Exhibit
10.12


 


SHORT
TERM FINANCING AGREEMENT, DATED


JUNE 10,
2005, BY AND AMONG LEVERET


INTERNATIONAL
INC., AS LENDER, AND AEGEAN


MARINE
INVESTMENTS S.A., AS BORROWER


 





















 


SHORT
TERM FINANCING AGREEMENT


 


THIS AGREEMENT is made today: 10th June 2005.


 


BETWEEN:


 


1.    Leveret International Inc., a Liberian
Corporation of 80 Broad street, Monrovia, Liberia


 


2.    Aegean Investments S.A. of Ajeltake Road,
Ajeltake Island, Majuro, Marshall Islands MH96960, Marshall Islands
(hereinafter the “Borrower”).


 


WHEREAS :


 


The Borrower has requested the Lender to make
available to it a short term financing of USD 838,100.00 (Eight Hundred Thirty
Eight Thousand and One Hundred), (hereinafter called the “Facility”), which the Lender agreed to grant on the following
terms and conditions:


 


A.   TERMS OF FACILITY


 


a.    The Lender makes available to the Borrower the
Facility to be used for the finance the acquisition cost and related expenses
of the condominium Unit No. 3210, Palisades Condominium, 100 Old Palisades
Road, Borough of Font Lee, Bergen County, New Jersey, USA (the “Property”) by Aegean Oil (USA) LLC of which the Borrower is the
sole member.


b.    The Facility will bear no interest at all.


c.    The Borrower hereby acknowledges states and
confirms receipt of the Facility.


d.    The Facility is repayable upon Lender’s first
written demand for the repayment of the Facility in part or in whole not later
than four (4) months as of today.


 


B.    REPRESENTATIONS AND WARRANTIES


 


The Borrower hereby
represents and warrants to the Lender, that:


 


a.    The Borrower is a company duly organized and
validly existing and in good standing under the laws of the Republic of
Marshall Islands and has the corporate authority to own/acquire assets and
carry out its business and other activities as they are now or in the future
going to be conducted.


 





















 


b.    The Borrower has the power to enter into and
perform this Agreement and to authorize the execution of this Agreement and any
other documents related thereto.


c.    This Agreement constitutes legally binding
obligation of the Borrower and is enforceable in accordance with its terms.


d.    The Borrower has the legal ability to undertake
towards the Lender the repayment of the Facility upon Lender’s first demand in
whole or in part(s) in foreign exchange in any part of the world and in Greece
and the Borrower has and/or will have in Greece available funds of its own or
through its affiliate companies or through further banking borrowing facilities
in foreign exchange free and not subject to any mandatory assignment to the Bank
of Greece, pursuant to any provisions of any law, decision or regulation of any
governmental body or other regulatory authority and out of such funds the
Borrower may without any restrictions whatsoever effect payments to the Lender
in connection with this Agreement.


 


C. LAW/JURISDICTION


 


a.    This Agreement shall be governed and construed
in all respects in accordance with the laws of Greece.


b.    All disputes under this Agreement including
enforcement proceedings and the taking of any conservative measures are
submitted to the exclusive jurisdiction of the Courts of Piraeus.


 


IN WITNESS whereof these presents were issued
the date first above written.


 


	
  THE LENDER

  	
   

  	
  THE BORROWER

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By :

  	
   /s/ Dimitrios Melisanidis

  	
   

  	
  By:

  	
   /s/ Theodora Papadogianni

  	
   

  
	
  Dimitrios Melisanidis

  	
  Theodora Papadogianni

  
								



 


2





















 


ADDENDUM
No.1 TO THE


SHORT
TERM FINANCING AGREEMENT


DATED 10th
JUNE 2005 (the “Agreement”)


 


AN ADDENDUM made the 3rd October 2005


 


BETWEEN:


 


1.    Leveret International Inc., a Liberian
Corporation of 80 Broad street, Monrovia, Liberia (hereinafter the “Lender”)


 


2.    Aegean Investments S.A. of Ajeltake Road,
Ajeltake Island, Majuro, Marshall Islands MH96960, Marshall Islands
(hereinafter the “Borrower”).


 


WHEREBY IT IS AGREED AS FOLLOWS:


 


1. Clause A(d) of the Agreement is hereby
replaced and amended to read as follows:


 


“d.  The Facility is repayable upon
Lender’s first written demand for the repayment of the Facility in part or in
whole not later than the 31st December 2005.”


 


2. All other terms and provisions of the
Agreement remain in full force and effect.


 


IN WITNESS whereof these presents were issued the date
first above written.


 


	
  THE LENDER

  	
  THE BORROWER

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By
  :

  	
   /s/ Dimitrios Melisanidis

  	
   

  	
  By:

  	
   /s/ Theodora Papadogianni

  	
   

  
	
  Dimitrios Melisanidis

  	
  Theodora Papadogianni