitled to obtain any
      valuations of the Ships in accordance with clause 8.3.2 for the purpose of
      determining the Security Value and the Facility Amount that will apply
      until the extended Maturity Date.






10




2.6.4
            The
      amount notified by the Bank to the Borrowers under this clause 2.6 shall
      be binding on the Borrowers and the Bank and shall constitute the
      applicable Facility Amount for the purposes of this Agreement from the day
      the notification is sent to the Borrowers until the extended Maturity Date
      agreed to by the Bank pursuant to clause 4.3.1 and advised in the same
      notice to the Borrowers and until any further notification by the Bank
      under this clause 2.6.




2.6.5
            If
      as a result of a notification by the Bank pursuant to this clause 2.6, the
      applicable Facility Amount is reduced, the Borrowers shall prepay
      forthwith such part of the Overdraft as shall ensure that the Overdraft
      does not exceed the reduced Facility Amount notified by the Bank to be
      applicable.




2.6.6
            The
      Facility Amount shall in any event be reduced to zero (0) on the
      Termination Date.




3
            Interest and Interest Periods




3.1
            Normal
      interest rate




The
Borrowers shall pay interest in respect of the Overdraft at the rate per annum
determined by the Bank to be the aggregate of (a) Margin and (b) Overnight LIBOR
applicable to borrowings denominated in Dollars on each day.  Such
interest shall be calculated and accrue on a daily basis by reference to the
amount of the Overdraft outstanding on a daily basis.




3.2
            Dates
      of payment




Notwithstanding
the accrual of interest on a daily basis the Borrowers shall pay interest in
respect of the Overdraft on 30 June and on 31 December of each calendar year up
to, and including, the Termination Date.




3.3
            Method
      of payment




Interest
payments due hereunder shall be made by way of debit to the Overdraft Account
provided that such debit shall not cause the Overdraft to exceed the applicable
Facility Amount.  If interest payments due hereunder are not debited
to the Overdraft Account as permitted by the preceding sentence, the Borrowers
shall pay the amount thereof to the Bank in cash.




3.4
            Default
      interest




If the
Borrowers fail to pay on its due date any sum due under this Agreement, the
Borrowers shall pay interest on such sum to the Bank on demand from and
including the due date therefor until the date of actual payment (as well after
as before judgment) at the rate specified in clause 3.1, increased by an
additional two per cent (2%) per annum.  Any such interest which is
not paid shall be compounded monthly from any such due date.




3.5
            Notification
      of rates




The
Bank shall advise the Borrowers of the interest rates applied to the Overdraft
by bank account statements in respect of the Overdraft Account, which the Bank
shall send to the Borrowers at the times and in the manner specified in the
terms and conditions of the Overdraft Account as agreed between the Bank and the
Borrowers from time to time.




4
            Repayment
      and Bank's option to extend




4.1
            Repayment




The
Borrowers shall repay the Overdraft to the Bank in full together with accrued
interest thereon and any other amounts owing under this Agreement and the other
Security Documents on the Termination Date by placing funds to the credit of the
Overdraft Account.






11




4.2
            Revolving
      facility




The
overdraft facility hereby constituted shall be revolving, so that sums repaid
may be re-borrowed provided that the Overdraft shall not exceed the applicable
Facility Amount at any time.




4.3
            Bank's
      option to extend




4.3.1
            The
      Bank shall, in its discretion, have the right to extend the Maturity Date
      for such period (which shall in any event not exceed three hundred and
      sixty four (364) days) as the Borrowers may request and the Bank may, in
      its discretion, agree provided that the Borrowers send to the Bank a
      request in writing to that effect not later than thirty (30) days prior to
      the then current Maturity Date.  The Bank shall not unreasonably
      withhold its agreement to grant such
      extension.  If  at any time following such request the
      Bank agrees to extend the then current Maturity Date, it shall notify the
      Borrowers in writing of the new Maturity Date not later than three (3)
      days prior to the then current Maturity Date and the Borrowers shall, at
      their cost and expense, enter into and deliver to the Bank such
      documentation as the Bank may, in its absolute discretion, require in
      relation to such extension (including, without limitation, amendments of
      the Mortgages and documents and evidence of the type referred to in
      schedule 2 in connection with any such
  amendments).




4.3.2
            If
      and when the Maturity Date is extended in accordance with clause 4.3.1 the
      Bank shall have the right each time on the expiration of the then current
      Maturity Date to extend the then current Maturity Date for such period as
      the Borrowers may request and the Bank may, in its discretion, agree and,
      in each such case, the provisions of clause 4.3.1 shall apply to each such
      option to extend mutatis
      mutandis.




4.4
            Prepayment
      on Total Loss or sale




4.4.1
            Before
      first drawdown




On a
Ship becoming a Total Loss (or suffering damage or being involved in an incident
which, in the opinion of the Bank, may result in such Ship subsequently being
determined to be a Total Loss) or sold, before any drawing is made under this
Agreement the Facility Amount shall be reduced by such amount as the Bank may
require in its sole discretion.




4.4.2
            Thereafter




If a
Mortgaged Ship is sold (with the prior consent of the Bank pursuant to the
relevant Ship Security Documents) or becomes a Total Loss after any drawing is
made under this Agreement, then, on the Disposal Reduction Date for such
Mortgaged Ship (a) the Facility Amount shall be reduced to such amount as
determined by the Bank to be equal to the Security Value without taking into
account the market value of the relevant Mortgaged Ship sold or lost and (b) the
Borrowers shall prepay such part of the Overdraft as shall ensure that,
immediately after the relevant reduction of the Facility Amount referred to
above, the Overdraft does not exceed the then applicable Facility Amount (taking
into account the reduction thereof referred to above).




4.4.3
            Defined
      terms




For the
purposes of this clause 4.3:




(a)
            "Disposal Reduction Date"
      means:




(i)
            in
      relation to a Mortgaged Ship which has become a Total Loss, its Total Loss
      Reduction Date; and




(ii)
            in
      relation to a Mortgaged Ship which is sold in accordance with the
      provisions of the relevant Ship Security Documents, the date of completion
      of such sale (but immediately prior to such completion) by the transfer of
      title to such Mortgaged Ship to the purchaser in exchange for payment of
      the relevant purchase price;






12




(b)
            "Total Loss Reduction Date" means,
      in relation to a Mortgaged Ship which has become a Total Loss, the date
      which is the earlier of:




(i)
            the
      date falling one hundred and twenty (120) days after that on which such
      Mortgaged Ship became a Total Loss;
and




(ii)
            the
      date upon which the relevant insurance proceeds are or Requisition
      Compensation (as defined in the relevant Ship Security Documents) is,
      received by the relevant Borrower (or the Bank as such Borrower's assignee
      pursuant to the relevant Ship Security
  Documents).




4.4.4
            For
      the purpose of this Agreement, a Total Loss in respect of a Ship shall be
      deemed to have occurred:




(a)
            in
      the case of an actual total loss of a Ship, on the actual date and at the
      time such Ship was lost or, if such date is not known, on the date on
      which such Ship was last reported;




(b)
            in
      the case of a constructive total loss of a Ship, upon the date and at the
      time notice of abandonment of such Ship is given to the insurers of such
      Ship for the time being;




(c)
            in
      the case of a compromised or arranged total loss of a Ship, on the date
      upon which a binding agreement as to such compromised or arranged total
      loss has been entered into by the insurers of such
  Ship;




(d)
            in
      the case of Compulsory Acquisition of a Ship, on the date upon which the
      relevant requisition of title or other compulsory acquisition occurs;
      and




(e)
            in
      the case of hijacking, theft, condemnation, capture, seizure, arrest,
      detention or confiscation of a Ship (other than where the same amounts to
      Compulsory Acquisition of such Ship) by any Government Entity, or by
      persons purporting to act on behalf of any Government Entity, which
      deprives the relevant Borrower of the use of such Ship for more than sixty
      (60) days, upon the expiry of the period of thirty (30) days after the
      date upon which the relevant hijacking, theft, condemnation, capture,
      seizure, arrest, detention or confiscation
  occurred.




4.5
            Amounts
      payable on prepayment




Any
prepayment of all or part of the Overdraft under clauses 4.4, 8.3.1(a), 10.2 or
12 of this Agreement shall be made together with (a) accrued interest on
the amount to be prepaid to the date of such prepayment, (b) any additional
amount payable under clauses 6.6 or 12.2 and (c) all other sums payable by the
Borrowers to the Bank under this Agreement or any of the other Security
Documents including, without limitation, any amounts payable under
clause 11.




5
            Fees
      and expenses




5.1
            Fees




The
Borrowers shall pay to the Bank:




5.1.1
            on
      the date of this Agreement an arrangement fee of Thirty five thousand
      Dollars ($35,000); and




5.1.2
            on
      each of the dates falling at three (3) monthly intervals after the date of
      this Agreement until the last day of the Termination Date, and on such
      day, commitment commission computed from the date of this Agreement (in
      the case of the first payment of commission) and from the due date of the
      preceding payment of commission (in the case of each subsequent payment)
      at the rate of zero point two five per cent (0.25%) per annum on the daily
      undrawn amount of the applicable Facility
  Amount.






13




The
fees referred to in this clause 5.1 shall be non-refundable and shall be payable
whether or not any drawings are made under this Agreement.




5.2
            Expenses




The
Borrowers shall pay to the Bank on a full indemnity basis on demand all expenses
(including legal, printing and out-of-pocket expenses incurred by the Bank
(whether or not any drawing has been made under this Agreement):




5.2.1
            in
      connection with the negotiation, preparation, execution and, where
      relevant, registration of the Security Documents and of any amendment or
      extension of or the granting of any waiver or consent under, any of the
      Security Documents; and




5.2.2
            in
      contemplation of, or otherwise in connection with, the enforcement of, or
      preservation of any rights under, any of the Security Documents or
      otherwise in respect of the moneys owing under any of the Security
      Documents,




together
with interest at the rate referred to in clause 3.4 from the date on which
such expenses were incurred to the date of payment (as well after as before
judgement).




5.3
            Value
      added tax




All
fees and expenses payable pursuant to this clause 5 shall be paid together
with value added tax or any similar tax (if any) properly chargeable
thereon.  Any value added tax chargeable in respect of any services
supplied by the Bank under this Agreement shall, on delivery of the value added
tax invoice, be paid in addition to any sum agreed to be paid
hereunder.




5.4
            Stamp
      and other duties




The
Borrowers shall pay all stamp, documentary, registration or other like duties or
taxes (including any such duties or taxes payable by the Bank) imposed on or in
connection with any of the Security Documents, the Management Agreements or the
Facility and shall indemnify the Bank against any liability arising by reason of
any delay or omission by the Borrowers to pay such duties or taxes.




6
            Payments
      and taxes; accounts and
calculations




6.1
            No
      set-off or counterclaim




The
Borrowers acknowledge that in performing its obligations under this Agreement,
the Bank will be incurring liabilities to third parties in relation to the
funding of amounts to the Borrowers, such liabilities matching the liabilities
of the Borrowers to the Bank and that it is reasonable for the Bank to be
entitled to receive payments from the Borrowers gross on the due date in order
that the Bank is put in a position to perform its matching obligations to the
relevant third parties.  Accordingly, all payments to be made by the
Borrowers or any of them under any of the Security Documents shall be made in
full, without any set-off or counterclaim whatsoever and, subject as provided in
clause 6.6, free and clear of any deductions
or withholdings, in Dollars on the due date to such account of the Bank at such
bank in such place as the Bank may from time to time specify for this purpose.
All payments applied by the Bank in reduction of the Overdraft shall be deemed
to be credited to the Overdraft Account.




6.2
            Payment
      by the Bank




All
sums to be advanced by the Bank to the Borrowers under this Agreement in respect
of the Overdraft shall be remitted in Dollars on the relevant Drawdown Date
pursuant to clauses 2.2 and 2.3.






14




6.3
            Non-Banking
      Days




When
any payment under any of the Security Documents would otherwise be due on a day
which is not a Banking Day, the due date for payment shall be extended to the
next following Banking Day unless such Banking Day falls in the next calendar
month in which case payment shall be made on the immediately preceding Banking
Day.




6.4
            Calculations




All
interest and other payments of an annual nature under any of the Security
Documents shall accrue from day to day and be calculated on the basis of actual
days elapsed and a 360 day year.




6.5
            Certificates
      conclusive




Any
certificate or determination of the Bank as to any rate of interest or any other
amount pursuant to and for the purposes of any of the Security Documents shall,
in the absence of manifest error, be conclusive and binding on the
Borrowers.




6.6
            Grossing-up
      for Taxes




If at
any time the Borrowers are required to make any deduction or withholding in
respect of Taxes from any payment due under any of the Security Documents, the
sum due from the Borrowers in respect of such payment shall be increased to the
extent necessary to ensure that, after the making of such deduction or
withholding, the Bank receives on the due date for such payment (and retains,
free from any liability in respect of such deduction or withholding), a net sum
equal to the sum which it would have received had no such deduction or
withholding been required to be made and the Borrowers shall indemnify the Bank
against any losses or costs incurred by it by reason of any failure of the
Borrowers to make any such deduction or withholding or by reason of any
increased payment not being made on the due date for such
payment.  The Borrowers shall promptly deliver to the Bank any
receipts, certificates or other proof evidencing the amounts (if any) paid or
payable in respect of any deduction or withholding as aforesaid.




6.7
            Loan
      account




The
Bank shall maintain, in accordance with its usual practice, an account or
accounts (which, in the case of Saraonly, shall be the
"Account Current" referred to in the Sara Mortgage and the Deed of Covenant)
evidencing the amounts from time to time lent by, owing to and paid to it under
the Security Documents.  Such account or accounts shall, in the
absence of manifest error, be conclusive as to the amount from time to time
owing by the Borrowers under the Security Documents.




7
            Representations and warranties




7.1
            Continuing
      representations and warranties




The
Borrowers represent and warrant to the Bank that:




7.1.1
            Due
      incorporation




the
Borrowers and each of the other Security Parties are duly incorporated and
validly existing in good standing under the laws of their respective countries
of incorporation as limited liability companies or (as the case may be)
corporations and have power to carry on their respective businesses as they are
now being conducted and to own their respective property and other
assets;






15




7.1.2
            Corporate
      power




each of
the Borrowers has power to execute, deliver and perform its obligations under
the relevant Management Agreements and the Security Documents to which it is a
party and to borrow the Overdraft under this Agreement and each of the other
Security Parties has power to execute and deliver and perform its obligations
under the Security Documents and the Management Agreements to which it is or is
to be a party; all necessary corporate, shareholder and other action has been
taken to authorise the execution, delivery and performance of the same and no
limitation on the powers of the Borrowers to borrow will be exceeded as a result
of borrowing the Overdraft under this Agreement;




7.1.3
            Binding
      obligations




the
Security Documents and the Management Agreements constitute or will, when
executed, constitute valid and legally binding obligations of the relevant
Security Parties enforceable in accordance with their respective
terms;




7.1.4
            No
      conflict with other obligations




the
execution and delivery of, the performance of their respective obligations
under, and compliance with the provisions of the relevant Management Agreements
and the Security Documents by the relevant Security Parties will not
(i) contravene any existing applicable law, statute, rule or regulation or
any judgement, decree or permit to which any of the Borrowers or any other
Security Party is subject, (ii) conflict with, or result in any breach of
any of the terms of, or constitute a default under, any agreement or other
instrument to which any of the Borrowers or any other Security Party is a party
or is subject or by which it or any of its property is bound,
(iii) contravene or conflict with any provision of the memorandum and
articles of association/articles of incorporation/by-laws/statutes or
other constitutional documents of any of the Borrowers or any other Security
Party or (iv) result in the creation or imposition of or oblige any of the
Borrowers or any other Security Party or any other member of the Group to create
any Encumbrance (other than a Permitted Encumbrance) on the undertakings,
assets, rights or revenues of any of the Borrowers or any other Security Party
or any other member of the Group;




7.1.5
            No
      litigation




no
litigation, arbitration or administrative proceeding is taking place, pending
or, to the knowledge of the officers of any of the Borrowers, threatened against
any of the Borrowers or any other Security Party or any other member of the
Group which could have a material adverse effect on the business, assets or
financial condition of such Borrower or any other Security Party or any other
member of the Group or the Group as a whole;




7.1.6
            No
      filings required




save
for the registration of the Mortgages with the relevant Registry, it is not
necessary to ensure the legality, validity, enforceability or admissibility in
evidence of the Management Agreements or any of the Security Documents that they
or any other instrument be notarised, filed, recorded, registered or enrolled in
any court, public office or elsewhere in any Relevant Jurisdiction or that any
stamp, registration or similar tax or charge be paid in any Relevant
Jurisdiction on or in relation to the Management Agreements or the Security
Documents and the Management Agreements and each of the Security Documents is in
proper form for its enforcement in the courts of each Relevant
Jurisdiction;




7.1.7
            Choice
      of law




the
choice of English law to govern the Management Agreements and the Security
Documents (other than the Mortgages and the Operating Account Pledges), the
choice of Maltese law to govern the Sara Mortgage, the choice of Liberian law to
govern the Hope Mortgage and the Vera Mortgage and the choice of Greek law to
govern the Operating Account Pledges, and the submissions by the Security
Parties in the Security Documents to the non-exclusive jurisdiction of the
English courts, are valid and binding;






16




7.1.8
            No
      immunity




none of
the Borrowers nor any other Security Party nor any of their respective assets is
entitled to immunity on the grounds of sovereignty or otherwise from any legal
action or proceeding (which shall include, without limitation, suit, attachment
prior to judgement, execution or other enforcement);




7.1.9
            Consents
      obtained




every
consent, authorisation, licence or approval of, or registration with or
declaration to, governmental or public bodies or authorities or courts required
by any Security Party to authorise, or required by any Security Party in
connection with, the execution, delivery, validity, enforceability or
admissibility in evidence of each of the Management Agreements and each of the
Security Documents or the performance by each Security Party of its obligations
under the Management Agreements and the Security Documents to which it is a
party has been obtained or made and is in full force and effect and there has
been no default in the observance of any of the conditions or restrictions (if
any) imposed in, or in connection with, any of the same;




7.1.10
            Shareholdings




(a)
            each
      of the Borrower, the Aegean Bunkering Guarantor and the Manager are
      wholly-owned direct or indirect Subsidiaries of the AMPNI Guarantor;
      and




(b)
            no
      less than 20% of the total issued voting share capital of the AMPNI
      Guarantor is ultimately beneficially owned by Mr Dimitrios
      Melissanidis;




7.1.11
            Financial
      statements correct and complete




the
unaudited consolidated financial statements of the Group in respect of the
financial half-year ended on 30 June 2007 as delivered to the Bank have been
prepared in accordance with the Applicable Accounting Principles and present
fairly and accurately the consolidated financial position of the Group as at
such date and the consolidated results of the operations of the Group for the
financial year ended on such date and, as at such date neither the AMPNI
Guarantor nor any member of the Group had any significant liabilities
(contingent or otherwise) or any unrealised or anticipated losses which are not
disclosed by, or reserved against or provided for in, such financial statements;
and




7.1.12
            No
      material adverse change




there
has been no material adverse change in the financial position or the operations
of the Borrowers or the Corporate Guarantors or the Manager or any other member
of the Group or the Group as a whole, from that described by the Borrowers or
any other Security Party to the Bank in the negotiation of this
Agreement.




7.2
            Initial
      representations and warranties




The
Borrowers further represent and warrant to the Bank that:




7.2.1
            Pari
      passu




the
obligations of the Borrowers under this Agreement are direct, general and
unconditional obligations of the Borrowers and rank at least pari passu with all
other present and future unsecured and unsubordinated Indebtedness of the
Borrowers except for obligations which are mandatorily preferred by law and not
by contract;






17




7.2.2
            No
      default under other Indebtedness




none of
the Borrowers nor any of their Related Companies nor any other Security Party is
(nor would with the giving of notice or lapse of time or the satisfaction of any
other condition or combination thereof be) in breach of or in default under any
agreement relating to Indebtedness to which it is a party or by which it may be
bound;




7.2.3
            Information




the
information, exhibits and reports furnished by any Security Party to the Bank in
connection with the negotiation and preparation of each of the Security
Documents are true and accurate in all material respects and not misleading, do
not omit material facts and all reasonable enquiries have been made to verify
the facts and statements contained therein; there are no other facts the
omission of which would make any fact or statement therein
misleading;




7.2.4
            No
      withholding Taxes




no
Taxes are imposed by withholding or otherwise on any payment to be made by any
Security Party under the Management Agreements or the Security Documents or are
imposed on or by virtue of the execution or delivery by the Security Parties of
the Management Agreements or the Security Documents or any other document or
instrument to be executed or delivered under any of the Security
Documents;




7.2.5
            No
      Default




no
Default has occurred and is continuing;




7.2.6
            The
      Ships




each
Ship is and will, on the Drawdown Date of the first drawing to be made under
this Agreement , be:




(a)
            in
      the absolute ownership of the relevant Borrower who will, on and after
      such Drawdown Date, be the sole, legal and beneficial owner of such
      Ship;




(b)
            registered
      in the name of the relevant Borrower through the offices of the relevant
      Registry as a ship under the laws and flag of the relevant Flag
      State;




(c)
            operationally
      seaworthy and in every way fit for service;
and




(d)
            classed
      with the relevant Classification free of all conditions, requirements or
      recommendations of the relevant Classification
  Society;




7.2.7
            Ships'
      employment




(save
as otherwise disclosed by the Borrowers and accepted by the Bank) none of the
Ships is nor will, on or before the Drawdown Date of the first drawing to be
made under this Agreement, be subject to any charter or contract or to any
agreement to enter into any charter or contract which, if entered into after the
date of the relevant Ship Security Documents would have required the consent of
the Bank and, on or before such Drawdown Date, there will not be any agreement
or arrangement whereby the Earnings of such Ship (as defined in the relevant
Ship Security Documents) may be shared with any other person;




7.2.8
            Freedom
      from Encumbrances




none of
the Ships, nor her Earnings, Insurances or Requisition Compensation (each as
defined in the relevant Ship Security Documents) nor any of the Accounts nor any
other properties or rights relating to such Ship which are, or are to be, the
subject of any of the Security Documents nor any part thereof will be, on the
Drawdown Date of the first drawing to be made under this Agreement, subject to
any Encumbrance;






18




7.2.9
            Compliance
      with Environmental Laws and
Approvals




except
as may already have been disclosed by the Borrowers in writing to, and
acknowledged in writing by, the Bank:




(a)
            the
      Borrowers and the other Relevant Parties and, to the best of the
      Borrowers' knowledge and belief (having made due enquiry), their
      respective Environmental Affiliates have complied with the provisions of
      all Environmental Laws;




(b)
            the
      Borrowers and the other Relevant Parties and, to the best of the
      Borrowers' knowledge and belief (having made due enquiry), their
      respective Environmental Affiliates have obtained all Environmental
      Approvals and are in compliance with all such Environmental Approvals;
      and




(c)
            none
      of the Borrowers nor any other Relevant Party nor, to the best of the
      Borrowers' knowledge and belief (having made due enquiry), any of their
      respective Environmental Affiliates has received notice of any
      Environmental Claim that any of the Borrowers or any other Relevant Party
      or any such Environmental Affiliate is not in compliance with any
      Environmental Law or any Environmental
Approval;




7.2.10
            No
      Environmental Claims




except
as may already have been disclosed by the Borrowers in writing to, and
acknowledged in writing by, the Bank, there is no Environmental Claim pending
or, to the best of the Borrowers' knowledge and belief, threatened against any
Borrower or any Ship or any other Relevant Party or any other Relevant Ship or
to the best of the Borrowers' knowledge and belief (having made due enquiry) any
of their respective Environmental Affiliates;




7.2.11
            No
      potential Environmental Claims




except
as may already have been disclosed by the Borrowers in writing to, and
acknowledged in writing by, the Bank, there has been no emission, spill, release
or discharge of a Material of Environmental Concern from the Ship or any other
Relevant Ship owned by, managed or crewed by or chartered to the Borrowers nor,
(having made due enquiry) to the best of the Borrowers' knowledge and belief,
from any Relevant Ship owned by, managed or crewed by or chartered to any other
Relevant Party which could give rise to an Environmental Claim;




7.2.12
            ISM
      Code and ISPS Code




on the
first Drawdown Date under this Agreement, each Borrower shall have a valid and
current ISSC and SMC in respect of its Ship and each such Ship shall be in
compliance with the Code and the ISPS Code; and




7.2.13
            Copies
      true and complete




the
copies of the Management Agreements delivered or to be delivered to the Bank
pursuant to clause 9.1 are, or will when
delivered be, true and complete copies of such documents; such documents
constitute valid and binding obligations of the parties thereto enforceable in
accordance with their respective terms and there will have been no amendments or
variations thereof or defaults thereunder.




7.3
            Repetition
      of representations and warranties




On and
as of the date of this Agreement and so long as monies are owing (actually or
contingently) by the Borrowers under this Agreement or while the Facility is
available and (except in relation to the representations and warranties in
clause 7.2) the






19






Borrowers
shall (a) be deemed to repeat the representations and warranties in
clauses 7.1 and 7.2 as if made with reference to the facts and
circumstances existing on such day and (b) be deemed to further represent and
warrant to the Bank that the then latest audited consolidated financial
statements of the Group delivered to the Bank (if any) have been prepared in
accordance with the Applicable Accounting Principles which have been
consistently applied and present fairly and accurately the consolidated
financial position of Group as at the end of the financial period to which the
same relate and the consolidated results of the operations of the Group for the
financial period to which the same relate and, as at the end of such financial
period, neither the AMPNI Guarantor nor any other member of the Group had any
significant liabilities (contingent or otherwise) or any unrealised or
anticipated losses which are not disclosed by, or reserved against or provided
for in, such financial statements.




8
            Undertakings




8.1
            General




The
Borrowers hereby jointly and severally undertake with the Bank that, from the
date of this Agreement and so long as any moneys are owing under any of the
Security Documents, whether actually or contingently, and while the Facility
remains available, each Borrower will:




8.1.1
            Notice
      of Default




promptly
inform the Bank of any occurrence of which it becomes aware which might
adversely affect the ability of any Security Party to perform its obligations
under any of the Security Documents or the Management Agreements and, without
limiting the generality of the foregoing, will inform the Bank of any Default
forthwith upon becoming aware thereof and will from time to time, if so
requested by the Bank, confirm to the Bank in writing that, save as otherwise
stated in such confirmation, no Default has occurred and is
continuing;




8.1.2
            Consents
      and licences




without
prejudice to clauses 7.1 and 9, obtain or
cause to be obtained, maintain in full force and effect and comply in all
material respects with the conditions and restrictions (if any) imposed in, or
in connection with, every consent, authorisation, licence or approval of
governmental or public bodies or authorities or courts and do, or cause to be
done, all other acts and things which may from time to time be necessary or
desirable under applicable law for the continued due performance of all the
obligations of the Security Parties under each of the Security Documents and the
Management Agreements;




8.1.3
            Use
      of proceeds




use the
Facility exclusively for the purposes specified in clause 1.1;




8.1.4
            Pari
      passu




ensure
that its obligations under this Agreement shall, without prejudice to clause 8.2
and the security intended to be created by the Security Documents, at all times
rank at least pari passu with all its other present and future unsecured and
unsubordinated Indebtedness with the exception of any obligations which are
mandatorily preferred by law and not by contract;




8.1.5
            Financial
      statements




prepare
or cause to be prepared audited consolidated financial statements of the Group
in accordance with the Applicable Accounting Principles consistently applied in
respect of each financial year and cause the same to be reported on by the
Group's auditors and prepare or cause to be prepared unaudited consolidated
financial statements of the Group in respect of each financial half-year on the
same basis as the annual financial statements, and deliver to the Bank as many
copies of the same as the Bank may reasonably require as soon as practicable but
not later than one hundred and eighty (180) days (in the case of audited
financial statements) or sixty (60) days (in the case of unaudited financial
statements) after the end of the financial period to which they
relate;






20




8.1.6
            Delivery
      of reports




deliver
to the Bank as many copies as the Bank may reasonably require at the time of
issue thereof of every report, circular, notice or like document issued by it to
its creditors or shareholders in general;




8.1.7
            Provision
      of further information




provide
the Bank with such financial and other information concerning the Group, the
Borrowers, the other Security Parties, the other members of the Group and their
respective affairs as the Bank may from time to time reasonably
require;




8.1.8
            Obligations
      under Security Documents




duly
and punctually perform each of the obligations expressed to be assumed by it
under the Security Documents;




8.1.9
            Compliance
      with Code




and
will procure that any Operator will, comply with and ensure that each Ship and
any Operator comply with the requirements of the Code, including (but not
limited to) the maintenance and renewal of valid certificates pursuant thereto
throughout the Security Period (as defined in the relevant Ship Security
Documents for such Ship);




8.1.10
            Withdrawal
      of DOC and SMC




and
will procure that any Operator will, immediately inform the Bank if there is any
threatened or actual withdrawal of its Operator's DOC or the SMC in respect of
any Ship;




8.1.11
            Issuance
      of DOC and SMC




and
will procure that any Operator will, promptly inform the Bank upon the issue to
any Borrower or any Operator of a DOC and to each Ship of an SMC or the receipt
by any Borrower or any Operator of notification that its application for the
same has been refused; and




8.1.12
            ISPS
      Code compliance




and
will procure that the Manager or any Operator will, following the first Drawdown
Date under this Agreement:




(a)
            maintain
      at all times a valid and current ISSC for each
  Ship;




(b)
            immediately
      notify the Bank in writing of any actual or threatened withdrawal,
      suspension, cancellation or modification of the ISSC for each Ship;
      and




(c)
            procure
      that each Ship will comply at all times with the ISPS
  Code.




8.2
            Negative
      undertakings




The
Borrowers hereby jointly and severally undertake with the Bank that, from the
date of this Agreement and so long as any moneys are owing under the Security
Documents, whether actually or contingently, and while all or any part of the
Facility remains available, none of the Borrowers will, without the prior
written consent of the Bank:






21




8.2.1
            Negative
      pledge




permit
any Encumbrance (other than a Permitted Encumbrance) by it to subsist, arise or
be created or extended over all or any part of its present or future
undertaking, assets, rights or revenues to secure or prefer any present or
future Indebtedness of any Security Party or any other person;




8.2.2
            No
      merger




merge
or consolidate with any other person or enter into any demerger, amalgamation,
corporate reconstruction or corporate redomiciliation of any type;




8.2.3
            Disposals




sell,
transfer, abandon lend or otherwise dispose of or cease to exercise direct
control over any part (being either alone or, when aggregated with all other
disposals falling to be taken into account pursuant to this clause 8.2.3, material in the opinion of the Bank in relation
to the undertaking, assets, rights and revenues of such Borrower taken as a
whole) of its present or future undertaking, assets, rights or revenues
(otherwise than by transfers, sales or disposals for full consideration in the
ordinary course of trading, but excluding in any event its Ship or any other
rights or assets which are subject to security created by the Security
Documents) whether by one or a series of transactions related or
not;




8.2.4
            Other
      business




undertake
any business other than the ownership and operation of its Ship and the
chartering of such Ship to third parties and will procure that no other Security
Party undertakes, without the prior written consent of the Bank, any business
other than that conducted by such Security Party on the date of this
Agreement;




8.2.5
            Acquisitions




acquire
any further assets other than its Ship and rights arising under contracts
entered into by or on behalf of such Borrower in the ordinary course of its
business of owning, operating and chartering such Ship;




8.2.6
            Other
      obligations




incur
any obligations except for obligations arising under the Management Agreements
or the Security Documents to which it is a party or contracts entered into in
the ordinary course of its business of owning, operating and chartering its
Ship;




8.2.7
            No
      borrowing




incur
any Borrowed Money except for Borrowed Money pursuant to the Security
Documents;




8.2.8
            Repayment
      of borrowings




repay
the principal of, or pay interest on, or any other sum in connection with, any
of its Borrowed Money except for Borrowed Money pursuant to the Security
Documents;




8.2.9
            Guarantees




issue
any guarantees or indemnities or otherwise become directly or contingently
liable for the obligations of any person, firm, or corporation except pursuant
to the Security Documents (except for guarantees or indemnities from time to
time required in the ordinary course by any protection and indemnity or war
risks association with which its Ship is entered, guarantees required to procure
the release of its Ship from any arrest, detention, attachment or levy or
guarantees or undertakings required for the salvage of its Ship);






22




8.2.10
            Loans




make
any loans or grant any credit (save for normal trade credit in the ordinary
course of business) to any person or agree to do so;




8.2.11
            Sureties




permit
any of its Indebtedness to be guaranteed or otherwise assured against financial
loss by any person (save for guarantees or indemnities from time to time
required in the ordinary course by any protection and indemnity or war risks
association with which such Borrower's Ship is entered, guarantees required to
procure the release of such Ship from any arrest, detention, attachment or levy
or guarantees or undertakings required for the salvage of such
Ship);




8.2.12
            Share
      capital and distribution




(a)
            purchase
      or otherwise acquire for value any shares of its capital or distribute any
      of its present or future assets, undertakings, rights or revenues to any
      of its shareholders; or




(b)
            declare
      or pay any dividends to any of its shareholders if an Event of Default has
      occurred or will or, in the opinion of the Bank, is likely to occur as a
      result of, or following, the declaration or payment of
      dividends;




8.2.13
            Subsidiaries




form or
acquire any Subsidiaries;




8.2.14
            Shareholdings




(a)
            change,
      cause or permit any change in, the legal and/or ultimate beneficial
      ownership of any of the shares in the AMPNI Guarantor which would result
      in Mr Dimitrios Melissanidis being at any time the ultimate beneficial
      owner of less than 20% of the total issued voting share capital of the
      AMPNI Guarantor; or




(b)
            change,
      cause or permit any change in, the legal and/or beneficial ownership of
      any of the shares in any Borrower or the Aegean Bunkering Guarantor or the
      Manager which would result in any such Security Party ceasing to be a
      wholly-owned direct or indirect Subsidiary of the AMPNI Guarantor;
      or




8.2.15
            Constitutional
      documents




permit,
cause or agree to any material amendments or variation of its constitutional
documents or any change of its corporate name.




8.3
            Security
      value maintenance




8.3.1
            Security
      shortfall




If at any time the Security Value shall be less than the
Security Requirement, the Bank may give notice to the Borrowers requiring that
such deficiency be remedied and then the Borrowers shall
either:




(a)
            prepay
      within a period of fourteen (14) days of the date of receipt by the
      Borrowers of the Bank's said notice such sum in Dollars as will result in
      the Security Requirement after such prepayment being equal to the Security
      Value; or




(b)
            within
      fourteen (14) days of the date of receipt by the Borrowers of the Bank's
      said notice constitute to the satisfaction of the Bank such further
      security for the Overdraft as shall be acceptable to the Bank having a
      value for security purposes (as determined by the Bank in its absolute
      discretion) at the date upon which such further security shall be
      constituted which, when added to the Security Value, shall not be less
      than the Security Requirement as at such
date.






23




The
provisions of clause 4.5 shall apply to prepayments made under clause 8.3.1(a).




8.3.2
            Valuation
      of Mortgaged Ships




Each of
the Mortgaged Ships shall, for the purposes of this clause 8.3, be valued as and
when the Bank shall in its absolute discretion require, by an independent firm
of shipbrokers nominated by the Borrowers and approved by the Bank in its sole
discretion or, failing such nomination or approval, appointed by the Bank in its
sole discretion.  Each such valuation shall be made without, unless
required by the Bank, physical inspection and on the basis of a sale for prompt
delivery, for cash at arm's length, on normal commercial terms as between a
willing buyer and a willing seller, without taking into account the benefit of
any charterparty or other engagement concerning such Mortgaged
Ship.




The
value of each Mortgaged Ship determined in accordance with the provisions of
this clause 8.3 shall be binding upon the parties hereto until such time as
any further such valuations shall be obtained for such Mortgaged
Ship.




8.3.3
            Information




The
Borrowers undertake to the Bank to supply to the Bank and to any such
shipbrokers such information concerning the Mortgaged Ships and their condition
as such shipbrokers may reasonably require for the purpose of making any such
valuations.




8.3.4
            Costs




All
costs in connection with the Bank obtaining any valuation of the Mortgaged Ships
referred to in clause 8.3.2 and in schedule 2, and any valuation either of any
additional security for the purposes of ascertaining the Security Value at any
time or necessitated by the Borrowers electing to constitute additional security
pursuant to clause 8.3.1(b), shall be borne by
the Borrowers.




8.3.5
            Valuation
      of additional security




For the
purpose of this clause 8.3, the market value of any additional security provided
or to be provided to the Bank shall be determined by the Bank in its absolute
discretion without any necessity for the Bank assigning any reason
thereto.




8.3.6
            Documents
      and evidence




In
connection with any additional security provided in accordance with this clause
8.3, the Bank shall be entitled to receive such evidence and documents of the
kind referred to in schedule 2 as may in the Bank's opinion be appropriate
and such favourable legal opinions as the Bank shall in its absolute discretion
require.




9
            Conditions




9.1
            Documents
      and evidence




The
obligation of the Bank to make the Facility available shall be subject to the
condition that the Bank, or its duly authorised representatives, shall have
received, on or prior to the first drawing under this Agreement, the documents
and evidence specified in schedule 1, in form and substance satisfactory to the
Bank.






24




9.2
            General
      conditions precedent




The
obligation of the Bank to make any drawing available under this Agreement shall
be subject to the further conditions that, at the time of the giving of a
drawing request and at the time of making a drawing:




9.2.1
            the
      representations and warranties contained in clauses 7.1, 7.2 and 7.3(b)
      and clause 4 of each Corporate Guarantee, are true and correct on and
      as of each such time as if each was made with respect to the facts and
      circumstances existing at such time;
and




9.2.2
            no
      Default shall have occurred and be continuing or would result from the
      making of the relevant drawing.




9.3
            Waiver
      of conditions precedent




The
conditions specified in this clause 9 are inserted solely for the benefit
of the Bank and may be waived by the Bank in whole or in part and with or
without conditions.




9.4
            Further
      conditions precedent




Not
later than five (5) Banking Days prior to each Drawdown Date, the Bank may
request and the Borrowers shall, not later than two (2) Banking Days prior to
such date, deliver to the Bank on such request further favourable certificates
and/or opinions as to any or all of the matters which are the subject of
clauses 7, 8, 9 and 10 of this Agreement and clauses 4 and 5 of the
Corporate Guarantees.




10
            Events of Default




10.1
            Events




There
shall be an Event of Default if:




10.1.1
            Non-payment: any of the
      Borrowers or any other Security Party fails to pay any sum payable by it
      under any of the Security Documents at the time, in the currency and in
      the manner stipulated in the Security Documents (and so that, for this
      purpose, sums payable on demand shall be treated as having been paid at
      the stipulated time if paid within three (3) Banking Days of demand);
      or




10.1.2
            Breach of insurance obligations
      and certain other obligations: any of the Borrowers or the Manager
      or any other person fails to obtain and/or maintain the Insurances (as
      defined in, and in accordance with the requirements of, the Ship Security
      Documents) for any of the Mortgaged Ships or if any insurer in respect of
      such Insurances cancels such Insurances or disclaims liability by reason,
      in either case, of mis-statement in any proposal for such Insurances or
      for any other failure or default on the part of the Borrowers or any of
      them or any other person or the Borrowers or any of them commits any
      breach of or omits to observe any of the obligations or undertakings
      expressed to be assumed by it under clauses 8.2 or 8.3 of this Agreement
      or either Corporate Guarantor commits any breach or omits or fails to
      observe any of the undertakings expressed to be assumed by it under clause
      5.2 or clause 5.3 of the Corporate Guarantee to which it is a party;
      or




10.1.3
            Breach of other
      obligations: any of the Borrowers or any other Security Party
      commits any breach of or omits to observe any of its obligations or
      undertakings expressed to be assumed by it under any of the Security
      Documents (other than those referred to in clauses 10.1.1 and 10.1.2 above) and, in respect of any
      such breach or omission which in the opinion of the Bank is capable of
      remedy, such action as the Bank may require shall not have been taken
      within fourteen (14) days of the Bank notifying the relevant Security
      Party of such default and of such required action;
  or




10.1.4
            Misrepresentation: any
      representation or warranty made or deemed to be made or repeated by or in
      respect of the Borrowers or any other Security Party in or pursuant to any
      of the Security Documents or in any notice, certificate or statement
      referred to in or delivered under any of the Security Documents is or
      proves to have been incorrect or misleading in any material respect;
      or






25




10.1.5
            Cross-default: any
      Indebtedness of any Security Party or any other Relevant Party is not paid
      when due or any Indebtedness of any Security Party or any other Relevant
      Party becomes (whether by declaration or automatically in accordance with
      the relevant agreement or instrument constituting the same) due and
      payable prior to the date when it would otherwise have become due (unless
      as a result of the exercise by the relevant Security Party or, as the case
      may be, Relevant Party of a voluntary right of prepayment), or any
      creditor of any Security Party or any other Relevant Party becomes
      entitled to declare any such Indebtedness due and payable or any facility
      or commitment available to any Security Party or any other Relevant Party
      relating to Indebtedness is withdrawn, suspended or cancelled by reason of
      any default (however described) of the person concerned unless the
      relevant Security Party or, as the case may be, Relevant Party shall have
      satisfied the Bank that such withdrawal, suspension or cancellation will
      not affect or prejudice in any way the relevant Security Party's or
      Relevant Party's ability to pay its debts as they fall due and fund its
      commitments, or any guarantee given by any Security Party or any other
      Relevant Party in respect of Indebtedness is not honoured when due and
      called upon; or




10.1.6
            Legal process: any
      judgement or order made against any Security Party or any other Relevant
      Party is not stayed or complied with within seven (7) days or a creditor
      attaches or takes possession of, or a distress, execution, sequestration
      or other process is levied or enforced upon or sued out against, any of
      the undertakings, assets, rights or revenues of any Security Party or any
      other Relevant Party and is not discharged within seven (7) days;
      or




10.1.7
            Insolvency: any Security
      Party or any other Relevant Party is unable or admits inability to pay its
      debts as they fall due; suspends making payments on any of its debts or
      announces an intention to do so; becomes insolvent; has assets the value
      of which is less than the value of its liabilities (taking into account
      contingent and prospective liabilities); or suffers the declaration of a
      moratorium in respect of any of its Indebtedness;
  or




10.1.8
            Reduction or loss of
      capital: a meeting is convened by any Security Party or any other
      Relevant Party for the purpose of passing any resolution to purchase,
      reduce or redeem any of its share capital;
or




10.1.9
            Winding up: any
      corporate action, legal proceedings or other procedure or step is taken
      for the purpose of winding up any Security Party or any other Relevant
      Party or an order is made or resolution passed for the winding up of any
      Security Party or any other Relevant Party or a notice is issued convening
      a meeting for the purpose of passing any such resolution;
    or




10.1.10
            Administration: any
      petition is presented, notice given or other step is taken for the purpose
      of the appointment of an administrator of any Security Party or any other
      Relevant Party or the Bank believes that any such petition or other step
      is imminent or an administration order is made in relation to any Security
      Party or any other Relevant Party;
or




10.1.11
            Appointment of receivers and
      managers: any administrative or other receiver is appointed of any
      Security Party or any other Relevant Party or any part of its assets
      and/or undertaking or any other steps are taken to enforce any Encumbrance
      over all or any part of the assets of any Security Party or any other
      Relevant Party; or




10.1.12
            Compositions: any
      corporate action, legal proceedings or other procedures or steps are
      taken, or negotiations commenced, by any Security Party or any other
      Relevant Party or by any of its creditors with a view to the general
      readjustment or rescheduling of all or part of its indebtedness or to
      proposing any kind of composition, compromise or arrangement involving
      such company and any of its creditors;
or




10.1.13
            Analogous proceedings:
      there occurs, in relation to any Security Party or any other Relevant
      Party, in any country or territory in which any of them carries on
      business or to the jurisdiction of whose courts any part of their assets
      is subject, any event which, in the opinion of the Bank, appears in that
      country or territory to correspond with, or have an effect equivalent or
      similar to, any of those mentioned in clauses 10.1.6 to 10.1.12
      (inclusive) or any Security Party or any other Relevant Party otherwise
      becomes subject, in any such country or territory, to the operation of any
      law relating to insolvency, bankruptcy or liquidation;
  or






26




10.1.14
            Cessation of business:
      any Security Party or any other Relevant Party suspends or ceases or
      threatens to suspend or cease to carry on its business;
  or




10.1.15
            Invalidity: any of the
      Security Documents shall at any time and for any reason become invalid or
      unenforceable or otherwise cease to remain in full force and effect, or if
      the validity or enforceability of any of the Security Documents shall at
      any time and for any reason be contested by any Security Party which is a
      party thereto, or if any Security Party shall deny that it has any, or any
      further, liability thereunder; or




10.1.16
            Seizure: all or a
      material part of the undertakings, assets, rights or revenues of, or
      shares or other ownership interests in, any Security Party or any other
      Relevant Party are seized, nationalised, expropriated or compulsorily
      acquired by or under the authority of any Government Entity;
      or




10.1.17
            Unlawfulness: it becomes
      impossible or unlawful at any time for any Security Party, to fulfil any
      of the covenants and obligations expressed to be assumed by it in any of
      the Security Documents or for the Bank to exercise the rights or any of
      them vested in it under any of the Security Documents or otherwise;
      or




10.1.18
            Repudiation: any
      Security Party repudiates any of the Security Documents or does or causes
      or permits to be done any act or thing evidencing an intention to
      repudiate any of the Security Documents;
or




10.1.19
            Encumbrances
      enforceable: any Encumbrance in respect of any of the property (or
      part thereof) which is the subject of any of the Security Documents
      becomes enforceable; or




10.1.20
            Material adverse change:
      there occurs, in the opinion of the Bank, a material adverse change in the
      financial condition or the operations of any of the Borrowers or any other
      Security Party or any other member of the Group or the Group as a whole,
      in each case by reference to their respective financial position and
      operations as described by the Borrowers or any other Security Party to
      the Bank in the negotiation of this Agreement;
  or




10.1.21
            Flag State: the Flag
      State of a Ship becomes involved in hostilities or civil war or there is a
      seizure of civil power in the Flag State of a Ship by unconstitutional
      means if, in any such case such event could in the opinion of the Bank
      reasonably be expected to have a material adverse effect on the security
      constituted by any of the Security Documents;
or




10.1.22
            Environmental Claim: any
      of the Borrowers and/or any other Relevant Party and/or any of their
      respective Environmental Affiliates fails to comply with any Environmental
      Law or any Environmental Approval or any Ship or any other Relevant Ship
      is involved in any incident which gives rise or which may give rise to an
      Environmental Claim, if in any such case, such non compliance or incident
      or the consequences thereof could (in the opinion of the Bank) reasonably
      be expected to have a material adverse effect on the business, assets,
      operations, property or financial condition of any of the Borrowers or any
      other Security Party or on the security created by any of the Security
      Documents; or




10.1.23
            P&I: any of the
      Borrowers, the Manager or any other person fails or omits to comply with
      any requirements of the protection and indemnity association or other
      insurer with which any Ship is entered for insurance or insured against
      protection and indemnity risks (including oil pollution risks) to the
      effect that any cover (including, without limitation, liability for
      Environmental Claims arising in jurisdictions where the relevant Ship
      operates or trades) is or may be liable to cancellation, qualification or
      exclusion at any time; or




10.1.24
            Arrest: any Ship is
      arrested, confiscated, seized, taken in execution, impounded, forfeited,
      detained in the exercise or purported exercise of any possessory lien or
      other claim or otherwise taken from the possession of the relevant
      Borrower and such Borrower shall fail to procure the release of its Ship
      within a period of seven (7) days;
or






27




10.1.25
            Registration: the
      registration of any Ship under the laws and flag of the relevant Flag
      State is cancelled or terminated;
or




10.1.26
            Shareholdings:




(a)
            there
      is any change in the legal and/or ultimate beneficial ownership of any of
      the shares in the AMPNI Guarantor which results in Mr Dimitrios
      Melissanidis being at any time the ultimate beneficial owner of less than
      20% of the total issued voting share capital of the AMPNI Guarantor;
      or




(b)
            there
      is any change in the legal and/or ultimate beneficial ownership of any of
      the shares in the AMPNI Guarantor which results in any person or persons
      acting in concert (other than Mr Dimitrios Melissanidis) becoming at any
      time the ultimate beneficial owners of more than 50% of the total issued
      voting share capital of the AMPNI Guarantor or having the control of the
      AMPNI Guarantor or of its board of directors (and "control" shall have the
      meaning given to it in the definition of "Subsidiary" in clause 1.2) and
      the Bank has notified the Borrowers in writing of any changes of the terms
      of this Agreement and the other Security Documents which the Bank in its
      discretion wishes to effect, and the Borrowers fail within ten (10)
      Banking Days following such notification, to agree to such changes and to
      execute and deliver to the Bank such documents as the Bank may then
      require in order to effect such changes;
or




(c)
            in
      the legal and/or beneficial ownership of any of the shares in any of the
      Borrowers or the Manager or the Aegean Bunkering Guarantor which results
      in any such Security Party ceasing to be a wholly-owned direct or indirect
      Subsidiary of the AMPNI Guarantor;
or




10.1.27
            Accounts: any moneys are
      withdrawn from any Account other than in accordance with clause 14;
      or




10.1.28
            Listing:  the
      shares of the AMPNI Guarantor are de-listed or suspended from, or cease to
      trade (whether temporarily or permanently) on, the New York Stock
      Exchange; or




10.1.29
            Consents and
      authorisations:  any consent, authorisation, licence or
      approval of, or registration with or declaration to, governmental or
      public bodies or authorities or courts required by any of the Borrowers or
      any other Security Party to authorise, or required by any of the Borrowers
      or any other Security Party in connection with, the execution, delivery,
      validity, enforceability or admissibility in evidence of any of the
      Security Documents or the performance by any of the Borrowers or any such
      Security Party of its obligations under any of the Security Documents is
      modified in a manner unacceptable to the Bank or is not granted or is
      revoked or terminated or expires and is not renewed or otherwise ceases to
      be in full force and effect; or




10.1.30
            Material events: any
      other event occurs or circumstance arises which, in the opinion of the
      Bank, is likely materially and adversely to affect either (i) the ability
      of any Security Party to perform all or any of their respective
      obligations under or otherwise to comply with the terms of any of the
      Security Documents or (ii) the security created by any of the Security
      Documents.




10.2
            Acceleration




The
Bank may, without prejudice to any other rights of the Bank, at any time after
the happening of an Event of Default by notice to the Borrowers declare
that:




10.2.1
            the
      obligation of the Bank to make the Facility available shall be terminated,
      whereupon the Facility shall be reduced to zero forthwith;
      and/or






28




10.2.2
            the
      Overdraft and all interest accrued and all other sums payable under the
      Security Documents have become due and payable, whereupon the same shall,
      immediately or in accordance with the terms of such notice, become due and
      payable.




10.3
            Demand
      basis




If,
pursuant to clause 10.2.2, the Bank declares
the Overdraft to be due and payable on demand, the Bank may by written notice to
the Borrowers (a) call for repayment of the Overdraft on such date as may be
specified, whereupon the Overdraft shall become due and payable on the date so
specified together with all interest accrued and all other sums payable under
this Agreement or (b) withdraw such declaration with effect from the date
specified in such notice.




11
            Indemnities




11.1
            Miscellaneous
      indemnities




The
Borrowers shall on demand indemnify the Bank, without prejudice to any of the
Bank's other rights under any of the Security Documents against any loss
(including loss of Margin) or expense which the Bank shall certify as sustained
or incurred by it as a consequence of:




11.1.1
            any
      default in payment by the Borrowers of any sum under any of the Security
      Documents when due; or




11.1.2
            the
      occurrence of any other Event of
Default,




including,
in any such case, but not limited to, any loss or expense sustained or incurred
in maintaining or funding the Overdraft or any part thereof or in liquidating or
re-employing deposits from third parties acquired to effect or maintain the
Overdraft or any part thereof.




11.2
            Currency
      indemnity




If any
sum due from the Borrowers or any of them under any of the Security Documents or
any order or judgement given or made in relation thereto has to be converted
from the currency (the "first
currency") in which the same is payable under the relevant Security
Document or under such order or judgement into another currency (the "second currency") for the
purpose of (a) making or filing a claim or proof against the Borrowers or
any of them, (b) obtaining an order or judgement in any court or other
tribunal or (c) enforcing any order or judgement given or made in relation
to any of the Security Documents, the Borrowers shall indemnify and hold
harmless the Bank from and against any loss suffered as a result of any
difference between (i) the rate of exchange used for such purpose to
convert the sum in question from the first currency into the second currency and
(ii) the rate or rates of exchange at which the Bank may in the ordinary
course of business purchase the first currency with the second currency upon
receipt of a sum paid to it in satisfaction, in whole or in part, of any such
order, judgement, claim or proof.  Any amount due from the Borrowers
or any of them under this clause 11.2 shall be
due as a separate debt and shall not be affected by judgement being obtained for
any other sums due under or in respect of any of the Security Documents and the
term "rate of exchange"
includes any premium and costs of exchange payable in connection with the
purchase of the first currency with the second currency.




11.3
            Environmental
      indemnity




The
Borrowers shall indemnify the Bank on demand and hold the Bank harmless from and
against all costs, expenses, payments, charges, losses, demands, liabilities,
actions, proceedings (whether civil or criminal), penalties, fines, damages,
judgements, orders, sanctions or other outgoings of whatever nature which may be
suffered, incurred or paid by, or made or asserted against the Bank at any time,
whether before or after the repayment in full of principal and interest under
this Agreement, relating to, or arising directly or indirectly in any manner or
for any cause or reason whatsoever out of an Environmental Claim made or
asserted against the Bank if such Environmental Claim would not have been, or
been capable of being, made or asserted against the Bank if it had not entered
into any of the Security Documents and/or exercised any of its rights, powers
and discretions thereby conferred and/or performed any of its obligations
thereunder and/or been involved in any of the transactions contemplated by the
Security Documents.






29




11.4
            Central
      Bank or European Central Bank reserve requirements
    indemnity




The
Borrowers shall on demand promptly indemnify the Bank against any cost incurred
or loss suffered by it as a result of its complying with the minimum reserve
requirements of the European Central Bank and/or with respect to maintaining
required reserves with the relevant national Central Bank to the extent that
such compliance relates to the Facility or the Overdraft or deposits obtained by
it to fund or maintain the whole or part of the Overdraft and such cost or loss
is not recoverable by the Bank under clause 12.2.




12
            Unlawfulness
      and increased costs




12.1
            Unlawfulness




If it
is or becomes contrary to any law or regulation for the Bank to make the
Facility available or to maintain the Facility or fund the Overdraft or any part
thereof, the Bank shall promptly give notice to the Borrowers whereupon
(a) the Facility Amount shall be reduced to zero, (b) the obligation of the
Bank to make the Facility available shall be terminated and (c) the
Borrowers shall be obliged to prepay the Overdraft either (i) forthwith or
(ii) on a future specified date not being earlier than the latest date
permitted by the relevant law or regulation together with interest accrued to
the date of prepayment and all other sums payable by the Borrowers under this
Agreement.




12.2
            Increased
      costs




If the
result of any change in, or in the interpretation or application of, or the
introduction of, any law or any regulation, request or requirement (whether or
not having the force of law, but, if not having the force of law, with which the
Bank or, as the case may be, its holding company habitually complies), including
(without limitation) those relating to Taxation, capital adequacy, liquidity,
reserve assets, cash ratio deposits and special deposits, is to:




12.2.1
            subject
      the Bank to Taxes or change the basis of Taxation of the Bank with respect
      to any payment under any of the Security Documents (other than Taxes or
      Taxation on the overall net income, profits or gains of the Bank imposed
      in the jurisdiction in which its principal or lending office under this
      Agreement is located); and/or




12.2.2
            increase
      the cost to, or impose an additional cost on, the Bank or its holding
      company in making or continuing to make the Facility available or
      maintaining or funding all or part of the Overdraft;
  and/or




12.2.3
            reduce
      the amount payable or the effective return to the Bank under any of the
      Security Documents; and/or




12.2.4
            reduce
      the Bank's or its holding company's rate of return on its overall capital
      by reason of a change in the manner in which it is required to allocate
      capital resources to the Bank's obligations under any of the Security
      Documents; and/or




12.2.5
            require
      the Bank or its holding company to make a payment or forego a return on or
      calculated by reference to any amount received or receivable by the Bank
      under any of the Security Documents;
and/or




12.2.6
            require
      any Bank or its holding company to incur or sustain a loss (including a
      loss of future potential profits) by reason of being obliged to deduct all
      or part of the Facility Amount or the Overdraft from its capital for
      regulatory purposes;






30




then
and in each such case:




(a)
            the
      Bank shall notify the Borrowers in writing of such event promptly upon its
      becoming aware of the same; and




(b)
            the
      Borrowers shall on demand pay to the Bank the amount which the Bank
      specifies (in a certificate setting forth the basis of the computation of
      such amount but not including any matters which the Bank or its holding
      company regards as confidential) is required to compensate the Bank and/or
      (as the case may be) its holding company for such liability to Taxes,
      cost, reduction, payment, foregone return or
  loss.




For the
purposes of this clause 12.2 (a) the Bank may
in good faith allocate or spread costs and/or losses among its assets and
liabilities (or any class thereof) on such basis as it considers appropriate and
(b) "holding company"
means the company or entity (if any) which the consolidated supervision of which
a Bank is included.




12.3
            Exception




Nothing
in clause 12.2 shall entitle the Bank to receive any amount in respect of
compensation for any such liability to Taxes, increased or additional cost,
reduction, payment, foregone return or loss to the extent that the same is the
subject of an additional payment under clause 6.6.




13
            Security
      and set-off




13.1
            Application
      of moneys




All
moneys received by the Bank under or pursuant to any of the Security Documents
and expressed to be applicable in accordance with the provisions of this
clause 13.1 shall be applied by the Bank in the following
manner:




13.1.1
            first
      in or toward payment of all unpaid costs, fees, commissions and expenses
      which may be owing to the Bank under any of the Security
      Documents;




13.1.2
            secondly
      in or towards payment of any arrears of interest owing in respect of the
      Overdraft or any part thereof;




13.1.3
            thirdly
      in or towards repayment of the Overdraft (whether the same is due and
      payable or not);




13.1.4
            fourthly
      in or towards payment to the Bank of any other sums owing to it under any
      of the Security Documents; and




13.1.5
            fifthly
      the surplus (if any) shall be paid to the Borrowers or to whomsoever else
      may be entitled to receive such
surplus.




13.2
            Set-off




Each
Borrower authorises the Bank (without prejudice to any of the Bank's rights at
law, in equity or otherwise), at any time and without notice to the Borrowers,
to apply any credit balance to which such Borrower is then entitled standing
upon any account of that Borrower with any branch of the Bank in or towards
satisfaction of any sum due and payable from the Borrowers or any of them to the
Bank under any of the Security Documents.  For this purpose, the Bank
is authorised to purchase with the moneys standing to the credit of such account
such other currencies as may be necessary to effect such
application.  The Bank shall not be obliged to exercise any right
given to it by this clause 13.2.  The Bank shall notify the
Borrowers forthwith upon the exercise or purported exercise of any right of
set-off giving full details in relation thereto.  Nothing in this
clause 13.2 shall be effective to create a charge or other
Encumbrance.






31




13.3
            Further
      assurance




The
Borrowers undertake that the Security Documents shall both at the date of
execution and delivery thereof and so long as any moneys are owing under any of
the Security Documents be valid and binding obligations of the respective
parties thereto and rights of the Bank enforceable in accordance with their
respective terms and that they will, at their expense, execute, sign, perfect
and do, and will procure the execution, signing, perfecting and doing by each of
the other Security Parties of, any and every such further assurance, document,
act or thing as in the reasonable opinion of the Bank may be necessary or
desirable for perfecting the security contemplated or constituted by the
Security Documents.




13.4
            Conflicts




In the
event of any conflict between this Agreement and any of the other Borrowers'
Security Documents, the provisions of this Agreement shall prevail.




14
            Accounts




14.1
            General




The
Borrowers jointly and severally undertake with the Bank that they
will:




14.1.1
            on
      or before the first Drawdown Date, open each of the Operating Accounts and
      the Overdraft Account; and




14.1.2
            procure
      that all moneys payable to a Borrower in respect of the Earnings of its
      Ship (as defined in the relevant Ship Security Documents) shall, unless
      and until the Bank directs to the contrary pursuant to the relevant Ship
      Security Documents, be paid to the Operating Account relating to such Ship
      Provided however that if any of the moneys paid to any of the Accounts are
      payable in a currency other than Dollars, the Bank shall convert such
      moneys into Dollars at the Bank's spot rate of exchange at the relevant
      time for the purchase of Dollars with such currency and the term "spot rate of exchange"
      shall include any premium and costs of exchange payable in connection with
      the purchase of Dollars with such
currency.




14.2
            Operating
      Accounts: withdrawals




Unless
the Bank otherwise agrees in writing, none of the Borrowers shall be entitled to
withdraw any moneys from its Operating Account at any time from the date of this
Agreement and so long as any moneys are owing under the Security Documents save
that, unless and until a Default shall occur and the Bank shall direct to the
contrary, each Borrower may withdraw moneys from its Operating Account for the
following purposes:




14.2.1
            to
      pay any amount to the Bank in or towards payments of any instalments of
      interest or the instalment of principal or any other amounts then payable
      pursuant to the Security Documents;




14.2.2
            to
      pay the proper and reasonable expenses of its
  Ship;




14.2.3
            to
      pay the proper and reasonable expenses of administering its affairs;
      and




14.2.4
            to
      make any payment of dividends if not prohibited by clause
      8.2.12.




14.3
            Overdraft
      Account: withdrawals




Unless
an Event of Default shall occur and the Bank shall direct to the contrary, the
Borrowers may withdraw moneys from the Overdraft Account (but, in the case of
moneys so withdrawn under the Facility made available hereunder, subject to the
applicable Facility Amount and the other provisions of this Agreement) at any
time for the purposes specified in clause 1.1.






32




14.4
            Application
      of Accounts




At any
time after the occurrence of an Event of Default, the Bank may, without notice
to the Borrowers, apply all moneys then standing to the credit of any Account
(together with interest from time to time accruing or accrued thereon) in or
towards satisfaction of any sums due to the Bank under the Security Documents in
the manner specified in clause 13.1.




14.5
            Deductions




The
Bank shall be entitled (but not obliged) at any time to deduct from the balance
for the time being standing to the credit of any Account all other moneys which
may fall due to be paid to the Bank under the terms of this Agreement and/or the
other Security Documents or otherwise howsoever in connection with the
Overdraft.




14.6
            Pledging
      of Operating Accounts




The
Operating Accounts and all amounts from time to time standing to the credit
thereof shall be subject to the security constituted, and the rights conferred
by, the Operating Account Pledges.




15
            Assignment,
      transfer and lending office




15.1
            Benefit
      and burden




This
Agreement shall be binding upon, and shall enure for the benefit of, the Bank
and the Borrowers and their respective successors in title.




15.2
            No
      assignment by Borrowers




The
Borrowers may not assign or transfer any of their respective rights or
obligations under this Agreement.




15.3
            Assignment
      by Bank




The
Bank may assign all or any part of its rights under this Agreement or under any
of the other Security Documents to any other bank or financial institution (an
"Assignee") without the
prior consent of the Borrowers (the Borrowers consenting to any such assignment
by their execution of this Agreement).




15.4
            Transfer




The
Bank may transfer all or any part of its rights, benefits and/or obligations
under this Agreement and/or any of the other Security Documents to any one or
more banks or other financial institutions (a "Transferee") without the prior
consent of the Borrowers (the Borrowers consenting to any such transfer by their
execution of this Agreement), if the Transferee, by delivery
of such undertaking as the Bank may approve, becomes bound by the terms of this
Agreement and agrees to perform all or, as the case may be, part of the Bank's
obligations under this Agreement.




15.5
            Documenting
      assignments and transfers




If the
Bank assigns all or any part of its rights or transfers all or any part of its
rights, benefits and/or obligations as provided in clause 15.3 or 15.4, the
Borrowers undertake, immediately on being requested to do so by the Bank and at
the cost of the Bank, to enter into, and procure that the other Security Parties
shall enter into, such documents as may be necessary or desirable to transfer to
the Assignee or Transferee all or the relevant part of the Bank's interest in
the Security Documents and all relevant references in this Agreement to the Bank
shall thereafter be construed as a reference to the Bank and/or its Assignee or
Transferee (as the case may be) to the extent of their respective
interests.






33




15.6
            Lending
      office




The
Bank shall lend through its office at the address specified in the definition of
"Bank" in clause 1.2 or
through any other office of the Bank selected from time to time by it through
which the Bank wishes to lend for the purposes of this Agreement.  If
the office through which the Bank is lending is changed pursuant to this
clause 15.6, the Bank shall notify the
Borrowers promptly of such change.




15.7
            Disclosure
      of information




The
Bank may disclose to a prospective assignee, transferee or to any other person
who may propose entering into contractual relations with the Bank in relation to
this Agreement such information about the Borrowers as the Bank shall consider
appropriate.




16
            Notices
      and other matters




16.1
            Notices




Every
notice, request, demand or other communication under this Agreement or (unless
otherwise provided therein) under any of the other Security Documents
shall:




16.1.1
            be
      in writing delivered personally or by first-class prepaid letter (airmail
      if available) or facsimile transmission or other means of
      telecommunication in permanent written
form;




16.1.2
            be
      deemed to have been received, subject as otherwise provided in the
      relevant Security Document, in the case of a letter, when delivered
      personally or three (3) days after it has been put in the post and, in the
      case of a facsimile transmission or other means of telecommunication in
      permanent written form, at the time of despatch (provided that if the date
      of despatch is not a business day in the country of the addressee or if
      the time of despatch is after the close of business in the country of the
      addressee it shall be deemed to have been received at the opening of
      business on the next such business day);
and




16.1.3
            be
      sent:




(a)
            if
      to the Borrowers or any of them at:




c/o
Aegean Bunkering Services Inc.


42
Hatzikiriakou Street


185 38
Piraeus


Greece




Fax
no:             +30
210 458 6243


Attention:          Mrs
Theodora Papadogianni




(b)
            if
      to the Bank at:




Piraeus
Bank A.E.


47-49
Akti Miaouli


Piraeus
185 36


Greece




Fax
No:             +30
210 429 2601


Attention:           Relationship
Manager




or to
such other address and/or numbers as is notified by one party to the other party
under this Agreement.






34




16.2
            No
      implied waivers, remedies
cumulative




No
failure or delay on the part of the Bank to exercise any power, right or remedy
under any of the Security Documents shall operate as a waiver thereof, nor shall
any single or partial exercise by the Bank of any power, right or remedy
preclude any other or further exercise thereof or the exercise of any other
power, right or remedy.  The remedies provided in the Security
Documents are cumulative and are not exclusive of any remedies provided by
law.




16.3
            English
      language




All
certificates, instruments and other documents to be delivered under or supplied
in connection with any of the Security Documents shall be in the English
language or shall be accompanied by a certified English translation upon which
the Bank shall be entitled to rely.




16.4
            Borrowers'
      obligations




16.4.1
            Joint
      and several




Notwithstanding
anything to the contrary contained in any of the Security Documents, the
agreements, obligations and liabilities of the Borrowers herein contained are
joint and several and shall be construed accordingly.  Each of the
Borrowers agrees and consents to be bound by the Security Documents to which it
is, or is to be, a party notwithstanding that any of the other Borrowers which
is intended to sign or to be bound may not do so or may not be effectually bound
and notwithstanding that any of the Security Documents may be invalid or
unenforceable against any of the other Borrowers, whether or not the deficiency
is known to the Bank.




16.4.2
            Borrowers
      as principal debtors




Each
Borrower acknowledges and confirms that it is a principal and original debtor in
respect of all amounts which may become payable by the Borrowers in accordance
with the terms of this Agreement or any of the other Security Documents and
agrees that the Bank may also continue to treat it as such, whether or not the
Bank is or becomes aware that such Borrower is or has become a surety for any of
the other Borrowers.




16.4.3
            Indemnity




The
Borrowers hereby agree jointly and severally to keep the Bank fully indemnified
on demand against all damages, losses, costs and expenses arising from any
failure of any Borrower to perform or discharge any purported obligation or
liability of a Borrower which would have been the subject of this Agreement had
it been valid and enforceable and which is not or ceases to be valid and
enforceable against a Borrower on any ground whatsoever, whether or not known to
the Bank (including, without limitation, any irregular exercise or absence of
any corporate power or lack of authority of, or breach of duty by, any person
purporting to act on behalf of a Borrower (or any legal or other limitation,
whether under the Limitation Acts or otherwise or any disability or death,
bankruptcy, unsoundness of mind, insolvency, liquidation, dissolution, winding
up, administration, receivership, amalgamation, reconstruction or any other
incapacity of any person whatsoever (including, in the case of a partnership, a
termination or change in the composition of the partnership) or any change of
name or style or constitution of any Security Party)).




16.4.4
            Liability
      unconditional




None of
the obligations or liabilities of the Borrowers under this Agreement or any
other Security Document shall be discharged or reduced by reason
of:




(a)
            the
      death, bankruptcy, unsoundness of mind, insolvency, liquidation,
      dissolution, winding-up, administration, receivership, amalgamation,
      reconstruction or other incapacity of any person whatsoever (including, in
      the case of a partnership, a termination or change in the composition of
      the partnership) or any change of name or style or constitution of a
      Borrower or any other person liable;
or






35




(b)
            the
      Bank granting any time, indulgence or concession to, or compounding with,
      discharging, releasing or varying the liability of, a Borrower or any
      other person liable or renewing, determining, varying or increasing any
      accommodation, facility or transaction or otherwise dealing with the same
      in any manner whatsoever or concurring in, accepting, varying any
      compromise, arrangement or settlement or omitting to claim or enforce
      payment from a Borrower or any other person liable;
  or




(c)
            anything
      done or omitted which but for this provision might operate to exonerate
      the Borrowers or any of them.




16.4.5
            Recourse
      to other security




The
Bank shall not be obliged to make any claim or demand or to resort to any
Security Document or other means of payment now or hereafter held by or
available to it for enforcing this Agreement or any of the other Security
Documents against a Borrower or any other person liable and no action taken or
omitted by the Bank in connection with any such Security Document or other means
of payment will discharge, reduce, prejudice or affect the liability of the
Borrowers under this Agreement and the other Security Documents to which any of
them is, or is to be, a party.




16.4.6
            Waiver
      of Borrowers' rights




Each
Borrower agrees with the Bank that, from the date of this Agreement and so long
as any moneys are owing under any of the Security Documents and while the
Facility is available, it will not, without the prior written consent of the
Bank:




(a)
            exercise
      any right of subrogation, reimbursement and indemnity against any of the
      other Borrowers or any other person liable;
or




(b)
            demand
      or accept repayment in whole or in part of any Indebtedness now or
      hereafter due to such Borrower from any of the other Borrowers or from any
      other person liable or demand or accept any guarantee, indemnity or other
      assurance against financial loss or any document or instrument created or
      evidencing an Encumbrance in respect of the same or dispose of the same;
      or




(c)
            take
      any steps to enforce any right against any of the other Borrowers or any
      other person liable in respect of any such moneys;
  or




(d)
            claim
      any set-off or counterclaim against any of the other Borrowers or any
      other person liable or claiming or proving in competition with the Bank in
      the liquidation of any of the other Borrowers or any other person liable
      or have the benefit of, or share in, any payment from or composition with,
      any of the other Borrowers or any other person liable or any other
      Security Document now or hereafter held by the Bank for any moneys owing
      under any of the Security Documents or for the obligations or liabilities
      of any other person liable but so that, if so directed by the Bank, it
      will prove for the whole or any part of its claim in the liquidation of
      any of the other Borrowers or other person liable on terms that the
      benefit of such proof and all money received by it in respect thereof
      shall be held on trust for the Bank and applied in or towards discharge of
      any moneys owing under any of the Security Documents in such manner as the
      Bank shall deem appropriate.




17
            Governing law and jurisdiction




17.1
            Law




This
Agreement is governed by, and shall be construed in accordance with, English
law.






36




17.2
            Submission
      to jurisdiction




The
Borrowers agree, for the benefit of the Bank, that any legal action or
proceedings arising out of or in connection with this Agreement against the
Borrowers or any of them or any of their assets may be brought in the English
courts.  Each of the Borrowers irrevocably and unconditionally submits
to the jurisdiction of such courts and irrevocably designates, appoints and
empowers Riches Consulting presently of Old Jarretts Farmhouse, Brantridge Lane,
Balcombe, West Sussex RH17 6JR, England to receive for it and on its behalf,
service of process issued out of the English courts in any such legal action or
proceedings.  The submission to such jurisdiction shall not (and shall
not be construed so as to) limit the right of the Bank to take proceedings
against the Borrowers or any of them in the courts of any other competent
jurisdiction nor shall the taking of proceedings in any one or more
jurisdictions preclude the taking of proceedings in any other jurisdiction,
whether concurrently or not.  The parties further agree that only the
Courts of England and not those of any other State shall have jurisdiction to
determine any claim which the Borrowers or any of them may have against the Bank
arising out of or in connection with this Agreement.




17.3
            Contracts
      (Rights of Third Parties) Act 1999




No term
of this Agreement is enforceable under the Contracts (Rights of Third Parties)
Act 1999 by a person who is not a party to this Agreement.




IN WITNESS whereof the
parties to this Agreement have caused this Agreement to be duly executed on the
date first above written.






37









SIGNED by Y.
      KOUMBIADOU
              for
      and on behalf of
              MILOS
      I MARITIME INC.
            )
              )
              )
            /s/
      Y. KOUMBIADOU
              Attorney-in-FactSIGNED by Y.
      KOUMBIADOU
              for
      and on behalf of
              BALDWIN
      MANAGEMENT CO.
            )
              )
              )
            /s/
      Y. KOUMBIADOU
              Attorney-in-factSIGNED by Y.
      KOUMBIADOU
              for
      and on behalf of
              VERA
      NAVIGATION S.A.
            )
              )
              )
            /s/
      Y. KOUMBIADOU
              Attorney-in-factSIGNED by M.
      YOURYI
              and
      by J. DALLAS
              for
      and on behalf of
              PIRAEUS
      BANK A.E.
            )
              )
              )
              )
              )
            /s/
      M. YOURYI
              Authorised
      Signatory
              
              /s/
      J. DALLAS
              Authorised
      Signatory











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