d1471061_ex4-64.htm


Exhibit 4.64







To:          Eton Marine Ltd.


Benmore Services S.A. 


and


Ingram Enterprises Co.


 


To:          Aegean Marine Petroleum Network Inc.


and


Aegean Shipholdings Inc. 


(as Corporate Guarantors)


 


To:          Sealand Navigation Inc.


(as Collateral Owner)


 


Dated: 20 June 2013


 


Dear Sirs,


 


Loan Agreement dated 25 October 2006 (as amended)


 


1         We refer to:


 



	
  

	(a)	
the loan agreement dated 25 October 2006 as amended and/or restated and/or supplemented by a supplemental agreement dated 21 May 2010, a second supplemental agreement dated 21 October 2010, a third supplemental agreement dated 25 May 2011 and the fourth supplemental agreement dated 23 June 2011 (together, the "Loan Agreement") and made (inter alios) between (1) Eton Marine Ltd., Benmore Services S.A. and Ingram Enterprises Co. 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"), arranger (the "Arranger"), account bank (the "Account Bank") and 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 1 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$26,250,000;







 



	
  

	
(b)

	
the ISDA 1992 Master Agreement dated as of 25 October 2006 made between (1) the Borrowers and (2) the ABB Swap Provider;







 



	
  

	
(c)

	
the ISDA 1992 Master Agreement dated as of 25 October 2006 made between (1) the Borrowers and (2) the HSH Swap Provider; and







 



	
  

	
(d)

	
the corporate guarantee dated 25 October 2006 as amended by the supplemental agreement dated 21 May 2010 and the fourth supplemental agreement dated 23 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.







 



	
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:







 




  





1











  






 



	
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.







 





	
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

	  







 




  





2











  






We hereby acknowledge and agree to the foregoing.








	
/s/ Filippos E. Tsamanis

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

	 Melina A. Kapetanaki
	
for and on behalf of

	  
	
AEGEAN BALTIC BANK S.A.

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


	  	  
	
Date: 20 June 2013

	  










We hereby acknowledge and agree to the foregoing.








	
/s/ Justin Tessmer

	
/s/ Matthias Evers


	Justin Tessmer	Matthias Evers 
	
Attorney-in-fact

	  
	
for and on behalf of

	  
	
HSN NORDBANK AG

	  
	
as HSH Swap Provider and Bank


	  	  
	
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 deem d 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

	  
	
ETON MARINE LTD

	  
	
as Borrower


	  	  
	
Date: 20 June 2013

	  











	
/s/ Illegible                                       

	  
	
Attorney-in-fact

	  
	
for and on behalf of

	  
	
BENMORE SERVICES S.A.

	  
	
as Borrower


	  	  
	
Date: 20 June 2013

	  











	
/s/ Illegible                                              

	  
	
Attorney-in-fact

	  
	
for and on behalf of

	  
	
INGRAM ENTERPRISES CO.

	  
	
as Borrower


	  	  
	
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

	  
	
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

	  
	
AEGEAN SHIPHOLDINGS 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

	  
	
SEALAND NAVIGATION INC.

	  
	
as Collateral Owner


	  	  
	
Date: 20 June 2013

	  












  





4











  






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

	  










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 -references to the Aegean Marine Guarantee as amended and supplemented by the arrange en thereto contained above.








	
/s/ Illegible                                              

	  
	
Attorney-in-fact

	  
	
for and on behalf of

	  
	
AEGEAN MANAGEMENT SERVICES M.C.


	
as Manager


	  	  
	
Date: 20 June 2013

	  







 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




  





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