Contract
Exhibit 4.65
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To:
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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.
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To:
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and
Aegean Shipholdings Inc.
(as Corporate Guarantors)
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To:
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Aegean Breeze Maritime Company
and
Aegean Xxxxxxx Maritime Company
(as Collateral Owners)
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Dated: 20 June 2013
Dear Sirs,
Loan Agreement dated 30 October 2006 (as amended)
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1
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We refer to:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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.
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1
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2
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Words and expressions defined in the Loan Agreement and the Aegean Marine Guarantee shall have the same meanings when used herein.
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3
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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:
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3.1
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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:
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"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:
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(a)
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Consolidated Book Net Worth
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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);
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(b)
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Leverage
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at the end of each Accounting Period, the Leverage Ratio will not be higher than 0.75:1;
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(c)
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Current Ratio
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the Current Ratio:
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(i)
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at the end of each Accounting Period ending on or before 29 March 2012, will not be lower than 1.15:1;
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(ii)
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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;
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(iii)
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at the end of each Accounting Period ending after 30 June 2013, not be lower than 1.15:1; and
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(d)
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Liquidity Ratio
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at the end of each Accounting Period, the Liquidity Ratio shall be higher than 0.5:1.0.".
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4
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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.
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5
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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.
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2
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6
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This letter and any non-contractual obligations in connection with it are governed by, and shall be construed in accordance with, English law.
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Yours faithfully,
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/s/ Filippos E. Tsamanis
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/s/Xxxxxx X. Xxxxxxxxxx
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| Xxxxxxxx X. Tsamanis | Xxxxxx X. Xxxxxxxxxx |
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Attorney-in-fact
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for and on behalf of
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AEGEAN BALTIC BANK S.A.
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as Agent
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Date: 20 June 2013
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We hereby acknowledge and agree to the foregoing.
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/s/ Filippos E. Tsamanis
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/s/Xxxxxx X. Xxxxxxxxxx
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| Xxxxxxxx X. Tsamanis | Xxxxxx X. Xxxxxxxxxx |
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Attorney-in-fact
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for and on behalf of
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AEGEAN BALTIC BANK S.A.
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as Agent
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as Account Bank, Arranger, ABB Swap Provider, Bank and Security Agent
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Date: 20 June 2013
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We hereby acknowledge and agree to the following.
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/s/ Xxxxxx Xxxxxxx
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/s/Xxxxxxxx Xxxxx
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Xxxxxx Xxxxxxx
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Xxxxxxxx Xxxxx |
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Attorney-in-fact
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for and on behalf of
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HSH NORDBANK AG
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as HSH Swap Provider and Bank
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Date: 20 June 2013
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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.
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/s/ Illegible
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Attorney-in-fact
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for and on behalf of
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KERKYRA MARINE S.A.
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as Borrower
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Date: 20 June 2013
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/s/ Illegible
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Attorney-in-fact
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for and on behalf of
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ITHAKI MARINE S.A.
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as Borrower
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Date: 20 June 2013
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/s/ Illegible
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Attorney-in-fact
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for and on behalf of
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CEPHALLONIA MARINE S.A..
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as Borrower
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Date: 20 June 2013
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/s/ Illegible
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Attorney-in-fact
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for and on behalf of
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PAXOI MARINE S.AA
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as Borrower
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Date: 20 June 2013
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/s/ Illegible
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Attorney-in-fact
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for and on behalf of
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ZAKYNTHOS MARINE S.A.
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as Borrower
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Date: 20 June 2013
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4
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/s/ Illegible
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Attorney-in-fact
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for and on behalf of
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LEFKAS SHIPPING (PTE.) LTD.
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as Borrower
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Date: 20 June 2013
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/s/ Illegible
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Attorney-in-fact
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for and on behalf of
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KYTHIRA MARINE S.A.
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as Borrower
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Date: 20 June 2013
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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.
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/s/ Illegible
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Attorney-in-fact
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for and on behalf of
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as Corporate Guarantor
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Date: 20 June 2013
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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.
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/s/ Illegible
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Attorney-in-fact
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for and on behalf of
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AEGAN SHIPHOLDINGS INC.
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as Corporate Guarantor
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Date: 20 June 2013
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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.
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/s/ Illegible
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Attorney-in-fact
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for and on behalf of
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AEGEAN BREEZE MARITIME COMPANY
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as Collateral Owner
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Date: 20 June 2013
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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.
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/s/ Illegible
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Attorney-in-fact
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for and on behalf of
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AEGEAN XXXXXXX MARITIE COMPANY
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as Collateral Owner
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Date: 20 June 2013
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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.
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/s/ Illegible
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Attorney-in-fact
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for and on behalf of
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AEGEAN BUNKERING SERVICES INC.
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as Manager
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Date: 20 June 2013
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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.
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/s/ Illegible
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Attorney-in-fact
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for and on behalf of
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AEGEAN MANAGEMENT SERVICES M.C.
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as Collateral Manager
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Date: 20 June 2013
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SK 23250 0002 1471098
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