d1075535_ex4-29.htm


    EXHIBIT
4.29

    


    
      	 
      	  	 
      
	 
      	
              CORPORATE
      & INVESTMENT BANKING - Energy and
      Commodities

            	 
      


    

    


    


    AEGEAN
MARINE PETROLEUM SA

     

    UNCOMMITTED
DEMAND TRADE FINANCE BORROWING BASE FACILITY AGREEMENT

     

    USD
100 MILLION

     

    SUMMARY OF TERMS AND CONDITIONS
GOVERNED BY THE GENERAL CONDITIONS RELATING TO TRADE FINANCE BETWEEN BNP PARIBAS
AND CUSTOMERS AND THE VARIOUS SECURITY DOCUMENTS SIGNED ON
...

     

    BNP
Paribas's General Conditions Related to Trade Finance entered into between BNP
Paribas and the Borrower on November 19th,
2009 (the "General
Conditions") shall to the fullest
extent possible apply mutatis mutandis to this Agreement (this "Agreement"), the Borrower, the Guarantor
and the transactions contemplated herein.

     

    In case
of any conflict between the terms and conditions of the General Conditions and
those of this Agreement, the terms and conditions of this Agreement shall
prevail.

     

    
      	
              Borrower

            	
              Aegean
      Marine Petroleum SA, a limited liability company incorporated under the
      laws of Liberia, having its registered office at 80, Broad Street,
      Monrovia, Liberia ("Aegean") or (the "Borrower").

            
	 
      	 
      
	
              Guarantor

            	
              Aegean
      Marine Petroleum Network Inc, a limited liability company incorporated
      under the laws of Marshall Islands, having its registered office at Trust
      Company Complex, Ajeltake Road, Ajeltake Island, Majuro, 1V11-1 96960,
      Marshall Islands (the "Guarantor").

            
	 
      	 
      
	
              Lending
      Bank

            	
              BNP
      Paribas, Paris (the "Bank" or "BNP
      Paribas").

            
	 
      	 
      
	
              Facility
      Type

            	
              Uncommitted
      Demand Trade Finance Borrowing Base Secured Facility (the "Facility") Borrowing Base and
      Short Term Storage Secured Facility

            
	 
      	 
      
	 
      	
              "Uncommitted"
      means that the decision to make available any Accommodation (as defined
      hereinafter) shall be made by BNP Paribas in its absolute and sole
      discretion and irrespective of whether or not the Borrowers is in
      compliance with any guidelines set forth in this Agreement. "Secured"
      means that any Accommodation to be secured by pledged assets as described
      under paragraph Security / Collateral

            
	 
      	 
      
	
              Facility
      Maximum Amount

            	
              The
      total maximum amount available to the Borrower under the Facility shall be
      USD 100,000,000
      (One Hundred Million United States Dollars) (the "Facility Maximum
      Amount").

            
	 
      	 
      
	
              Validity

            	
              The
      Facility shall be available on an uncommitted basis, upon satisfaction of
      all Conditions Precedent from the later of the signing date of the
      Agreement and the date upon which the Bank has confirmed that it has
      received Credit and Compliance Committee approval (as notified in writing
      by the Bank to the Borrower) until 2nd
      November 2010 (the "Termination Date") and subject to the
      Bank's normal credit review
procedures.

            


    


    
      
         


      

      
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                CORPORATE
      & INVESTMENT BANKING - Energy and
      Commodities

              	 
      


      

      
 

    

    
      	
              Availability

            	
              The
      Facility shall be available for :

            
	 
      	 
      	 
      
	 
      	
              ●

            	
              The
      issuance of Stand-by Letters of Credit ("SBLC" or "SBLCs") and Documentary
      Letters of Credit ("L/C" or "LCs") payable at sight or on a deferred
      payment basis. The maximum tenor of such LCs shall be limited to 90
      days.

            
	 
      	 
      	 
      
	 
      	
              ●

            	
              The
      financing, through overdraft (each an "Overdraft") or short term advances
      (each a "Fixed Term Advance"), of negative cash flow arising from the
      payment of the Commodities either under an LC or in open account and of
      any costs, related to its trading and marketing
  activity.

            
	 
      	 
      
	 
      	
              Any
      LC, SBLC, Overdraft and Fixed Term Advance, may be referred to as
      "Accommodation" and collectively as "Accommodations". Any Accommodation
      shall be secured by the Securities described under paragraph Security /
      Collateral.

            
	 
      	 
      
	
              Purpose
      / Modus Operandi
      / Covenants

            	
              To
      finance the day to day purchases of petroleum products necessary for
      Aegean's bunkering and trading activity, for the supply of products to its
      portfolio of clients.

            
	 
      	 
      
	 
      	
              These
      needs include the opening of SBLCs and/or LCs in favour of suppliers,
      and/or the payment of pods, relayed by the financing of Aegean's day to
      day working capital needs, pending the collection of its normal trade
      receivables.

            
	 
      	 
      
	 
      	
              Borrowing
      Base:

            
	 
      	 
      
	 
      	
              Modus
      Operandi:

            
	 
      	
              The
      aggregate amount available for any Accommodation under the Facility at any
      time shall be the lower of the (i) Facility Maximum Amount (as reduced
      from time to time by Accommodations disbursed or to be disbursed
      hereunder) and the (ii) Borrowing Base Available Amount (as defined
      below)

            
	 
      	 
      
	 
      	
              The
      borrowing base available amount (the "Borrowing Base Available
      Amount") shall be equal to
      the aggregate expressed in US Dollars equivalent of the following
      assets:

            
	 
      	
              1.

            	
              90%
      of the Eligible Receivables, and

            
	 
      	
              2.

            	
              100%
      of the portion of the cash collateral amount beyond 5% of the overall
      Facility utilisation, and,

            
	 
      	
              3.

            	
              75%
      of the marked-to-market value of the Fuel Oil and Gas Oil (The "Products"), stored or to be stored
      in a storage facility acceptable to the Bank and pledged in favour of the
      Bank for a net maximum amount of USD 20,000,000;

            
	 
      	 
      
	 
      	
              It
      is hereby agreed that until such time (i) that the Borrower and the Bank
      shall have entered into the General Pledge of Goods (as defined in the
      section "Legal documentation") and (ii) the Products are effectively
      pledged in favour of the Bank pursuant to a pledge agreement or charge
      governed by the laws of the country in which the Products are stored or to
      be stored and which is valid, binding and enforceable against the
      Borrower, in form and substance acceptable to the Bank, the value of the
      Products shall not be included in the calculation of the Borrowing Base
      Available Amount.

            
	 
      	 
      
	 
      	
              Should
      the need be, for and after the opening of SBL/Cs and L/Cs only, the
      capacity to have a USD 1,500,000 shortfall of collateral (the "Transitory
      Sub-limit") to be cured within
      ten calendar days after the SBLC/LC issuance as evidenced by the customer
      by means of receivables payment schedule and undertaking, accepted by and
      assigned in favour of the Bank, as declared by the Borrower to the
      Bank.

            


    


    
      
         


      

      
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                CORPORATE
      & INVESTMENT BANKING - Energy and
      Commodities

              	 
      


      

      
 

    

    
      	 
      	
              The
      maximum credit terms given to any individual counterparty shall be 45 days
      from delivery of the products. Inventories will only be financed up to 30
      days from the date such inventories are delivered to the storage facility.
      The Products in transit / to be stored will only be financed up to 10
      calendar days from the Bill of Lading date.

            
	 
      	 
      
	 
      	
              "Receivable" means any trade
      receivable, book debt or other payment obligation due to the Borrower
      under any commercial transaction from the counterparty to such transaction
      (a "Counterparty").

            
	 
      	 
      
	 
      	 
      	
              A
      Receivable will become an Eligible Receivable if it is a
      receivable:

            
	 
      	 
      	 
      
	 
      	 
      	
              a.  which
      is a bona fide, existing, legally binding, enforceable and irrevocable
      obligation of any buyer

            
	 
      	 
      	 
      
	 
      	 
      	
              b.  which
      is freely assignable (or if not assignable without the consent of the
      buyer, such consent has been obtained to the satisfaction of the
      Bank);

            
	 
      	 
      	 
      
	 
      	 
      	
              c.  which
      is not subject to any (i) security, (ii) interest of any other person
      (other than the Borrower) under any conditional sale agreement or title
      retention or reservation agreement (or any arrangement having
      substantially the same economic effect as any conditional sale agreement
      or title retention or reservation agreement) or possessory
      claims;

            
	 
      	 
      	 
      
	 
      	 
      	
              d.  in
      respect of which there exists no agreement between the Borrower and such buyer
      for set-off or for abatement or otherwise whereby the amount of
      such receivable may be reduced;

            
	 
      	 
      	 
      
	 
      	 
      	
              e.  in
      respect of which the Borrower is not in breach of its obligations to such
      Buyer under the terms of the relevant commercial
    transaction;

            
	 
      	 
      	 
      
	 
      	 
      	
              f.  which
      is not subject to any dispute or claim whatsoever (whether justifiable or
      not);

            
	 
      	 
      
	 
      	
              Each
      Eligible Receivable shall be validly assigned to the Bank under the Deed
      of Assignment or any other security agreement duly perfected. Any assigned
      Eligible Receivable which has not been paid at the Bank's counters within
      a maximum of 10 days from its due date shall be automatically excluded
      from any calculation of the Borrowing Base Available
    Amount.

            
	 
      	 
      
	 
      	
              The
      total amount of assigned Eligible Receivables in respect of any
      Counterparty shall not exceed the net amount of USD 2,500,000 (the "Eligible Limit") at any given time,
      unless payment of any such Eligible Receivable is made by way of payment
      instrument acceptable to BNP Paribas (with such acceptance by BNP Paribas
      evidenced in writing) including but not limited to: export documentary
      letters of credit and/or export stand-by letters of credit and/or export
      bank guarantees and/or purchase confirmation/payment undertakings issued
      by Counterparties acceptable to BNP Paribas. It is understood and agreed
      that this is for guidance only and may be reviewed from time to time by
      the Bank to be in line with the perceived credit risk at a given moment.
      On a case by case basis, BNP Paribas and the Borrower may agree that the
      Borrower may assign Eligible Receivables in excess of the Eligible Limit.
      Any such agreement shall be evidenced in writing between the
      parties.

            
	 
      	 
      
	 
      	
              The
      Bank may notify directly, from time to time, a Counterparty that the
      Borrower has assigned by way of security any Eligible Receivable owed by
      such Counterparty in favour of the Bank, and shall request its
      acknowledgement as to the amounts due and such Counterparty's undertaking
      to pay such amounts to the Bank or, at the discretion of the Bank, to the
      account of

            


    


    
      
         


      

      
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                CORPORATE
      & INVESTMENT BANKING - Energy and
      Commodities

              	 
      


      

      
 

    

    
      	 
      	 
      
	 
      	
              the
      Borrower with the Bank. The Bank agrees to inform the Borrower of its
      intention to notify a Counterparty before any such notification is
      made.

            
	 
      	 
      
	
              Repayment

            	
              The
      Borrower shall repay on demand each Overdraft made available to it
      hereunder.

            
	 
      	 
      
	 
      	
              The
      Borrower shall repay each Fixed Term Advance on the earlier of (i) the
      maturity date agreed between the Bank and the Borrower at the time of such
      Fixed Term Advance and (ii) the Termination Date.

            
	 
      	 
      
	 
      	
              The
      Borrower shall immediately prepay an amount equal to any amount by which
      the aggregate amount outstanding of the Accommodations exceeds the
      Facility Maximum Amount at any time.

            
	 
      	 
      
	 
      	
              All
      amounts then outstanding under this Agreement shall be repaid in full on
      the Termination Date.

            
	 
      	 
      
	 
      	
              The
      Borrower hereby irrevocably authorises the Bank to debit account n° 340I4D
      in the Borrower's name held with the Bank by an amount equal to any amount
      due to the Bank pursuant to this Agreement.

            
	 
      	 
      
	 
      	
              In
      the event the repayment date of any LC or SBLC extends beyond the
      Termination Date and this Facility is not renewed, the Borrower shall, on
      the Termination Date, pay into an account designated by the Bank an amount
      corresponding to the sums outstanding related to such LC or SBLC or repay
      any such outstanding in relation to such LC or SBLC.

            
	 
      	 
      
	
              Borrowing
      Base Fees

            	
              SBLC Opening Fee: 0.25 % per indivisible quarter
      calculated on the maximum amount of the SBLC or payment in cancellation of
      such SBLC

            
	 
      	
              L/C Opening Fee: 0.125 %
      per indivisible quarter calculated on the maximum amount of the LC or
      payment in the frame of such LC.

            
	 
      	
              Open Account Payments Fee: 0.075% flat on payment
      amount.

            
	 
      	
              SBLC or L/C Negotiation
      Fee: Flat USD 1,000 per Accommodation.

            
	 
      	
              Transfer fee : USD 50
      flat per payment

            
	 
      	
              LC Advising fee : USD
      750 flat

            
	 
      	
              Amendment fee : USD 200
      flat per amendment

            
	 
      	 
      
	
              Facility

              Management
      Fees

            	
              0.10%
      per annum calculated on the Maximum Facility Amount, payable quarterly in
      arrears

            
	
              Fixed
      Term

              Advance
      Rate

            	
              The
      aggregate of :

            
	 
      	
              ●

            	
              The
      Bank's Cost of Funds, and

            
	 
      	
              ●

            	
              the
      Margin.

            
	 
      	 
      
	 
      	
              Interest
      is payable at maturity of such Fixed Term Advance.

            
	 
      	 
      
	 
      	
              The
      Bank's Cost of Funds shall mean the percentage rate per annum (rounded
      upwards to four decimal places) determined by the Bank at its discretion,
      on a case by case basis, to be its cost of funding the Fixed Term Advance
      from whatever source it may select, and for a period comparable to the
      tenor of the Fixed Term Advance on a case by case basis and in
      consideration of the tenor of the Fixed Term Advance.

            
	 
      	 
      
	
              Overdraft
      rate

            	
              The
      aggregate of :

            
	 
      	
              ●

            	
              The
      BNP Paribas overnight rate for US Dollars,

            
	 
      	
              ●

            	
              And
      the Margin.

            


    


    
      
         


      

      
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                CORPORATE
      & INVESTMENT BANKING - Energy and
      Commodities

              	 
      


      

       

    

    
      	
              Margin

            	
              2 %
      per annum.

            
	 
      	 
      
	
              Tenor

            	
              90
      days

            
	 
      	 
      
	
              Security/Collateral

            	
              Any
      Accommodation shall be secured by assets being a combination of first
      ranking security in respect of cash and floating (through the issuance of
      bills of lading endorsed to the order of the Bank) and in-land
      inventories, assigned proceeds of insurance policies (and BNP Paribas
      being named as loss payee on cargo insurance policies) and any other
      collateral that may be accepted by the Bank in order to finance any
      Accommodation under the Facility.

            
	 
      	 
      
	 
      	
              In
      addition, pursuant to a cash collateral agreement subject to French law to
      be entered into by the Bank and the Borrower (the "Cash Collateral
      Agreement"),
      the Borrower shall provide at all times cash collateral (gage-espéces) of USD
      5,000,000 in favour of the Bank

            
	 
      	 
      
	
              Legal
      documentation

            	
              1 -
      This Agreement duly executed;

            
	 
      	 
      
	 
      	
              2-
      BNP Paribas' General Conditions Relating to Trade Finance, along with
      Annexes, including, but not limited to :

            
	 
      	
              >

            	
              General
      Letter of Instructions.

            
	 
      	
              
                >

              

            	
              Current
      Account Agreement.

            
	 
      	
              
                >

              

            	
              Pledge
      of Balance of Account.

            
	 
      	
              
                >

              

            	
              Deed
      of Assignment

            
	 
      	
              
                >

              

            	
              Power
      of Attorney

            
	 
      	
              
                >

              

            	
              Subrogation
      receipt

            
	 
      	 
      
	 
      	
              Notwithstanding
      Clause IX of the General Conditions, the parties agree that the Borrower
      shall have no obligation to execute and provide BNP Paribas with the
      General Pledge of Goods Agreement in the form set out in Annex 6 of the
      General Conditions (the "General Pledge of
      Goods").

            
	 
      	 
      
	 
      	
              3.
      Cash collateral Agreement subject to French law in form and substance
      satisfactory to BNP Paribas duly executed.

            
	 
      	 
      
	 
      	
              4-
      First Demand Guarantee subject to French law to be issued by the Guarantor
      in favour of the Bank in a form satisfactory to the Bank (the "First Demand
      Guarantee");

            
	 
      	 
      
	 
      	
              The
      Deed of Assignment, the Pledge of Balance of Account and the Cash
      Collateral Agreement are collectively defined as the "Security
      Documents".

            
	 
      	 
      
	 
      	
              The
      General Conditions and the Security Documents are collectively defined as
      the "Finance
      Documents".

            
	 
      	 
      
	
              Financial
      Covenants

            	
              The
      Borrower shall at all times comply with the following ratio based on its
      annual audited consolidated accounts and quarterly combined
      statements:

            
	 
      	 
      
	 
      	 
      	
              -
      Minimum Net Equity Base shall not be less than USD 80
    Million

            
	 
      	 
      
	 
      	
              The
      Guarantor shall at all times comply with the following ratio based on its
      annual audited consolidated accounts and quarterly combined statements and
      undertakings:

            


    


    
      
         


      

      
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                  CORPORATE
      & INVESTMENT BANKING - Energy and
      Commodities

                	 
      


        

         

      



    
      	 
      	 
      	
              -
      The listing of the Guarantor at the New York Stock Exchange shall be
      maintained at all times

            
	 
      	 
      	
              -
      Net Equity Base shall not be less than USD 180 Million

            
	 
      	 
      	
              -
      Minimum current ratio shall be 1.15 with a minimum working capital need of
      USD 50 Million

            
	 
      	 
      	 
      
	
              Events
      of Default

            	
              Each of the events or
      circumstances expressed to be "Events of Default" under Clause X of the
      General Conditions and any reference to "Finance Documents" shall be
      deemed to include this Agreement and any other document referred to
      herein;

            
	 
      	 
      
	 
      	
              Notwithstanding
      the contents of Clause X of the General Conditions,

            
	 
      	
              No
      Event of Default will occur if (i) the aggregate amount of any
      indebtedness or any payment or performance obligation owed by the
      Borrower, the Guarantors or any of their subsidiary to a third party
      falling within paragraph (iii) of Clause X of the General Conditions is
      less than USD 100,000 (or its equivalent in any other currency or
      currencies).

            
	 
      	 
      
	
              Transaction
      Guidelines

            	
              Transaction
documentation

            
	 
      	
              The
      Borrower shall provide the Bank with all relevant purchase contracts and
      their subsequent amendment for each Accommodation.

            
	 
      	
              At
      the Bank's request, the Borrower shall provide the Bank with its invoices
      to its clients and assigned in favor of the Bank, and/or its sale
      contracts.

            
	 
      	
              The
      Borrower shall provide the Bank with a copy of its relevant cargo marine,
      insurance policy and extensions if any, and evidence that the Bank is
      named loss payee under such insurance policies.

            
	 
      	 
      
	 
      	
              Transaction Information

            
	 
      	
              At
      the Bank's request, the Borrower shall provide the Bank with all details
      concerning the status of the transaction financed and subject to
      Accommodation. Such information should include shipping dates, loading
      range, purchase value, price and freight payment.

            
	 
      	
              At
      the Bank's request, the Borrower shall provide the Bank with information
      on financial statements of the buyers if available.

            
	 
      	 
      
	 
      	
              Storage Information
      Documentation

            
	 
      	
              At
      the Bank's request, but at least on a weekly basis, the Borrower shall
      provide the Bank with a weekly storage position evidencing the Products
      remaining in storage.

            
	 
      	 
      
	 
      	
              Borrowing Base
  Information

            
	 
      	
              The
      Borrower shall provide the Bank with a Borrowing Base Report (the "BBR") detailing the
      Eligible Receivables. For each category of Eligible Receivables, the
      Borrower should indicate the amount of past due Eligible Receivables to be
      excluded from the BBR calculation. The BBR shall be provided at the Bank's
      request but at least on a weekly basis.

            
	 
      	
              All
      Eligible Receivables shall be payable to the Borrower's account with the
      Bank.

            
	 
      	
              Insurance
      Certificate should state that the Bank is loss payee under the Borrower's
      cargo marine.

            
	 
      	 
      
	
              Conditions
      precedent

            	
              The
      Facility shall at all times remain uncommitted with no obligation upon the
      Bank whatsoever to make funds
      available to the Borrower. Any Accommodation which -the Bank decides in
      its sole discretion to make available to the Borrower shall be subject to
      the conditions precedent, including, but not limited
  to:

            


    


    
      
         


      

      
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      & INVESTMENT BANKING - Energy and
      Commodities

                	 
      


        

         

      

    

    


    
      	 
      	
              ●

            	
              The
      Borrower and the Guarantor's constitutional documents : By-laws, Statutes,
      certificate of incorporation, trade licence etc;

            
	 
      	
              ●

            	
              This
      Agreement duly executed by the Borrower, the Guarantor and the
      Bank;

            
	 
      	
              ●

            	
              Borrower's
      Board Resolution authorizing the signature and performance by the Borrower
      of the Finance Documents and giving powers to relevant signatories (as
      defined hereunder);

            
	 
      	
              ●

            	
              The
      Guarantor's board resolutions authorizing the signature by the Guarantor
      of the First Demand Guarantee and giving powers to relevant
      signatories

            
	 
      	
              ●

            	
              Legal
      opinion and certificate of good standing in connection with the Guarantor
      from a law firm of good repute in the relevant country of incorporation of
      the relevant Guarantor and confirming (i) the enforceability and validity
      of the First Demand Guarantee signed by the Guarantor and (ii) the
      corporate power and authority of such Guarantor to execute and perform the
      First Demand Guarantee .

            
	 
      	
              ●

            	
              Satisfactory
      completion of due diligence on the Borrower and
  Guarantor;

            
	 
      	
              ●

            	
              Receipt
      of latest audited financials report relating to the Borrower and Guarantor
      satisfactory to the Bank;

            
	 
      	
              ●

            	
              No
      Event of Default or potential Event of Default having
      occurred;

            
	 
      	
              ●

            	
              Legal
      opinion issued from a law firm of good repute located in the country of
      incorporation of the Borrower, confirming (i) the Borrower is authorised
      to open an account with the Bank (ii) the enforceability and validity of
      the General Conditions and any and all Finance Documents signed by the
      Borrower, and (iii) the corporate power and authority of the Borrower to
      execute and deliver the Finance Documents to which it is a
      party;

            
	 
      	
              ●

            	
              Representations
      and warranties being true and correct as stated in the General
      Conditions;

            
	 
      	
              ●

            	
              Execution
      of all Finance Documents;

            
	 
      	
              ●

            	
              Execution
      and delivery of the First Demand Guarantee by the
  Guarantor

            
	 
      	
              ●

            	
              Perfection
      of the Bank's security interest under any security/collateral documents in
      all appropriate jurisdictions;

            
	 
      	
              ●

            	
              Legal
      Opinion issued from a law firm of good repute confirming the absence of
      conflict on securities between the various credit facilities of the
      Borrower and securities under the Finance Documents

            
	 
      	
              ●

            	
              Credit
      Committee Approval

            
	 
      	
              ●

            	
              Compliance
      Committee Approval

            
	 
      	 
      
	
              Financial
      Information

            	
              The
      Borrower shall provide the Bank with Audited Accounts of Aegean Marine
      Petroleum Network Inc., to be received within 90 days maximum of each
      financial year end, and Mid-Year Management Accounts to be received within
      60 days of the end of each semester.

            
	 
      	 
      
	
              Expenses

            	
              All
      legal expenses (including any perfection or formality requirements) as
      well as any taxes or stamp duty of any kind (if any) incurred by the Bank
      in the preparation, negotiation and execution (whether effective or not)
      of the Facility or in connection with the consideration of any amendment,
      waiver or consent requested by the Borrower or with the enforcement or
      preservation of rights under the Facility, including the Bank's counsel's
      costs, shall be promptly paid by the Borrower on demand and shall be for
      the account of the Borrower.

            
	 
      	 
      
	
              Governing
      law and jurisdiction

            	
              Notwithstanding
      Clause XVI (Applicable Law — Competent Courts) of the General Conditions,
      this Agreement shall be governed by and construed in accordance with the
      laws of England. Notwithstanding Clause XVI (Applicable Law — Competent
      Courts) of the General Conditions, the English courts shall have exclusive
      jurisdiction to settle any dispute arising out of or in connection with
      this Agreement (including a dispute regarding the existence, validity or
      termination of this Agreement) and the each of the Obligors irrevocably
      submits, for the Bank's

            


    


    
      
         


      

      
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                  CORPORATE
      & INVESTMENT BANKING - Energy and
      Commodities

                	 
      


        

         

      

    

    


    
      	 
      	
              sole
      benefit, to the jurisdiction of such courts. The Borrower hereby appoints
      Riches Consulting of Old Jarretts Farmhouse, Brantridge Lane, Balcombe,
      West Sussex, RH 17 6 JR, United Kingdom as its agent for service of
      process in relation to any proceedings before the English courts in
      connection with this Agreement and agrees that failure by a process agent
      to notify it of the process will not invalidate the proceedings
      concerned.

            
	 
      	 
      


    

    This
Agreement supersedes any and all prior facility letters and/or similar
agreements and arrangements, whether written or oral, relating to the subject
matter hereof and shall apply, as from the date hereof, to any outstanding
Accommodations entered into between the Borrower and the Bank prior to the date
hereof

     

    Signed in
two originals, the 19th day of November 2009.

     

    
      	 
      	 
      	 
      
	 
      	 
      	 
      
	
              /s/
      Illegible

            	 
      	
              /s/
      Spyros Gianniotis

            
	
              BNP
      Paribas

            	 
      	
              Aegean
      Marine Petroleum SA

            
	 
      	 
      	 
      
	/s/
      Christophe Salmon  	 
      	/s/
      Gregoris Robolaksi  
	 
      	 
      	 
      


    

    



    
      
         


      

      
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