Exhibit 10.35


 


	
  11 September 2006

  	
  

  



 


	
  STRICTLY PRIVATE &
  CONFIDENTIAL

  	
  GLOBAL BANKING & MARKETS

  
	
   

  	
  Shipping—Piraeus Branch

  
	
   

  	
  Akti Miaouli 45

  
	
   

  	
  PO Box 80177

  
	
   

  	
  185 10 Piraeus

  
	
  Aegean Marine Petroleum Network
  Inc.

  	
  Telephone: +30 210 459
  6500

  
	
  c/o
  Aegean Marine Petroleum SA

  	
  Facsimile: +30 210 459
  6600

  
	
  42 Hatzikiriakou Avenue

  	
  www.rbs.com

  
	
  185 38 Piraeus

  	
   

  



 


Attention: Mr. Dimitris Melissanidis


 


 


 


Dear Sirs


 


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


 


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


 


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


 


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


 


	
   

  	
  The Royal Bank of Scotland plc.

  
	
   

  	
  Registered in Scotland No. 90312.

  
	
   

  	
  Registered Office: 36 St Andrew Square,

  
	
   

  	
  Edinburgh EH2 2YB.

  



 


 

















 


 


This offer will remain open for acceptance
until 13 October 2006; if no acceptance is received by that date, the offer
shall be automatically cancelled and no longer available for acceptance.


 


Yours faithfully


 


For THE ROYAL BANK OF SCOTLAND plc


 


	
  /s/ Nick Smith

  	
   

  	
  /s/ Fortis Bratimos

  
	
  Nick Smith

  	
   

  	
  Fortis Bratimos

  
	
  Ship Finance Director

  	
   

  	
  Director, Ship Finance

  



 


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


 


	
  For

  	
  Aegean Marine Petroleum
  Network Inc.

  	
  Name

  	
  Spyros Fokas

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed

  	
  /s/ Spyros Fokas

  	
   

  	
  Position

  	
  Director, General Counsel

  
	
   

  	
   

  	
   

  	
   

  	
  & Corporate Secretary

  
	
  Date

  	
  25-10-2006

  	
   

  	
   

  	
   

  



 


2

















 





 


APPENDIX
TO OFFER LETTER DATED 11 SEPTEMBER 2006 ADDRESSED TO

AEGEAN MARINE PETROLEUM NETWORK INC.


SUMMARY
OF TERMS AND CONDITIONS FOR A CREDIT FACILITY


OF
US$183,400,000


 


	
  Borrower:

  	
   

  	
  Aegean
  Marine Petroleum Network Inc.

  
	
   

  	
   

  	
   

  
	
  Security
  Parties:

  	
   

  	
  The
  Borrower and each other party granting the Security referred to below.

  
	
   

  	
   

  	
   

  
	
  Bank:

  	
   

  	
  The
  Royal Bank of Scotland plc.

  
	
   

  	
   

  	
   

  
	
  Type
  of Facility:

  	
   

  	
  A
  Credit Facility comprising of a Letter of Guarantee and/or Letter of Credit
  line, an Overdraft Facility and a Term Loan Facility with associated swap
  (together herein called the “Facility”).

  
	
   

  	
   

  	
   

  
	
  Facility
  Amount:

  	
   

  	
  Up
  to US$183,400,000 (United States Dollars One Hundred Eighty Three Million
  Four Hundred Thousand)

  
	
   

  	
   

  	
   

  
	
  Purpose:

  	
   

  	
  The
  Facility to be utilised as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  up
  to US$100,000,000 to provide a Letter of Guarantee and/or Letter of Credit
  line the (“LG/LC Line”) for the needs of
  the Borrower and its subsidiaries (the “Aegean Group”);

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  up
  to US$50,000,000 to provide a revolving overdraft facility (the “Overdraft”) to be utilised for working capital purposes;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
  up
  to US$33,400,000 to finance 80% of the delivered cost of 5 newbuilding
  double-hull oil tankers of about 3,800 dwt each (the “Newbuildings”
  and each a “Newbuilding”), to be constructed
  at Fujian Southeast Shipyard in Fuzhou, Fujian, China, and due for delivery
  between December 2006 and January 2008 (the “Newbuilding
  Facility”).

  
	
   

  	
   

  	
   

  	
   

  
	
  Term:

  	
   

  	
  (i)

  	
  The
  LG/LC Line and (ii) the Overdraft, to be available for a period of up to 2
  years from the date of signing of the Facility Agreement which is to be not
  later than 31 December 2006.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
  The
  Newbuilding Facility shall have a Term of 12 years from delivery of each
  Newbuilding.

  
	
   

  	
   

  	
   

  
	
  Drawdown/Availability

  	
   

  	
  Subject
  to the successful completion of the Initial Public Offering (“IPO”) of the Borrower for an amount of not less than US$175,000,000
  on the New York Stock Exchange and ongoing compliance with all commercial and
  financial covenants, the Facility will be available as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

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

  



 


3

















 


	
   

  	
   

  	
  (iii)

  	
  The
  Newbuilding Facility will be available in 5 Tranches (one per Newbuilding)
  each to be drawn in 4 Advances of US$417,500 (steel cutting), US$1,252,500
  (keel laying), US$1,252,500 (launching) and US$3,757,500 (delivery),
  respectively.

  
	
   

  	
   

  	
   

  
	
  Interest
  Margin:

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Interest
  on the Newbuilding Facility is to be charged at 1.15% p.a. over US dollar
  LIBOR for interest periods of 3 or 6 months (as, subject to availability,
  selected by the Borrowers) or such other agreed (in our absolute discretion)
  interest periods.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  An
  interest rate swap facility will be made available to the Borrower to fix the
  interest rate on the Newbuilding Facility subject to ISDA documentation.

  
	
   

  	
   

  	
   

  
	
  Letter
  of Guarantee/ Letter of Credit commission:

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Standby
  LCs

  
	
   

  	
   

  	
  —transaction
  related 0.625% p.a.

  
	
   

  	
   

  	
  —direct
  credit substitutes 1.15 p.a.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Documentary
  LCs—0.25% p.a.

  
	
   

  	
   

  	
  US$500
  issuance fee on all letters of credit issued under the facility

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Letters
  of Guarantee—0.625% p.a.

  
	
   

  	
   

  	
   

  
	
  Arrangement
  Fee:

  	
   

  	
  US$50,000
  payable upon acceptance of our Offer Letter with a further US$325,000 payable
  upon the date of signing of the Facility Agreement, latest 31 December 2006.

  
	
   

  	
   

  	
   

  
	
  Commitment
  commission:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Repayments:

  	
   

  	
  (i)

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  Each
  Tranche of the Newbuilding Facility will be repaid by 47 quarterly instalments
  of US$140,000 each, followed by one instalment of US$100,000, commencing 3
  months from delivery of each Newbuilding.

  
	
   

  	
   

  	
   

  
	
  Operating
  Accounts:

  	
   

  	
  To
  be held with the Bank to which the earnings of the Ships shall be credited.

  
	
   

  	
   

  	
   

  
	
  Retention
  Account:

  	
   

  	
  N/A

  



 


4

















 


	
  Security:

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  m/t “Aegean Hellas”, a
  1982 built single-hull tanker of 91,741 dwt

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  First priority
  assignment of the shipbuilding contracts (acknowledged by the builder) and
  first priority assignment of the refund guarantee (in terms acceptable to the
  Bank) for each of the Newbuildings, during its respective pre-delivery
  period.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  Upon delivery of each
  Newbuilding a first priority mortgage of such Newbuilding and assignments of
  earnings, insurances and requisition compensation in respect of such
  Newbuilding.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  Upstream corporate
  guarantees from all single purpose shipowning companies of the Newbuildings
  (the “New Guarantors”).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  Upstream corporate
  guarantee from Aegean Marine Petroleum S.A. collateralised by assignment of
  all trade receivables (the “AMPSA Guarantor”).

  



 


5

















 


	
   

  	
   

  	
  •

  	
  Additional free
  liquidity of US$22,000,000 (the “Additional Cash”—in addition to the
  US$25,000,000 Free Liquidity covenant stated below) to be held with the Bank
  at all times in a charged account and be available only for the purchase
  (without any debt financing) of up to 3 double-hull tankers, each up to
  10,000 dwt and acceptable to the Bank (the “Additional
  Vessels” and each an “Additional Vessel”).
  Upon the acquisition of an Additional Vessel the relevant amount of
  Additional Cash spent for its acquisition will be substituted by upstream
  corporate guarantees from all single purpose shipowning companies of the
  Additional Vessels (the “Additional Guarantors”)
  collateralised by a first priority mortgage and assignments of earnings, insurances
  and requisition compensation in respect of such Additional Vessel.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (the Existing Vessels,
  the Supplemental Vessels, the Newbuildings and the Additional Vessels, all
  together the “Ships” and each a “Ship”—the
  Existing Guarantors, the Supplemental Guarantors, the New Guarantors, the
  Additional Guarantors and the AMPSA Guarantor, all together the “Guarantors” and each a “Guarantor”).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  Charge over the
  operating accounts for each Ship.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  Charge over the
  operating accounts of the Borrower.

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Expenses:

  	
   

  	
  All costs and
  out-of-pocket expenses (including legal expenses) incurred by the Bank in
  connection with the negotiation, preparation and documentation of the
  Facility (whether or not any drawdown is effected) shall be for the account
  of the Borrower.

  
	
   

  	
   

  	
   

  
	
  Documentation:

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

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

  



 


6

















 


	
   

  	
   

  	
  •

  	
  Evidence of the light
  tonnage of each Ship.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  The following financial
  covenants will be complied with at all times and tested on the consolidated
  audited financial statements of the Borrower on a quarterly basis:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Net Worth will not be
  less than US$150,000,000.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (iii)

  	
  Free Liquidity
  (including available undrawn overdraft facilities but excluding US$22,000,000
  Additional Cash) will be at least US$25,000,000—to be held with the
  Bank at all times and tested monthly. Average daily Free Liquidity of minimum
  US$10,000,000 to be checked weekly.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  Minimum security cover
  of 120% at all times on the sum of (i) all outstandings under the
  Overdraft (including any undrawn portion utilised in order to meet the Free
  Liquidity covenant above), (ii) the drawn amounts of any delivered
  Newbuildings and (iii) the utilised LG/LC Line (together, the “Actual Exposure”). The security calculation will include
  (a) the value of the Ships mortgaged to the Bank (b) the value of
  the Supplemental Ships (single-hulled tankers will be valued at the
  prevailing market scrap rate) and (c) the Additional Cash of
  US$22,000,000 (to be reduced, as above described, by any amount used for the
  acquisition of Additional Vessels, which will then be mortgaged in favour of
  the Bank and their value will subsequently be included in this calculation).
  The value of any Ship will be determined by an independent shipbroker
  acceptable to the Bank. To the extent the Actual Exposure exceeds
  US$100,000,000 it will be necessary for assigned trade receivables to be not
  less than 125% of such excess. The security cover requirement will be tested
  at quarterly intervals and at such other times as the Bank may require.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  Any newbuilding or
  second-hand vessels acquired by the Borrower (other than the Ships) may be
  used to secure additional third party debt, provided that the Borrower is
  compliant with all corporate and financial covenants and terms of the
  Facility. However, the Bank will have the right of first refusal to accept
  these new vessels as security for an increase in the Facility Amount, as
  requested by the Borrower and agreed by the Bank, at its sole discretion.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  Dimitris Melissanidis
  to own/control 35% or more of the shares in the Borrower.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  Legal opinions
  satisfactory to the Bank.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  Conditions precedent
  usual for a facility of this type including, without limitation, the Bank’s
  satisfaction with the terms of the IPO offering documentation and the
  Borrower’s constitutional documents.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

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

  



 


7

















 


	
   

  	
   

  	
  •

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  The Borrower shall
  additionally compensate the Bank for any cost to the Bank incurred in
  complying with reserve asset or capital adequacy requirements or other
  regulations howsoever imposed from time to time in relation to the making or
  maintaining of the Facility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  Dividends will only be
  payable if there is no breach of covenants or event of default under the
  Facility and if the security cover test is and will remain satisfied
  following the payment of any dividend.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  The Overdraft facility
  must have a fluctuating balance otherwise we will have the right to require
  full repayment of the Facility on demand.

  
	
   

  	
   

  	
   

  
	
  Signing of Facility Agreement:

  	
   

  	
  The loan agreement is
  to be executed on or before 31 December 2006 failing which the offer
  will lapse notwithstanding its acceptance.

  
	
   

  	
   

  	
   

  
	
  Confidentiality:

  	
   

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

  
	
   

  	
   

  	
   

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

  	
   

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

  



 


8
















Date: 6 October 2006


 


Private
& Confidential

Aegean Marine Petroleum Network
Inc.

c/o Aegean Marine Petroleum SA

42 Hatzikiriakou Avenue, 185 38 Piraeus




 


Attention : Mr
Dimitris Melissanidis


 


 


Dear Sirs,


 


We refer to our Offer Letter dated 11 September
2006 (“Offer Letter”), detailing the terms and conditions upon which the Bank
is prepared to make available a Credit Facility of up to US$183,400,000 to your
goodselves.


 


We have pleasure in confirming that, at your
request and after further consideration, the Bank is prepared to agree to the
following amendments:


 


Documentation


 




	
  •

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

  
	
   

  	
  (i)

  	
  Net
  Worth will not be less than US$150,000,000.

  
	
   

  	
  (ii)

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

  
	
   

  	
  (iii)

  	
  Free
  Liquidity (including available undrawn overdraft facilities but excluding
  US$22,000,000 Additional Cash) will be at least US$25,000,000—to be held with
  the Bank at all times and tested monthly. Average daily Free Liquidity of
  minimum US$10,000,000 to be checked weekly.

  
	
   

  	
   

  	
   

  
	
  •

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

  
	
   

  	
   

  	
   

  
				






 


Offer Letter acceptance date


•                  This offer will remain open
for acceptance until 17 November 2006; if no acceptance is received by that
date, the offer shall be automatically cancelled and no longer available for
acceptance.


 


All other terms and conditions of the Offer
Letter remain unchanged.


 


Yours faithfully

For THE ROYAL BANK OF SCOTLAND plc.


 


 


 


 


 




	
  Fotis Bratimos

  	
   

  	
  Alex Rodopoulos

  
	
  Director, Ship Finance

  	
   

  	
  Director, Greece

  






 










Date: 25 October 2006


 


 


Private
& Confidential

Aegean Marine Petroleum Network
Inc.

c/o Aegean Marine Petroleum SA

42 Hatzikiriakou Avenue, 185 38 Piraeus

Attention : Mr Dimitris Melissanidis


 


 


Dear Sirs,


 


We refer to our Offer Letter dated 11 September
2006 and our amendment dated 6 October 2006 (together the “Offer Letter”),
detailing the terms and conditions upon which the Bank is prepared to make
available a Credit Facility of up to US$183,400,000 to your goodselves.


 


We have pleasure in confirming that, at your
request and after further consideration, the Bank is prepared to include the
following clauses:


 


Documentation 


 


 




	
  •

  	
   

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

  
	
   

  	
   

  	
   

  
	
  •

  	
   

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

  






 


 


All other terms and conditions of the Offer
Letter remain unchanged.


 


 


Yours faithfully

For THE ROYAL BANK OF SCOTLAND plc.


 


 


 


 


 




	
  Fotis Bratimos

  	
   

  	
  Alex Rodopoulos

  
	
  Director, Ship Finance

  	
   

  	
  Director, Greece