Exhibit 10.18


 


[Letterhead of
The Royal Bank of Scotland]


14 November 2005


To:          Aegean
Marine Petroleum Network Inc.


                42
Hatzikiriakou Ave.


                185
38 Piraeus


Attention: Mr. D. Melissanides


Dear Dimitris


 


We have pleasure in confirming that
The Royal Bank of Scotland plc (the “Bank”) is
prepared to offer a 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
auction 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.


 


This offer will remain open for
acceptance until 18 November 2005; if no acceptance is received by that date,
the offer shall be automatically cancelled and no longer available for
acceptance. This letter replaces our previous offer
letter together with summary of terms and conditions dated 12 October 2005
which are hereby cancelled and should be considered null and void.


 


Yours faithfully


For THE ROYAL BANK OF SCOTLAND plc


 


 


 


	
  /s/ ALEX
  RYLAND

  	
   

  	
  /s/ FOTIS
  BRATIMOS

  	
   

  
	
  Alex Ryland

  	
  Fotis 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

  	
   DIMITRIS
  MELISANIDIS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed

  	
  /s/ DIMITRIS
  MELISANIDIS

  	
   

  	
  Position

  	
  Chairman of the board and CEO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date

  	
  14 November 2005

  	
   

  	
   

  



 





















 


APPENDIX TO OFFER
LETTER DATED 14 NOVEMBER 2005 ADDRESSED TO AEGEAN MARINE PETROLEUM NETWORK
INC.


 


SUMMARY OF TERMS
AND CONDITIONS FOR A FACILITY OF UP TO US$100,000,000


 


	
  Borrower:

  	
  Aegean
  Marine Petroleum Network Inc.

  
	
  Security
  Parties:

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

  
	
  Bank:

  	
  The
  Royal Banl of Scotland plc.

  
	
  Type of
  Facility:

  	
  A
  Letter of Guarantee and/or Letter of Credit line and a revolving overdraft
  facility, (together herein called the “Facility”).

  
	
  Facility
  Amount:

  	
  Up to
  US$100,000,000 (United States Dollars One Hundred Million).

  
	
  Purpose:

  	
  (i)

  	
  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”) up to
  the available limit of US$50,000,000;

  
	
   

  	
  and

  
	
   

  	
  (ii)

  	
  to
  provide a revolving overdraft facility (the “Revolver”) of up to an available
  limit of US$50,000,000 to be utilised for working capital purposes.

  
	
  Term:

  	
  2 years
  from signing the facility agreement and not later than 31 January 2006.

  
	
  Drawdown/Availability:

  	
  Subject
  to the successful completion of the Initial Public Offering for a net amount
  of not less than US$150,000,000 on the New York Stock Exchange and ongoing
  compliance with all commercial and financial covenants, the Facility will be
  available as follows.

  
	
   

  	
  (ii)

  	
  Any
  Letters 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 Letters of Guarantee and/or Letters of Credit will not exceed the
  maturity date of the Facility.

  
	
   

  	
  (iii)

  	
  The
  Revolver will be available in multiple drawings until the maturity of the
  Facility. Any drawings up to the available limit will be in multiples of US$1,000,000
  or as agreed by the Bank.

  
	
  Interest
  Margin;

  	
  Interest
  is to be charged on the amount of the daily balance of the Revolver from time
  to time at a rate of 1.15% 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 final date of the
  Facility.

  
	
  Letter of
  Guarantee/Letter of

  Credit commission

  	
  Any
  Letter of Guarantee and/or Letter of Credit issued under the LG/LC Line is to
  be charged at the rate of 0.2% p.a. payable quarterly in advance.

  
	
  Arrangement
  Fee:

  	
  0.25%
  on the Facility Amount of US$100,000,000 (i.e. US$250,000) on the date of signing
  the Facility Agreement.

  



 


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  Commitment
  commission:

  	
  0.2%
  p.a. (calculated on a 360 day year basis) shall accrue on the amount of the
  undrawn available limit of the faci1ity from the date of signing the Facility
  Agreement and will be payable quarterly in arrears and on the maturity date
  of the Facility.

  
	
  Repayments:

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

  
	
  Operating
  Accounts:

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

  
	
  Security:

  	
  To include;
  but not to be restricted to, the following:

  
	
   

  	
  ·

  	
  First
  priority mortgages over the following tankers:

  
	
   

  	
  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 2002 built double-hull tanker of 6,523 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

  
	
   

  	
  (the
  “Ships” and individually a “Ship”)

  
	
   

  	
  ·

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

  
	
   

  	
  ·

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

  
	
   

  	
  ·

  	
  Charge
  over the operating accounts for each Ship.

  
	
   

  	
  ·

  	
  Charge
  over the operating accounts of the Borrower.

  
	
   

  	
  ·

  	
  A
  corporate guarantee 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, assignments of earnings, insurances and requisition
  compensation, at the Bank’s first request from each owning company (the
  “Additional Guarantors”) of the following tankers, and an assignment (where
  relevant) of the shipbuilding contact in favour of the Bank for:

  
	
   

  	
  m/t
  “Aegean Hellos”, a 1982 built single-hull tanker of 9l,741 dwt

  
	
   

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

  
	
   

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

  
	
   

  	
  Fujian
  Hull No. 1–Newbuilding, double-hull tanker of 3,800 dwt, due for
  delivery in 9/06

  



 


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  Fujian
  Hull No. 2–Newbuilding, double-hull tanker of 3,800 dwt, due for delivery in
  2/07

  
	
   

  	
  In case
  of a sale of any of the five vessels above the Bank will require acceptable
  alternative security, at its sole discretion.

  
	
  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, representations and warranties, undertakings, events
  of default and covenants including but not limited to following:

  
	
   

  	
  ·

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

  
	
   

  	
  ·

  	
  Mortgagees
  Interest Insurance for 120%, at all times, of the outstanding Facility Amount
  at the cost of the Borrower.

  
	
   

  	
  ·

  	
  Mortgagees
  Additional Perils Pollution Insurance for 120%, at all times, of the
  outstanding Facility Amount at the cost of the Borrower.

  
	
   

  	
  ·

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

  
	
   

  	
  ·

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

  
	
   

  	
  ·

  	
  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$130,000,000.

  
	
   

  	
   

  	
  (ii)

  	
  Total
  Liabilities (excluding all equity items) to Total Assets will not be more
  than 50%.

  
	
   

  	
   

  	
  (iii)

  	
  Current
  Assets will not be less than 130% of Current Liabilities.

  
	
   

  	
   

  	
  (iv)

  	
  Free
  liquidity (including available undrawn overdraft facilities) will be at least
  US$25,000,000-to be held with the Bank at all times.

  
	
   

  	
   

  	
  (v)

  	
  Additional
  free liquidity of US$45,000,000 (in addition to the US$25,000,000 free
  liquidity covenant stated above) to be held with the Bank at all times and
  reduced only for the purchase of double hull tankers acceptable to the Bank.
  These acquisitions will immediately be mortgaged in favour of the Bank.

  
	
   

  	
  ·

  	
  Minimum
  security covenant of 120% of the utilised facility at all times. The security
  calculation will include i) the value of the Ships mortgaged to the Bank ii)
  the value of the vessels owned by the Additional Guarantors (single-hulled
  tankers will be valued at the prevailing market scrap rate) and iii) the
  minimum

  



 


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  ·

  	
  liquidity
  covenant of US$45,000,000 (to be reduced by any amount used for double-bull
  tanker acquisitions, which will then be mortgaged in favour of the Bank and
  the value will subsequently be included in this calculation). The value of
  any vessel will be determined by an independent shipbroker acceptable to the
  Bank.

  
	
   

  	
  ·

  	
  General
  assignment ofreceivables up to US$20,000,000.

  
	
   

  	
  ·

  	
  The
  Borrower will provide the Bank with a monthly list of all debtors (free of
  any liens) which certifies the level of trade receivables. Any drawings on
  the Revolver above US$30,000,000 will be subject to a maximum of 80% of the
  outstanding receivables.

  
	
   

  	
  ·

  	
  Any newbuilding
  or second-hand vessels acquired by the Borrower (excluding the tankers
  referred to in the Security paragraph) may be used to secure additional third
  party debt, provided that the Borrower is compliant with all financial
  covenants and terms of the Facility. However, the Bank will have the right of
  first refusal to accept the 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.

  
	
   

  	
  ·

  	
  It will
  be an event of default if 35% or more of the shares in the Borrower are held
  by someone other than the founder.

  
	
   

  	
  ·

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

  
	
   

  	
  ·

  	
  The
  Chief Executive Officer of the Borrower to be acceptable to the Bank at all
  times.

  
	
   

  	
  ·

  	
  Legal
  opinions satisfactory to the Bank.

  
	
   

  	
  ·

  	
  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.

  
	
   

  	
  ·

  	
  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 revolving overdraft facility must have a
  fluctuating balance, otherwise the Bank will have the right to require full
  repayment of the Facility on demand.

  
	
   

  	
  ·

  	
  The
  Borrower will provide audited financial statements on a quarterly and annual
  basis and any such other management information as may be reasonably
  required.

  
	
   

  	
  ·

  	
  Dividends
  will only be payable if there is no breach of covenants or event of default
  under the Facility.

  



 


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  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 confidentiality on the terms of this paragraph.

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

  	
   

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

  



 


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