d1471098_ex4-65.htm


 


Exhibit 4.65


 








	
To:

	
Kerkyra Marine S.A.


Ithaki Marine S.A.


Cephallonia Marine S.A.


Paxoi Marine S.A.


Zakynthos Marine S.A.


Lefkas Shipping (Pte.) Ltd.


and


Kythira Marine S.A.


 


	
To:

	
Aegean Marine Petroleum Network Inc.


and


Aegean Shipholdings Inc.


(as Corporate Guarantors)


 


	
To:

	
Aegean Breeze Maritime Company


and


Aegean Tiffany Maritime Company


(as Collateral Owners)







 


Dated: 20 June 2013


Dear Sirs,


 


Loan Agreement dated 30 October 2006 (as amended)


 



	
1

	
We refer to:







 



	
  

	
(a)

	
the loan agreement dated 30 October 2006 as amended and/or restated and/or supplemented by a supplemental agreement dated 1 September 2009, a second supplemental agreement dated 11 March 2010, a third supplemental agreement dated 16 March 2010, a fourth supplemental agreement dated 18 June 2010, a fifth supplemental agreement dated 15 June 2011, a sixth supplemental agreement dated 16 June 2011, a seventh supplemental agreement dated 11 April 2012 and an eighth supplemental agreement dated 29 May 2013 (together, the "Loan Agreement") and made between (1) Ithaki Marine S.A., Zakynthos Marine S.A., Kerkyra Marine S.A., Cephallonia Marine S.A., Paxoi Marine S.A., Lefkas Shipping (Pte.) Ltd. and Kythira Marine S.A. as joint and several borrowers (therein and hereinafter together referred to as the "Borrowers" and individually a "Borrower"), (2) Aegean Baltic Bank S.A. as agent (the "Agent"), security agent (the "Security Agent"), account bank (the "Account Bank"), arranger (the "Arranger"), as swap provider (the "ABB Swap Provider"), (3) HSH Nordbank AG, as swap provider (the "HSH Swap Provider") and (4) the banks and financial institutions set out in schedule 2 thereto as lenders (the "Banks"), whereby the Banks agreed (inter alia) to make available to the Borrowers on a joint and several basis, upon the terms and conditions therein contained, a loan of (originally) up to US$64,750,000;







 



	
  

	
(b)

	
the ISDA Master Agreement dated as of 30 October 2006 as amended by the supplemental agreement dated 1 September 2009, the third supplemental agreement dated 16 March 2010 and the seventh supplemental agreement dated 11 April 2012, each referred to above and made between (1) the Borrowers and (2) the ABB Swap Provider;







 



	
  

	
(c)

	
the 1992 ISDA Master Agreement dated 30 October 2006 as amended by the supplemental agreement dated 1 September 2009, the third supplemental agreement dated 16 March 2010 and the seventh supplemental agreement dated 11 April 2012, each referred to above and made between (1) the Borrowers and (2) the HSH Swap Provider; and







 



	
  

	
(d)

	
the corporate guarantee dated 30 October 2006 as amended by the supplemental agreement dated 16 March 2010 and the fifth supplemental agreement dated 15 June 2011 both referred to above (together, the "Aegean Marine Guarantee") made between Aegean Marine Petroleum Network Inc. (the "Aegean Marine Guarantor") and the Security Agent in connection with the Loan Agreement.







 






  





1











  













 



	
2

	
Words and expressions defined in the Loan Agreement and the Aegean Marine Guarantee shall have the same meanings when used herein.







 



	
3

	
The Borrowers have requested that the Agent, the Security Agent, the Account Bank, the Arranger, the ABB Swap Provider, the HSH Swap Provider and the Banks consent to the following amendments to the Aegean Marine Guarantee:







 



	
3.1

	
the deletion of the existing clause 5.3.1 of the Aegean Marine Guarantee in its entirety and the insertion of the following new clause 5.3.1 in its place:







 



"5.3.1 The Guarantor undertakes with the Security Agent that for so long as any moneys are owing under the Security Documents, it will ensure that:


 



	
  

	
(a)

	
Consolidated Book Net Worth







 


at the end of each Accounting Period, the Consolidated Book Net Worth shall not be less than Four hundred and ten million Dollars ($410,000,000);


 



	
  

	
(b)

	
Leverage







 


at the end of each Accounting Period, the Leverage Ratio will not be higher than 0.75:1;


 



	
  

	
(c)

	
Current Ratio







 


the Current Ratio:


 



	
  

	
(i)

	
at the end of each Accounting Period ending on or before 29 March 2012, will not be lower than 1.15:1;







 



	
  

	
(ii)

	
at the end of each Accounting Period ending between 30 March 2012 and 30 June 2013 (both inclusive), will not be lower than 1.05:1;







 



	
  

	
(iii)

	
at the end of each Accounting Period ending after 30 June 2013, not be lower than 1.15:1; and







 



	
  

	
(d)

	
Liquidity Ratio







 


at the end of each Accounting Period, the Liquidity Ratio shall be higher than 0.5:1.0.".


 





	
4

	
The Agent, the Security Agent, the Account Bank, the Arranger, the ABB Swap Provider, the HSH Swap Provider and the Banks hereby confirm their consent to the above amendments to the Aegean Marine Guarantee on condition that each Borrower and the other Security Parties shall have confirmed their agreement and consent to the arrangements of this letter by counter-signing this letter by signatories acceptable to the Agent in all respects and, with effect on and from the date when the Agent advises the Borrowers that it is satisfied that such confirmation has taken place, the Aegean Marine Guarantee shall be hereby amended (and deemed amended) in accordance with the changes referred to in paragraph 3 above.







 



	
5

	
Save as amended by this letter, the provisions of the Aegean Marine Guarantee shall continue in full force and effect and the Aegean Marine Guarantee and this letter shall be read and construed as one instrument.







 






  





2











  









	
6

	
This letter and any non-contractual obligations in connection with it are governed by, and shall be construed in accordance with, English law.







 



	
Yours faithfully,

	  
	  	  
	
/s/ Filippos E. Tsamanis

	
/s/Melina A. Kapetanaki


	Filippos E. Tsamanis 	Melina A. Kapetanaki
	
Attorney-in-fact

	  
	
for and on behalf of

	  
	
AEGEAN BALTIC BANK S.A.

	  
	
as Agent

	  
	  	  
	  	  
	
Date: 20 June 2013

	  





 



We hereby acknowledge and agree to the foregoing.




 



	  	  
	
/s/ Filippos E. Tsamanis

	
/s/Melina A. Kapetanaki


	Filippos E. Tsamanis	Melina A. Kapetanaki 
	
Attorney-in-fact

	  
	
for and on behalf of

	  
	
AEGEAN BALTIC BANK S.A.

	  
	
as Agent

	  
	
as Account Bank, Arranger, ABB Swap Provider, Bank and Security Agent


	  	  
	
Date: 20 June 2013

	  





 



We hereby acknowledge and agree to the following.




 



	  	  
	
/s/ Justin Tessmer

	
/s/Matthias Evers


	
Justin Tessmer

	 Matthias Evers 
	

Attorney-in-fact

	 
	
for and on behalf of

	  
	
HSH NORDBANK AG

	  
	
as HSH Swap Provider and Bank

	  
	  	  
	
Date: 20 June 2013

	  










 






  





3











  








We hereby acknowledge and agree to the foregoing and confirm and agree that (a) our obligations under the Security Documents (as such term is defined in the Loan Agreement) to which we are a party remain valid and effective notwithstanding the arrangements contained above and (b) references in any such Security Documents to the Aegean Marine Guarantee or other equivalent references, shall be deemed to be references to the Aegean Marine Guarantee as amended and supplemented by the arrangements thereto contained above.


 



	
/s/ Illegible                                               

	  
	
Attorney-in-fact

	  
	
for and on behalf of

	  
	
KERKYRA MARINE S.A.

	  
	
as Borrower

	  
	  	  
	
Date: 20 June 2013

	  










 



	
/s/ Illegible                                               

	  
	
Attorney-in-fact

	  
	
for and on behalf of

	  
	
ITHAKI MARINE S.A.

	  
	
as Borrower

	  
	  	  
	
Date: 20 June 2013

	  










 



	
/s/ Illegible                                              

	  
	
Attorney-in-fact

	  
	
for and on behalf of

	  
	
CEPHALLONIA MARINE S.A..

	  
	
as Borrower

	  
	  	  
	
Date: 20 June 2013

	  










 



	
/s/ Illegible                                              

	  
	
Attorney-in-fact

	  
	
for and on behalf of

	  
	
PAXOI MARINE S.AA

	  
	
as Borrower

	  
	  	  
	
Date: 20 June 2013

	  










 



	
/s/ Illegible                                              

	  
	
Attorney-in-fact

	  
	
for and on behalf of

	  
	
ZAKYNTHOS MARINE S.A.

	  
	
as Borrower

	  
	  	  
	
Date: 20 June 2013

	  









  





4











  














	
/s/ Illegible                                              

	  
	
Attorney-in-fact

	  
	
for and on behalf of

	  
	
LEFKAS SHIPPING (PTE.) LTD.

	  
	
as Borrower

	  
	  	  
	
Date: 20 June 2013

	  










 



	
/s/ Illegible                                              

	  
	
Attorney-in-fact

	  
	
for and on behalf of

	  
	
KYTHIRA MARINE S.A.

	  
	
as Borrower

	  
	  	  
	
Date: 20 June 2013

	  










 


We hereby acknowledge and agree to the foregoing and confirm and agree that (a) our obligations under the Security Documents (as such term is defined in the Loan Agreement) to which we are a party remain valid and effective notwithstanding the arrangements contained above and (b) references in any such Security Documents to the Aegean Marine Guarantee or other equivalent references, shall be deemed to be references to the Aegean Marine Guarantee as amended and supplemented by the arrangements thereto contained above.


 



	
/s/ Illegible                                              

	  
	
Attorney-in-fact

	  
	
for and on behalf of

	  
	
AEGEAN MARINE PETROLEUM NETWORK INC.


	
as Corporate Guarantor

	  
	  	  
	
Date: 20 June 2013

	  





 


We hereby acknowledge and agree to the foregoing and confirm and agree that (a) our obligations under the Security Documents (as such term is defined in the Loan Agreement) to which we are a party remain valid and effective notwithstanding the arrangements contained above and (b) references in any such Security Documents to the Aegean Marine Guarantee or other equivalent references, shall be deemed to be references to the Aegean Marine Guarantee as amended and supplemented by the arrangements thereto contained above.


 



	
/s/ Illegible                                              

	  
	
Attorney-in-fact

	  
	
for and on behalf of

	  
	
AEGAN SHIPHOLDINGS INC.

	  
	
as Corporate Guarantor

	  
	  	  
	
Date: 20 June 2013

	  









  





5











  








We hereby acknowledge and agree to the foregoing and confirm and agree that (a) our obligations under the Security Documents (as such term is defined in the Loan Agreement) to which we are a party remain valid and effective notwithstanding the arrangements contained above and (b) references in any such Security Documents to the Aegean Marine Guarantee or other equivalent references, shall be deemed to be references to the Aegean Marine Guarantee as amended and supplemented by the arrangements hereto contained above.


 



	
/s/ Illegible                                              

	  
	
Attorney-in-fact

	  
	
for and on behalf of

	  
	
AEGEAN BREEZE MARITIME COMPANY


	
as Collateral Owner

	  
	  	  
	
Date: 20 June 2013

	  










 


We hereby acknowledge and agree to the foregoing and confirm and agree that (a) our obligations under the Security Documents (as such term is defined in the Loan Agreement) to which we are a party remain valid and effective notwithstanding the arrangements contained above and (b) references in any such Security Documents to the Aegean Marine Guarantee or other equivalent references, shall be deemed to be references to the Aegean Marine Guarantee as amended and supplemented by the arrangements thereto contained above.


 



	
/s/ Illegible                                              

	  
	
Attorney-in-fact

	  
	
for and on behalf of

	  
	
AEGEAN TIFFANY MARITIE COMPANY


	
as Collateral Owner

	  
	  	  
	
Date: 20 June 2013

	  










 


We hereby acknowledge and agree to the foregoing and confirm and agree that (a) our obligations under the Security Documents (as such term is defined in the Loan Agreement) to which we are a party remain valid and effective notwithstanding the arrangements contained above and (b) references in any such Security Documents to the Aegean Marine Guarantee or other equivalent references, shall be deemed to be references to the Aegean Marine Guarantee as amended and supplemented by the arrangements thereto contained above.


 



	
/s/ Illegible                                              

	  
	
Attorney-in-fact

	  
	
for and on behalf of

	  
	
AEGEAN BUNKERING SERVICES INC.


	
as Manager

	  
	  	  
	
Date: 20 June 2013

	  










 






  





6











  








 


We hereby acknowledge and agree to the foregoing and confirm and agree that (a) our obligations under the Security Documents (as such term is defined in the Loan Agreement) to which we are a party remain valid and effective notwithstanding the arrangements contained above and (b) references in any such Security Documents to the Aegean Marine Guarantee or other equivalent references, shall be deemed to be references to the Aegean Marine Guarantee as amended and supplemented by the arrangements thereto contained above.


 



	
/s/ Illegible                                              

	  
	
Attorney-in-fact

	  
	
for and on behalf of

	  
	
AEGEAN MANAGEMENT SERVICES M.C.


	
as Collateral Manager

	  
	  	  
	
Date: 20 June 2013

	  










 


SK 23250 0002 1471098






  





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