LOAN AGREEMENT, DATED SEPTEMBER 21, 2004, BY AND BETWEEN AEGEAN MARINE PETROLEUM SCOTLAND PLC, AS LENDER

Exhibit 10.10

LOAN AGREEMENT, DATED SEPTEMBER 21, 2004,

BY AND BETWEEN AEGEAN MARINE PETROLEUM

S.A., AS BORROWER, AND THE ROYAL BANK OF

SCOTLAND PLC, AS LENDER

Date 24 September 2004

AEGEAN MARINE PETROLEUM S.A.

as Borrower

– and –

THE ROYAL BANK OF SCOTLAND PLC

as Lender

LOAN AGREEMENT

relating to
a US$25,000,000 revolving credit and letter of credit issuance and refinancing facility

XXXXXX, XXXXXX & XXXXXXXX

London

INDEX

Clause

1		INTERPRETATION

2		FACILITY

3		UTILISATION

4		CONDITIONS PRECEDENT

5		INTEREST

6		INTEREST PERIODS

7		DEFAULT INTEREST

8		REDUCTION OF LETTERS OF CREDIT

9		SETTLEMENT OF LETTERS OF CREDIT

10		INDEMNITY OF THE BORROWER

11		REPAYMENT, PREPAYMENT AND CANCELLATION

12		REPRESENTATIONS AND WARRANTIES

13		UNDERTAKINGS

14		PAYMENTS AND CALCULATIONS

15		EVENTS OF DEFAULT

16		FEES AND EXPENSES

17		INDEMNITIES

18		NO SET-OFF OR TAX DEDUCTION

19		ILLEGALITY, ETC

20		INCREASED COSTS

21		SET-OFF

22		TRANSFERS AND CHANGES IN FACILITY OFFICES

23		VARIATIONS AND WAIVERS

24		NOTICES

25		SUPPLEMENTAL

26		LAW AND JURISDICTION

SCHEDULE 1 PART A FORM OF UTILISATION NOTICE - ADVANCE

SCHEDULE 1 PART B FORM OF UTILISATION NOTICE - LETTER OF CREDIT

SCHEDULE 2 CONDITION PRECEDENT DOCUMENTS

SCHEDULE 3 CALCULATION OF MANDATORY COST RATE

EXECUTION PAGE

APPENDIX A FORM OF DEED OF ASSIGNMENT

APPENDIX B FORM OF ACCOUNT SECURITY DOCUMENT

THIS REVOLVING CREDIT AGREEMENT is made on 24 September 2004

BETWEEN

(1) AEGEAN MARINE PETROLEUM S.A., a company incorporated in Liberia and acting through its branch at 00 Xxxxxxxxxxxxx Xxxxxx, 000 00 Xxxxxxx, Xxxxxx (the “Borrower”); and

(2) THE ROYAL BANK OF SCOTLAND PLC, a company incorporated in Scotland and acting through its office at 0xx Xxxxx, 000, Xxxxxxxxxxx, Xxxxxx XX0X 0XX (together with its successors and assigns, the “Lender”).

WHEREAS the Lender has agreed to make available to the Borrower a revolving credit facility of up to US$25,000,000 for the purpose of purchasing and transporting fuel cargoes and payment of other expenses incidental to the supply of bunkers and lubricants to customers.

IT IS AGREED as follows:

1 INTERPRETATION

1.1 Definitions. Subject to Clause 1.4, in this Agreement:

“Account Security Document” means the account security document in the form set out in Appendix B;

“Administration Notice” means a notice appointing an administrator, a notice of intended appointment and any other notice which is required by law (generally or in the case concerned) to be filed with the court or given to a person before, or in connection with, the appointment of an administrator;

“Advance” means the principal amount of each borrowing by the Borrower under this Agreement, whether by way of:

(a) a borrowing under Clause 3; or

(b) a borrowing under Clause 9.2(b);

“Aggregate Liabilities” means, at any time, the aggregate of the Loan and the Outstandings;

“Availability Period” means the period commencing on the date of this Agreement and ending on:

(a) the date falling 1 month before the Termination Date (or such later date as the Lender may agree with the Borrower); or

(b) if earlier, the date on which the Lender’s obligation to make the Facility available is fully cancelled or terminated;

“Available Commitment” means, at any time, the Commitment less the amount of the Aggregate Liabilities at that time;

“Beneficiary” means, in relation to an L/C, the person in whose favour the L/C has been issued under this Agreement;

“Business Day” means a day on which banks are open in London and Greece and, in respect of a day on which payment is required to be made under this Agreement, also in New York City;

“Cash Collateral Account” means an account in the name of the Borrower with the Lender at its branch at 00 Xxxx Xxxxxxx, 000 00 Xxxxxxx, Xxxxxx, designated “RBS re Aegean Marine Petroleum S.A. : Cash Collateral Account - RBS 575595”, or any other account (with that or another office of the Lender or with a bank or financial institution other than the Lender) designated by the Lender as the Cash Collateral Account for the purposes of this Agreement;

“Commitment” means $25,000,000, as such amount may be reduced, cancelled or terminated in accordance with this Agreement;

“Contractual Currency” has the meaning given in Clause 17.4;

“Customer” means each person from whom Receivables are due;

“Deed of Assignment” means the deed of assignment in the form set out in Appendix A;

“Dollars” and “$” means the lawful currency for the time being of the United States of America;

“Event of Default” means any of the events or circumstances described in Clause 15.1;

“Facility Reset Date” has the meaning given in Clause 3.2;

“Facility” means the facility granted pursuant to Clause 2.1;

“Financial Indebtedness” means, in relation to a person (the “debtor”), a liability of the debtor:

(a) for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor;

(b) under any loan stock, bond, note or other security issued by the debtor;

(d) under a financial lease, a deferred purchase consideration arrangement or any other agreement having the commercial effect of a borrowing or raising of money by the debtor;

(e) under any foreign exchange transaction, interest or currency swap or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is entered into requires netting of mutual liabilities, the liability of the debtor for the net amount; or

(f) under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person which would fall within paragraphs (a) to (e) if the references to the debtor referred to the other person;

“Guarantee” means the guarantee to be provided by the Guarantor to the Lender in respect of the Facility in a form acceptable to the Lender;

“Guarantor” means Mr Dimitris Melissanidis, holder of Greek identification card number X092475, of 00 Xxxxxxxxxxxxx Xxxxxx, 00000 Xxxxxxx, Xxxxxx;

“Interest Period” means a period determined in accordance with Clause 6;

“Letter of Credit” or “L/C” means each letter of credit issued or to be issued by the Lender in favour of a Beneficiary in such form as is agreed between the Lender and the Borrower;

“L/C Issue Request” means, in relation to an L/C, a notice in the form of Schedule 1 Part B (or in any other form which the Lender approves or reasonably requires);

“L/C Obligations” means, in relation to an L/C, the actual and contingent, certain and future obligations and liabilities owed by the Borrower to the Beneficiary and secured by the L/C;

“LlBOR” means, for an Interest Period or other relevant period, the rate per annum at which the Lender offers deposits in Dollars to leading banks in the London Interbank Market at or about 11.00 a.m. (London time) on the Quotation Date for that Interest Period or other period for a period equal to that Interest Period or other period and for delivery on the first Business Day of it;

“Loan” means the principal amount for the time being outstanding under this Agreement;

“Loan Period” means the period commencing on the date of this Agreement and ending on the date on which the Lender notifies the Borrower that:

(a) all amounts which have become due for payment by the Borrower under this Agreement and the Security Documents have been paid;

(b) no amount is owing or has accrued (without yet having become due for payment) under this Agreement or the Security Documents;

(d) the Borrower has no future or contingent liability under Clauses 16, 17, or 18 or any other provision of this Agreement or the Security Documents; and

(e) the Lender does not consider that there is a significant risk that any payment or transaction under this Agreement or the Security Documents would be set aside, or would have to be reversed or adjusted, in any present or possible future bankruptcy of the Borrower or in any present or possible future proceeding relating to this Agreement or the Security Documents;

“Mandatory Cost Rate” means, in relation to the Loan or any overdue amount referred to in Clause 7:

(a) the additional rate of interest calculated in accordance with the provisions of Schedule 3; and

(b) the cost calculated as a percentage rate per annum incurred by the Lender as a result of compliance with any applicable regulatory or central bank requirements, including any reserve costs imposed by the European Central Bank or the European System of Central Banks;

“Margin” means 1.75 per cent. per annum;

“Outstanding L/C Amount” means, in relation to an L/C, the maximum amount for which the L/C was issued less the aggregate amount of all reductions to it which have been made in accordance with the provisions of Clause 8;

“Outstandings” means, at any time, the aggregate of the Outstanding L/C Amounts;

“Payment Currency” has the meaning given in Clause 17.4;

“Pertinent Jurisdiction”, in relation to a company, means:

(a) England and Wales;

(b) the country under the laws of which the company is incorporated or formed;

(d) a country in which the overall net income of the company is subject to corporation tax, income tax or any similar tax;

(e) a country in which assets of the company (other than securities issued by, or loans to, related companies) having a substantial value are situated, in which the company maintains a permanent place of business, or in which a Security Interest created by the company must or should be registered in order to ensure its validity or priority; and

(f) a country the courts of which have jurisdiction to make a winding up, administration or similar order in relation to the company or which would have such jurisdiction if their assistance were requested by the courts of a country referred to in paragraphs (b) or (c) above;

“Potential Event of Default” means an event or circumstance which, with the giving of any notice, the lapse of time, a determination of the Lender and/or the satisfaction of any other condition, would constitute an Event of Default;

“Qualifying Receivables” means Receivables which, at the relevant time:

(a) have been assigned to the Lender pursuant to the Deed of Assignment;

(b) have been included in a Schedule of Receivables submitted, together with the copies of documents, receipt(s) and invoice(s) relating to such Receivables required to be submitted pursuant to Clause 3.1, to the Lender pursuant to Clause 4.1(c) and:

(c) (i) in the case of Receivables due in respect of lubricants, are payable within 60 days of the date of the relevant receipt and are not overdue for payment; and

(ii) in the case of Receivables due in respect of oil bunkering, are payable within 30 days of the date of the relevant receipt and are not overdue for payment by more than 15 days;

“Quotation Date” means, in relation to any Interest Period (or any other period for which an interest rate is to be determined under any provision of this Agreement), the day on which quotations would ordinarily be given by leading banks in the London Interbank Market for deposits in the currency in relation to which such rate is to be determined for delivery on the first day of the Interest Period or other period;

“Receivables” means sums due and owing by Customers to the Borrower in respect of oil bunkering and/or lubricant sales;

“Renewal Date” means the first anniversary of the date of this Agreement, and thereafter each subsequent anniversary of such date;

“Schedule of Receivables” means a Schedule in the form of the Schedule to the Deed of Assignment (or in such other form as the Lender may approve) and submitted or to be submitted to the Lender pursuant to Clause 3.1;

“Security Documents” means:

(a) the Deed of Assignment;

(b) any Schedule of Receivables;

(d) the Guarantee; and

(e) any other documents designated as such by the parties hereto;

“Security Interest” means:

(a) a mortgage, charge (whether fixed or floating), pledge, lien or any other security interest of any kind; and

(b) any arrangement entered into by a person (A) the effect of which is to place another person (B) in a position which is similar, in economic terms, to the position in which B would have been had he held a security interest over an asset of A; but this paragraph (b) does not apply to a right of set off or combination of accounts conferred by the standard terms of business of a bank or financial institution;

“Settlement Amount” means, in relation to each demand made under an L/C, the amount payable by the Lender to the Beneficiary in respect of the demand;

“Settlement Date” means, in relation to each demand made under an L/C, the date on which payment of the Settlement Amount is due to the Beneficiary in respect of the demand;

“Termination Date” means the date on which the Facility terminates in accordance with Clause 2.3;

“Utilisation” means any utilisation of the Facility by the Borrower, whether by way of:

(a) the issue by the Lender of an L/C; or

(b) the making by the Lender of an Advance;

“Utilisation Date” means, in relation to each Utilisation, the date requested by the Borrower for the Utilisation to be made or (as the context requires) the date on which the Utilisation is actually made; and

“Utilisation Notice” means a notice in the form set out in Schedule 1 Part A or Part B (as relevant) or in any other form which the Lender approves or reasonably requires.

1.2 Construction of certain terms. In this Agreement, a reference to:

“asset” includes every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or other payment;

“claims” and “losses” includes:

(a) any claim or demand, including any in the nature of or asserted as a total or partial defence, abatement, set-off or counterclaim;

(b) any legal or administrative action; and

including (in all cases covered by paragraphs (a), (b) or (c)) any item which relates to tax and any item the amount or final amount of which remains open or unknown;

“company” includes any partnership, joint venture and unincorporated association;

“contingent liability” means a liability which is not certain to arise and/or the amount of which remains unascertained;

“document” includes a deed; also a letter, lax or telex;

“expense” means any kind of cost, charge or expense (including all legal costs, charges and expenses and cost of business class travel) and any applicable value added or other tax;

“law” includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation, directive or decision of the Council of the European Union or the European Commission;

“legal or administrative action” means any legal proceeding or arbitration and any administrative or regulatory action or investigation;

“liability” includes every kind of debt or liability (present or future, certain or contingent), whether incurred as principal or surety or otherwise, and where any person is under an obligation to guarantee a liability, or to indemnify or hold another person harmless in respect of it, such obligations shall exist notwithstanding that the relevant liability has not been paid or discharged by the person entitled to or claiming the benefit of the guarantee, indemnity or hold harmless obligation as the case may be;

“months” shall be construed in accordance with Clause 1.3;

“official consent” and “official requirement” shall include respectively:

(a) any consent, authorisation or clearance; and

(b) any requirement, directive, request, guideline or notice (whether general or specific and whether or not having the force of law);

of or issued by any fiscal, monetary or banking authority or any other governmental, official or public authority of any kind, including the Council of the European Union or the European Commission; and “official requirement” also includes a resolution of the United Nations or of its Security Council;

“person” includes any company, any state, political sub-division of a state and local or municipal authority and any international organisation;

“regulation” includes any regulation, rule, official directive, request or guideline (either having the force of law or compliance with which is reasonable in the ordinary course of business of the party concerned) of any governmental body, agency, department or regulatory, self-regulatory or other authority or organisation;

“successor” includes any person who is entitled (by assignment, novation, merger or otherwise) to any other person’s rights under this Agreement or the Security Documents (or any interest in those rights) or who, as administrator, liquidator or otherwise, is entitled to exercise those rights; and in particular references to a successor include a person to whom those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganisation of it or any other person; and

“tax” includes any present or future tax, duty, impost, levy or charge of any kind which is imposed by any state, any political sub-division of a state or any local or municipal authority (including any such imposed in connection with exchange controls), and any connected penalty, interest or fine.

1.3 Meaning of “month”. A period of one or more “months” ends on the day in the relevant calendar month numerically corresponding to the day of the calendar month in which the period started (“the numerically corresponding day”), but:

(a) on the Business Day following the numerically corresponding day if the numerically corresponding day is not a Business Day or, if there is no later Business Day in the same calendar month, on the Business Day preceding the numerically corresponding day; or

(b) on the last Business Day in the relevant calendar month, if the period started on the last Business Day in a calendar month or if the last calendar month of the period has no numerically corresponding day;

and “month” and “monthly” shall be construed accordingly.

1.4 General interpretation. In this Agreement:

(a) references to, or to a provision of, this Agreement, the Security Documents or any other document are references to it as amended or supplemented, whether before the date of this Agreement or otherwise;

(b) references to, or to a provision of, any law include any amendment, extension, re-enactment or replacement, whether made before the date of this Agreement or otherwise;

(d) Clauses 1.1 to 1.3 and the foregoing provisions of this Clause 1.4 apply unless the contrary intention appears; and

(e) references in Clause 1.1 to a document being in the form of a particular Appendix include references to that form with any modifications to that form which the Lender approves or reasonably requires.

1.5 Headings. In interpreting this Agreement or the Security Documents, all clause, sub-clause and other headings in this Agreement or the Security Documents shall be entirely disregarded.

1.6 Exclusion of restrictive principles of interpretation. Any principle requiring any provision of this Agreement or the Security Documents (including this Clause 1.6) to be construed narrowly or against the Lender is excluded.

2 FACILITY

2.1 Amount of Facility. Subject to the other provisions of this Agreement, the Lender shall make a revolving credit and letter of credit issuance and refinancing facility not exceeding $25,000,000 available to the Borrower for the Availability Period.

2.2 Purpose of Facility. The Borrower undertakes with the Lender to use each Utilisation only for the purpose stated in the preamble to this Agreement.

2.3 Termination. Unless renewed in accordance with Clause 2.4, the Facility shall terminate on the next Renewal Date.

2.4 Renewal. If the Lender shall have received at least 45 Business Days’ prior written notice from the Borrower requesting renewal of the Facility, such notice to expire on the next Renewal Date, it shall give written notice to the Borrower no later than 5 Business Days prior to such Renewal Date either, at its sole and absolute discretion, agreeing to renew or rejecting the Borrower’s request for renewal. If the Lender agrees to renew, the Facility shall continue until the following Renewal Date.

2.5 Increase in Facility. The Borrower may request that the Lender increase the amount of the Commitment by giving at least 45 Business Days’ prior written notice to the Lender, such notice to expire on the next Renewal Date, specifying the additional amount requested. The Lender shall give written notice to the Borrower no later than 5 Business Days prior to such Renewal Date either, at its sole and absolute discretion, agreeing to so increase the Commitment or rejecting the Borrower’s request.

3 UTILISATION

3.1 Submission of Schedule of Receivables. On each Facility Reset Date the Borrower shall submit to the Lender:

(a) a Schedule of Receivables duly executed as a deed by the Borrower and setting out details of Receivables in respect of which the Borrower may wish to submit Utilisation Notices, provided that:

(i) no more than 5 per cent. of the aggregate of all such Receivables set out in such Schedule of Receivables shall be due from any one Customer (except the United States Navy); and

(ii) such Receivables shall not have been contained in a Schedule of Receivables previously delivered under this Agreement;

(b) in respect of each Receivable contained in a Schedule of Receivables submitted to the Lender under Clause 3.1(a), a copy of the bunkering confirmation issued by the Borrower to the relevant Customer together with a copy of the Customer’s confirmation of such bunkering confirmation, together evidencing the contract entered into between the Borrower and the Customer in relation to such Receivable and complying with the following requirements:

(i) such bunkering confirmation when read together with the relevant Customer’s confirmation shall include, whether expressly or by incorporation, all the terms of such contract between the Borrower and the Customer;

(ii) in the case of Receivables relating to oil bunkers and/or lubricants supplied to the Customer by the Borrower or its employees, such bunkering confirmation when read together with the relevant Customer’s confirmation shall refer to and incorporate the Borrower’s standard terms and conditions;

(iii) in the case of Receivables relating to oil bunkers and/or lubricants supplied to the Customer by any parties other than the Borrower or its employees, such bunkering confirmation shall contain the following wording:

“AMP’s standard terms and conditions to apply, except as regards operational matters at the place of delivery, in relation to which supplier’s terms and conditions shall apply”;

(c) in respect of each Receivable contained in a Schedule of Receivables submitted to the Lender under Clause 3.1(a), a copy of the receipt for the oil bunkers and/or lubricants supplied (as relevant) complying with the following requirements:

(i) such receipt shall have been duly signed by the master or chief engineer on behalf of the vessel to which the Borrower has supplied such oil bunkers and/or lubricants (as relevant) as evidence of the relevant Customer’s irrevocable payment obligations, free from any rights of set-off or other deduction;

(ii) in the case of oil bunkering receipts or lubricant sales receipts issued by any parties other than the Borrower or its employees, such receipt shall:

(A) contain an express acknowledgement to the effect that the relevant third party has supplied the relevant Receivables to the Customer for and on behalf of the Borrower; and

(B) set out the number of the relevant bunkering confirmation to which such receipt relates;

(iii) in the case of oil bunkering receipts, such receipt shall be dated no more than 45 days before the relevant Utilisation Date and shall have a payment tenor of no more than 30 days;

(iv) in the case of lubricant sales receipts, such receipt shall be dated no more than 60 days before the relevant Utilisation Date and shall have a payment tenor of no more than 60 days;

(d) for each copy of a receipt delivered under Clause 3.1(c), a certificate duly signed by an officer of the Borrower, certifying that the copy of the relevant receipt is true and up to date;

(e) for each copy of a receipt delivered under Clause 3.1(c), a carbon copy of the relevant invoice issued to the relevant Customer, complying with the following requirements:

(i) in the case of oil bunkering invoices, such invoice shall have a payment tenor of no more than 30 days as of the date of the relevant receipt; and

(ii) in the case of lubricant sales invoices, such invoice shall have a payment tenor of no more than 60 days as of the date of the relevant receipt.

3.2 Facility Reset Date. The first Facility Reset Date shall be the date on which the Borrower delivers to the Lender the first Schedule of Receivables and each subsequent Facility Reset Date shall be the day (the “numerically corresponding day”) in each subsequent calendar month during the Availability Period numerically corresponding to the day in the relevant calendar month which was the first Facility Reset Date, but if the numerically corresponding day is not a Business Day, the subsequent Facility Reset Date shall be on the Business Day following the numerically corresponding day or, if there is no later Business Day in the same calendar month, the Business Day preceding the numerically corresponding day, but so that in the next following month the Facility Reset Date shall revert to the numerically corresponding day.

3.3 Utilisation. Subject to the fulfilment of the conditions precedent contained in Clause 4 and the following conditions, the Borrower may request a Utilisation to be made by

ensuring that the Lender receives a completed Utilisation Notice not later than 11.00 a.m. (Piraeus time) 2 Business Days prior to the intended Utilisation Date.

3.4 Availability. The conditions referred to in Clause 3.3 are that:

(a) a Utilisation Date has to be a Business Day during the Availability Period;

(b) the amount of a Utilisation has to be a minimum of $5,000,000 (or such other amount as is agreed by the Lender) or such other amount as is available pursuant to Clause 3.4(c);

(i) the Commitment; and

(ii) the aggregate of:

(A) 80 per cent. of the face value of the aggregate of all Qualifying Receivables which are included in the latest Schedule of Receivables submitted to the Lender pursuant to Clause 4.l(c); and

(B) the sum then standing to the credit of the Cash Collateral Account; and

(d) in the case of a Utilisation consisting of the issue of an L/C, such L/C shall specify an expiry date occurring not later than the Termination Date.

3.5 Utilisation Notice irrevocable. Each Utilisation Notice must be signed by a duly authorised signatory of the Borrower and, once served, the Utilisation Notice cannot be revoked without the prior consent of the Lender.

3.6 Disbursement of Utilisation. Subject to the provisions of this Agreement, the Lender shall on each Utilisation Date make the relevant Advance to the Borrower and/or issue the relevant L/C to the relevant Beneficiary, and payment to the Borrower of the Advance shall be made to the account which the Borrower specifies in the Utilisation Notice.

4 CONDITIONS PRECEDENT

4.1 Documents, fees and no default. The Lender’s obligation to make a Utilisation is subject to the following conditions precedent:

(a) that, on or before the service of the first Utilisation Notice, the Lender receives the documents described in Schedule 2 in form and substance satisfactory to it and its lawyers;

(b) that, on or before the service of the first Utilisation Notice, the Lender receives the arrangement fee referred to in
Clause 16.1(a), all accrued commitment fees payable pursuant to Clause 16.1(b) and has received payment of the expenses referred to in Clause 16.2 if they have, prior thereto, been demanded;

(c) that, on the Facility Reset Date immediately preceding each Utilisation Notice, the Lender received a Schedule of Receivables together with all other documentation required to be provided under Clause 3.1 complying in all respects with Clause 3.1;

(d) that both at the date of each Utilisation Notice and at each Utilisation Date:

(i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the Advance or the issue of the L/C;

(ii) the representations and warranties in Clause 12.1 and those (if any) in the Security Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;

(e) that the Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with this Agreement or the Security Documents which the Lender may request by notice to the Borrower prior to the relevant Utilisation Date.

4.2 Waivers of conditions precedent. If the Lender, at its discretion, permits a Utilisation to be made before certain of the conditions referred to in Clause 4.1 are satisfied, the Borrower shall ensure that those conditions are satisfied within 5 Business Days after the Utilisation Date (or such longer period as the Lender may specify).

5 INTEREST

5.1 Payment of normal interest. Subject to the provisions of this Agreement, interest on:

(a) each Advance; and

(b) the Loan,

shall be paid by the Borrower on the Facility Reset Date in respect of (i) the Interest Period in respect of such Advance or the Loan ending on that Facility Reset Date and (ii) each other Interest Period (if any) in respect of such Advance or the Loan commencing on or after the immediately preceding Facility Reset Date.

5.2 Normal Rate of Interest. Subject to the provisions of this Agreement, the rate of interest on:

(a) each Advance; and

(b) the Loan,

in each case in respect of each Interest Period applicable to it, shall be the aggregate of the Margin and LIBOR and the Mandatory Cost Rate for that Interest Period.

6 INTEREST PERIODS

6.1 Commencement of Interest Periods.

(a) The first Interest Period in respect of each Advance shall commence on the relevant Utilisation Date or, in the case of an Advance pursuant to Clause 9.2(b), on the relevant Settlement Date and shall end:

(i) on the same day as the then current Interest Period in respect of the Loan (excluding such Advance); or

(ii) if such Advance is the only Advance then outstanding, on the last day of the Interest Period determined under Clause 6.2.

(b) On the expiry of the first Interest Period in respect of each Advance, such Advance shall be amalgamated with the Loan (excluding such Advance) for the purposes of calculation of interest and determination of Interest Periods.

6.2 Duration of Interest Periods. Subject to Clause 6.3, each Interest Period in respect of an Advance or, as the case may be, the Loan (excluding such Advance) shall be one week or one month as selected by the Lender and notified by it to the Borrower not later than 2 Business Days after the commencement of each Interest Period, provided that, if a Facility Reset Date would otherwise occur during an Interest Period, such Interest Period shall be the period commencing on the expiry of the previous Interest Period and ending on such Facility Reset Date.

6.3 No Interest Period to extend beyond Termination Date. No Interest Period shall end after the Termination Date and any Interest Period which would otherwise extend beyond the Termination Date shall instead end on the Termination Date.

7 DEFAULT INTEREST

7.1 Payment of default interest on overdue amounts. The Borrower shall pay interest in accordance with the following provisions of this Clause 7 on any amount payable by the Borrower under this Agreement which the Lender does not receive on or before the relevant date, that is:

(a) the date on which this Agreement provides that such amount is due for payment; or

(b) where this Agreement provides that such amount is payable on demand, the date on which the demand is served; or

(c) if such amount has become immediately due and payable under Clause 15.4, the date on which it became immediately due and payable.

7.2 Default rate of interest. Interest shall accrue on an overdue amount from (and including) the relevant date until the date of actual payment (as well after as before judgment) at the rate per annum determined by the Lender to be 2 per cent. above:

(a) in the case of an overdue amount of principal, the higher of the rates set out at paragraphs (a) and (b) of Clause 7.3; or

(b) in the case of any other overdue amount, the rate set out at paragraph (b) of Clause 7.3.

7.3 Calculation of default rate of interest. The rates referred to in Clause 7.2 are:

(a) the rate applicable to the overdue principal amount immediately prior to the relevant date (but only for any unexpired part of any then current Interest Period);

(b) the Margin plus, in respect of successive periods of any duration (including at call) up to 3 months which the Lender may select from time to time:

(i) LIBOR and the Mandatory Cost Rate; or

(ii) if the Lender determines that Dollar deposits for any such period are not being made available to it by leading banks in the London Interbank Market in the ordinary course of business, a rate from time to time determined by the Lender by reference to the cost of funds to it from such other sources as the Lender may from time to time determine plus the Mandatory Cost Rate.

7.4 Notification of interest periods and default rates. The Lender shall promptly notify the Borrower of each interest rate determined by it under Clause 7.3 and of each period selected by it for the purposes of paragraph (b) of that Clause; but this shall not be taken to imply that the Borrower is liable to pay such interest only with effect from the date of the Lender’s notification.

7.5 Payment of accrued default interest. Subject to the other provisions of this Agreement, any interest due under this Clause shall be paid on the last day of the period by reference to which it was determined.

7.6 Compounding of default interest. Any such interest which is not paid at the end of the period by reference to which it was determined shall thereupon be compounded.

8 REDUCTION OF LETTERS OF CREDIT

8.1 Reduction of Outstanding L/C Amounts. The Outstanding L/C Amount of an L/C shall not be treated as reduced for the purposes of this Agreement unless and until:

(a) the Lender has received a written confirmation from the Beneficiary of such L/C of the amount of such reduction; or

(b) the Lender has notified the Borrower in writing that (notwithstanding the absence of a written confirmation from the Beneficiary of such L/C) it is satisfied that its liability under the L/C has been irrevocably reduced or discharged; or

(d) the expiry date of the L/C elapses and the Lender has notified the Borrower in writing that it is satisfied that no claim or demand has been made, or may thereafter be made, under the L/C.

8.2 Reduction of Outstandings. If the Outstanding L/C Amount of an L/C has been reduced pursuant to Clause 8.1 above, the Outstandings shall be reduced by an equal amount.

9 SETTLEMENT OF LETTERS OF CREDIT

9.1 Notification of Settlement Amounts. The Lender shall, immediately after receiving a demand from, or after being notified by, a Beneficiary that it is required to make payment under an L/C, notify the Borrower that such payment is due and of the Settlement Amount and the Settlement Date.

9.2 Borrower’s settlement. The Borrower shall immediately after notification from the Lender under Clause 9.1, notify the Lender:

(a) that it will reimburse the Settlement Amount, whereupon it shall pay to the Lender the Settlement Amount in Dollars on the Settlement Date; or

(b) that it wishes to refinance the Settlement Amount, whereupon, subject to the satisfaction of the conditions precedent contained in Clause 4.1(d)(i) and (ii), the Lender shall be deemed to have made an Advance to the Borrower on the Settlement Date in the principal amount equal to such Settlement Amount.

9.3 Borrower’s failure to settle. If the Borrower fails to notify the Lender on or prior to the Settlement Date pursuant to Clause 9.2, the Borrower shall be deemed to have delivered a notice in accordance with Clause 9.2(b).

10 INDEMNITY OF THE BORROWER

10.1 Borrower’s undertaking to indemnify. The Borrower agrees that it shall:

(a) pay to the Lender upon demand by the Lender an amount equal to each amount paid by the Lender to a Beneficiary under any L/C and which is not:

(i) otherwise fully reimbursed, paid or repaid by the Borrower under this Agreement; or

(ii) refinanced in accordance with Clause 9.2(b);

(b) indemnify, as a principal and independent debtor, the Lender on demand against all actions, claims, demands, liabilities, costs, losses, damages and expenses incurred, suffered or sustained or any penalty or other expenditure which may result or which the Lender may incur, suffer or sustain in connection with or arising out of or in relation to any L/C Obligations and/or the payment under or other performance of an L/C.

10.2 Letter of Credit payments. The Borrower:

(a) irrevocably authorises the Lender to make any payment demanded from it pursuant to an L/C if that demand is made in accordance with its terms;

(b) accepts that any demand for payment made by the Beneficiary pursuant to an L/C and which is made in accordance with its terms shall be conclusive evidence that the Lender was liable to make payment under that L/C and any payment which the Lender makes pursuant to any such demand shall be accepted by the Borrower as binding upon the Borrower; and

(c) acknowledges and agrees that the Lender shall not in any circumstances whatsoever be liable to the Borrower in respect of any loss or damage suffered by the Borrower by reason of the Lender making a payment to the Beneficiary in connection with any payment demanded under an L/C.

10.3 Continuing indemnities. The liabilities and obligations of the Borrower under the indemnities set out in Clause 10.1 shall remain in force as a continuing security until:

(a) the full, prompt and complete performance of all the terms of such indemnities including the proper and valid payment of all amounts that may become due to the Lender under this Clause 10.3; and

(b) subject to Clause 10.4, an absolute discharge or release of the Borrower signed by the Lender;

and accordingly the Borrower shall not have, as regards those indemnities, any of the rights or defences of a surety.

10.4 Discharges. Any such discharge or release referred to in Clause 10.3, and any composition or arrangement which the Borrower may effect with the Lender, shall be deemed to be made subject to the condition that it will be void if any payment or security which the Lender, may previously have received or may thereafter receive is set aside under any applicable law or proves to have been for any reason invalid.

10.5 No impairment. Without limiting the generality of Clauses 10.3 and 10.4, the Borrower shall neither be discharged from any of its liabilities or obligations under Clause 10.1 by, nor have any claim against the Lender in respect of:

(a) any misrepresentation or non-disclosure respecting the affairs or condition of the Lender made to the Borrower by any person; or

(b) a Beneficiary and/or the Lender releasing or granting any time or any indulgence whatsoever or making any settlement, composition or arrangement with the Borrower, a Beneficiary, the Guarantor or any other person; or

(c) a Beneficiary and/or the Lender asserting or pursuing, failing or neglecting to assert or pursue, or delaying in asserting or pursuing, or waiving, any of their rights or remedies against the Borrower, a Beneficiary, the Guarantor or any other person; or

(d) a Beneficiary and/or the Lender and/or the Borrower, with the consent of the Borrower (or with or without the consent of the Borrower in the case of any variation agreed between a Beneficiary and the Borrower or the person whose obligations are guaranteed thereby), making, whether expressly or by conduct, any variation to any L/C Obligations or an L/C; or

(e) a Beneficiary and/or the Lender and/or the Borrower:

(i) taking, accepting, varying, dealing with, enforcing, abstaining from enforcing, surrendering or releasing any security in relation to a Beneficiary or the Lender or the Borrower or any other person in such manner as it or they think fit; or

(ii) claiming, proving for, accepting or transferring any payment in respect of the obligations and liabilities of the Borrower and/or a Beneficiary relative to any L/C Obligations or under this Agreement in any composition by, or winding up of, the Borrower and/or any third party or abstaining from so claiming, proving, accepting or transferring; or

(f) any assignment or transfer by a Beneficiary of, or any succession to, any of its rights relative to any L/C Obligations or an L/C.

10.6 Provision of cash collateral security. Forthwith upon, or at any time following:

(a) the occurrence of an Event of Default; or

(b) the service of a notice under Clause 15.2(a); or

then in any such circumstances the Lender shall be entitled (but not obliged) to demand payment by the Borrower of, and the Borrower forthwith upon such demand shall pay to the Lender for credit to the Cash Collateral Account, such amount as shall be the aggregate of:

(i) any Settlement Amount then due from the Borrower to the Lender but not settled in accordance with Clause 9.2(a); and

(ii) the Outstandings.

10.7 Application of cash collateral security. Subject always to the overriding provisions of Clause 18, moneys received by the Lender pursuant to Clause 10.6 shall be applied (as between the Borrower on the one hand and the Lender on the other) in the following manner:

(a) first, in or towards payment of any Settlement Amount then due from the Borrower to the Lender pursuant to Clause 9.2(a) and not reimbursed;

(b) secondly, in payment to the Lender for application from time to time by it (and the Borrower hereby irrevocably authorises the Lender so to apply any such moneys) in or towards payment of, or reimbursement to the Lender for, any amount which the Lender shall or may at any time and from time to time thereafter pay or be or become liable to pay to a Beneficiary under or pursuant to or in connection with an L/C (including any amount payable under Clause 10.8); and

(c) thirdly, in or towards payment of all other sums which may be owing to the Lender under or in connection with an L/C.

10.8 Negotiation with Beneficiaries after Event of Default. The Borrower:

(a) irrevocably authorises the Lender to negotiate with any Beneficiary at any time after the occurrence of any Event of Default or Potential Event of Default with a view to arranging for the prepayment by the Lender, for the account of the Borrower of any L/C Obligations; and

(b) agrees that at any time after the occurrence of any Event of Default or Potential Event of Default the Lender shall be entitled (but not, so far as the Borrower is concerned, bound) to pay to a Beneficiary, in such manner and upon such terms as the Lender and the Beneficiary shall agree, any L/C Obligations.

11 REPAYMENT, PREPAYMENT AND CANCELLATION

11.1 Repayment of Loan. The Loan shall be repaid as provided in Clauses 11.2, 11.3 and 11.4.

11.2 Application of the Cash Collateral Account. On each Facility Reset Date the Lender shall apply the whole of the amount standing to the credit of the Cash Collateral Account (excluding any amounts resulting from a payment under Clause 10.6):

(a) FIRST: in or towards repayment of the Loan and payment of interest on the Loan due on such Facility Reset Date as provided in Clause 5.1;

(b) SECONDLY: in or towards satisfaction of any other amounts then due and payable under this Agreement in such order of application and/or such proportions as the Lender may specify by notice to the Borrower;

(c) THIRDLY: if on such Facility Reset Date Outstandings exceed 80 per cent. of the Qualifying Receivables, in retention of such amount as is necessary so as to ensure that the Outstandings do not exceed 80 per cent. of the Qualifying Receivables; and

(d) FOURTHLY: any surplus shall be paid to the Borrower.

11.3 Further repayment provisions. If on any Facility Reset Date the amount applied in accordance with Clause 11.2 is insufficient to repay the Loan in its entirety, the Borrower shall on such Facility Reset Date repay the whole of the then outstanding balance of the Loan.

11.4 Payments on Termination Date. On the Termination Date, the Borrower shall repay the Loan and pay to the Lender all other sums then accrued or owing under this Agreement.

11.5 Voluntary prepayment. Subject to the following conditions, the Borrower may prepay the whole or part of an Advance.

11.6 Conditions for voluntary prepayment. The conditions referred to in Clause 11.5 are:

(a) that the Lender has received from the Borrower at least 5 days’ prior written notice specifying the amount to be prepaid and the date on which the prepayment is to be made;

(b) that the amount to be prepaid shall be a minimum of US$5,000,000 (or such other amount as is agreed by the Lender); and

(c) that the Borrower has provided evidence satisfactory to the Lender that any official consent required by the Borrower in connection with the prepayment has been obtained

and remains in force, and that any official requirement relevant to this Agreement which affects the Borrower has been complied with.

11.7 Effect of notice of prepayment. A prepayment notice may not be withdrawn or amended without the consent of the Lender and the amount specified in the prepayment notice shall become due and payable by the Borrower on the date for prepayment specified in the prepayment notice.

11.8 Amounts payable on prepayment. A prepayment shall be made together with accrued interest (and any other amount payable under Clause 17 or otherwise) in respect of the amount prepaid and, if the prepayment is not made on the last day of an Interest Period together with any sums payable under Clauses 17.1(b) and 17.2 but without premium or penalty.

11.9 Reborrowing permitted. Subject to the terms of this Agreement, any amount repaid or prepaid may be re-borrowed, provided that following a prepayment under this Clause 11 the Borrower may not submit a Utilisation Notice before the next following Facility Reset Date.

11.10 Withdrawal of surplus from Cash Collateral Account. The Borrower may at any time during the Loan Period by giving 2 Business Days’ prior written notice to the Lender request that the Lender pay an amount equal to or more man $100,000 from the Cash Collateral Account to such account as the Borrower may specify in such notice, and the Lender shall act in accordance with such request provided that:

(a) the amount retained in the Cash Collateral Account after such payment shall be sufficient:

(i) to enable the Lender to apply any amounts required to be applied on the next Facility Reset Date in accordance with Clauses 11.2(a) to 11.2(c); and

(ii) to ensure that at such time the Aggregate Liabilities do not exceed 80 per cent. of the sum of the Qualifying Receivables and the amount retained in the Cash Collateral Account; and

(b) no Event of Default or Potential Event of Default has then occurred and is continuing.

12 REPRESENTATIONS AND WARRANTIES

12.1 General. The Borrower represents and warrants to the Lender as follows.

12.2 Status. The Borrower is duly incorporated and validly existing and in good standing under the laws of Liberia.

12.3 Corporate power. The Borrower has the corporate capacity, and has taken all corporate action and obtained all official consents necessary for it:

(a) to execute this Agreement and the Security Documents;

(b) to borrow under this Agreement and to make all the payments contemplated by, and to comply with, this Agreement; and

12.4 Official consents in force. All the official consents referred to in Clause 12.3 remain in force and nothing has occurred which makes any of them liable to revocation.

12.5 Legal validity.

(a) This Agreement constitutes the Borrower’s legal, valid, binding and enforceable obligations; and

(b) the Security Documents create legal, valid and binding Security Interests enforceable in accordance with their terms over all the assets to which they, by their terms, relate;

in each case, subject to any relevant insolvency laws affecting creditors’ rights generally.

12.6 No third party Security Interests. At the time of execution and delivery of this Agreement and the Security Documents:

(a) the Borrower will have the right to create all the Security Interests which the Security Documents purport to create; and

(b) no third party will have any Security Interest or any interest, right of claim over, in or in relation to, any asset to which any such Security Interest, by its terms, relates.

12.7 No conflicts. The execution by the Borrower of this Agreement and the Security Documents, and the borrowing by the Borrower of a Utilisation, and its compliance with this Agreement and the Security Documents will not involve or lead to a contravention of:

(a) any law or official requirement applicable to it; or

(b) the constitutional documents of the Borrower; or

12.8 No withholding taxes. All payments which the Borrower is liable to make under this Agreement and the Security Documents may be made without deduction or withholding for or on account of any tax payable under any law of any Pertinent Jurisdiction.

12.9 No default. No Event of Default or Potential Event of Default has occurred and is continuing.

12.10 Information. All information which has been provided in writing by or on behalf of the Borrower to the Lender in connection with this Agreement and the Security Documents satisfied the requirements of Clause 13.5; all audited and unaudited accounts which have been so provided satisfied the requirements of Clause 13.7; and mere has been no material adverse change in the financial position or state of affairs of the Borrower from that disclosed in the latest of those accounts.

12.11 No litigation. No legal or administrative action involving the Borrower has been commenced or taken or, to the Borrower’s knowledge, is likely to be commenced or taken which, in either case, would be likely to have a material adverse effect on the Borrower’s financial position or profitability.

12.12 Compliance with certain undertakings. At the date of this Agreement, the Borrower is in compliance with the provisions of Clauses 13.2, 13.4 and 13.9 and the provisions of the Security Documents.

12.13 Taxes paid. The Borrower has paid all taxes applicable to, or imposed on, or in relation to, the Borrower or its business.

12.14 Repetition. The representations and warranties of the Borrower set out in Clauses 12.2 to 12.14 shall survive the execution of this Agreement and the Security Documents and the making of each Utilisation and shall, subject to Clause 12.15, be deemed to be

repeated at the beginning of each Interest Period, with reference to the facts and circumstances existing at each such time, as if made at each such time.

12.15 Qualification to repetition. The repeating provisions of Clause 12.14 shall not apply to the representations and warranties contained in Clauses 12.8 and 12.11.

13 UNDERTAKINGS

13.1 General. The Borrower undertakes with the Lender to comply with the following provisions of this Clause 13 at all times during the Loan Period, except as the Lender may otherwise permit.

13.2 Negative pledge. The Borrower shall not create or permit to arise any Security Interest over any Qualifying Receivables.

13.3 No disposal of assets. The Borrower shall not (except in the ordinary course of business or operations, in which case the Borrower shall give 60 days’ prior written notice to the Lender of the same) either in a single transaction or in a series of transactions, whether related or not and whether voluntarily or involuntarily; sell, transfer, grant a lease of otherwise dispose of to any person:

(a) all or more than 15 per cent (in value) of its assets; or

(b) any debt payable to it or any right (present, future or contingent right) to receive a payment, including any right to damages or compensation.

13.4 No change of business. The Borrower shall not engage in any business or activities other than the business and activities carried on by it at the date of this Agreement.

13.5 Information provided to be accurate. All financial and other information which is provided in writing by or on behalf of the Borrower under, or in connection with, this Agreement and the Security Documents shall be true and not misleading and shall not omit any material fact or consideration.

13.6 Provision of financial statements. The Borrower shall send to the Lender:

(a) as soon as possible, but in no event later than 4 months after the end of each financial year of the Borrower, the audited accounts of the Borrower;

(b) as soon as possible, but in no event later than 4 months after the end of each financial year of the ultimate parent company of the Borrower, the audited consolidated accounts of such ultimate parent company of the Borrower and its subsidiaries (if such accounts are in fact drawn up);

(c) as soon as possible, but in no event later than 2 months after the end of each half-year in each financial year of the Borrower, the unaudited accounts of the Borrower which are certified as to their correctness by the chief financial officer of the Borrower;

(d) as soon as possible, but in no event later than 1 month after they are produced, any management accounts of the Borrower.

13.7 Form of financial statements. All accounts (audited and unaudited) delivered under Clause 13.6 shall:

(a) be prepared in accordance with all applicable laws and generally accepted accounting principles consistently applied;

(b) give a true and fair view of the state of affairs of the Borrower or ultimate parent company of the Borrower and its subsidiaries, as relevant, at the date of those accounts and of its profit for the period to which those accounts relate; and

(c) fully disclose or provide for all significant liabilities of the Borrower or ultimate parent company of the Borrower and its subsidiaries, as relevant.

13.8 Shareholder and creditor notices. The Borrower shall send the Lender, at the same time as they are despatched, copies of all communications which are despatched to the Borrower’s shareholders or creditors or any class of them.

13.9 Official consents. The Borrower shall maintain in force and promptly obtain or renew, and shall promptly send certified copies to the Lender of, all official consents required:

(a) for the Borrower to perform its obligations and liabilities under this Agreement and the Security Documents; and

(b) for the validity or enforceability of this Agreement and the Security Documents;

and the Borrower shall comply with the terms of all such official consents.

13.10 Maintenance of obligations. The Borrower shall:

(a) at its own cost, do all that it reasonably can to ensure that each of this Agreement and the Security Documents validly creates the liabilities, obligations and, as appropriate, the Security Interests which it purports to create; and

(b) without limiting the generality of paragraph (a) above, at its own cost, promptly register, file, record or enrol this Agreement and the Security Documents with any court or authority in all relevant jurisdictions, pay any stamp, registration or similar tax in all relevant jurisdictions in respect of this Agreement and the Security Documents, give any notice or take any other step which may be or become necessary or desirable for this Agreement and the Security Documents to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates; and

(c) ensure that its liabilities under this Agreement are secured by, and in accordance with, the Security Documents subject to any relevant insolvency laws affecting creditors’ rights generally.

13.11 Notification of litigation. The Borrower shall provide the Lender with details of any legal or administrative action involving the Borrower as soon as such action is instituted or it becomes apparent to the Borrower that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered material in the context of this Agreement and the Security Documents.

13.12 Confirmation of no default. The Borrower shall, within 2 Business Days after service by the Lender of a written request, serve on the Lender a notice which is signed by 2 directors of the Borrower and which:

(a) states that no Event of Default or Potential Event of Default has occurred; or

(b) states that no Event of Default or Potential Event of Default has occurred, except for a specified event or matter, of which all material details are given.

13.13 Notification of default. The Borrower shall notify the Lender as soon as the Borrower becomes aware of:

(a) the occurrence of an Event of Default or a Potential Event of Default; or

(b) any matter which indicates that an Event of Default or a Potential Event of Default may have occurred;

and shall thereafter keep the Lender fully up-to-date with all developments.

13.14 Provision of further information. The Borrower shall, as soon as practicable after receiving the request, provide the Lender with any additional financial or other information relating to the Borrower, its businesses or to any other matter relevant to, or to any provision of, this Agreement or the Security Documents which may be requested by the Lender at any time.

14 PAYMENTS AND CALCULATIONS

14.1 Payments of Receivables. The Borrower shall procure that each Customer pays all Receivables due from it which are the subject of a Schedule of Receivables to the Cash Collateral Account when due.

14.2 Other payments. All payments to be made by the Borrower to the Lender under this Agreement and the Security Documents shall be made to the Lender:

(a) by not later than 11.00 a.m. (New York time) on the due date;

(b) in same day Dollar funds settled through the New York Clearing House Interbank Payments System (or in such other Dollar funds and/or settled in such other manner as the Lender shall specify as being customary at the time for the settlement of international transactions of the type contemplated by this Agreement); and

(c) to the account of the Lender at American Express Bank Limited, 23rd Floor, American Express Tower, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, U.S.A. (Account No 000261123), or to such other account with such other bank as the Lender may from time to time notify to the Borrower.

14.3 Payment on non-Business Day. If any payment by the Borrower under this Agreement or a Security Document would otherwise fall due on a day which is not a Business Day:

(a) the due date shall be extended to the next succeeding Business Day; or

(b) if the next succeeding Business Day falls in the next calendar month, the due date shall be brought forward to the immediately preceding Business Day;

and interest shall be payable during any extension under paragraph (a) at the rate payable on the original due date.

14.4 Basis for calculation of periodic payments. All interest and commitment fee and any other payments under this Agreement which are of an annual or periodic nature shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a 360 day year.

14.5 Lender accounts. The Lender shall maintain an account showing the amounts advanced by the Lender and all other sums owing to the Lender from the Borrower under this Agreement and the Security Documents and all payments in respect of those amounts made by the Borrower.

14.6 Accounts prima facie evidence. If the account maintained under Clause 14.5 shows an amount to be owing by the Borrower to the Lender, that account shall be prima facie evidence that that amount is owing to the Lender.

15 EVENTS OF DEFAULT

15.1 Events of Default. An Event of Default occurs if:

(a) the Borrower or the Guarantor fails to pay when due or (if so payable) on demand any sum payable under this Agreement or the Security Documents or under any document relating to this Agreement or the Security Documents; or

(b) any breach occurs of Clause 4.2, 13.2, 13.3 or 13.4; or

(c) any breach by the Borrower or the Guarantor occurs of any provision of this Agreement or the Security Documents (other than a breach covered by paragraph (a) or (b) above) unless, in the opinion of the Lender, such default is capable of remedy and such default is remedied to the satisfaction of the Lender within 10 days after written notice from the Lender requesting action to remedy the same; or

(d) (subject to any applicable grace period specified in this Agreement or the Security Documents) any breach by the Borrower or the Guarantor occurs of any provision of this Agreement or the Security Documents (other than a breach covered by paragraph (a), (b) or (c) above); or

(e) any representation, warranty or statement made by, or by an officer of, the Borrower or the Guarantor in this Agreement or the Security Documents or in a Utilisation Notice or any other notice or document relating to this Agreement or the Security Documents is untrue or misleading when it is made or deemed to be repeated; or

(f) any of the following occurs in relation to any Financial Indebtedness of the Borrower or the Guarantor:

(i) any Financial Indebtedness of the Borrower or the Guarantor is not paid when due or, if so payable, on demand; or

(ii) any Financial Indebtedness of the Borrower or the Guarantor becomes due and payable or capable of being declared due and payable prior to its stated maturity date as a consequence of any event of default; or

(iii) a lease or hire purchase agreement creating any Financial Indebtedness of the Borrower or the Guarantor is terminated by the lessor or owner or becomes capable of being terminated as a consequence of any termination event; or

(iv) any overdraft, loan, note issuance, acceptance credit, letter of credit, guarantee, foreign exchange or other facility, or any swap or other derivative contract of transaction, relating to any Financial Indebtedness of the Borrower or the Guarantor ceases to be available or becomes capable of being terminated as a result of any event of default, or cash cover is required, or becomes capable of being required, in respect of such a facility as a result of any event of default; or

(v) any Security Interest securing any Financial Indebtedness of the Borrower or the Guarantor becomes enforceable; or

(g) any of the following occurs:

(i) the Borrower or the Guarantor becomes, in the opinion of the Lender, unable to pay its debts as they fall due; or

(ii) any assets of the Borrower or the Guarantor are subject to any form of execution, attachment, arrest, sequestration, distress or any form of freezing order in respect of

a sum of, or sums aggregating, $250,000 or more or the equivalent in another currency; or

(iii) any administrative receiver or other receiver is appointed over any asset of the Borrower; or

(iv) any step is taken in relation to the appointment of an administrative receiver of the Borrower; or

(v) an administrator is appointed (whether by the court or otherwise) in respect of the Borrower;

(vi) a resolution is passed, an application to a court is made or any other step is taken by a creditor of the Borrower (other than the holder of Security Interests which together relate to all or substantially all of the assets of the Borrower) for the appointment of an administrator in respect of the Borrower, unless:

(A) the proposed administration is being contested in good faith, on substantial grounds and not with a view to some other insolvency law procedure being implemented instead;

(B) the application is dismissed or withdrawn within 30 days of being made; and

(C) the Borrower will continue to carry on business in the ordinary way and without being the subject of any actual, interim or pending insolvency law procedure; or

(vii) an Administration Notice is given or filed, a resolution is passed, an application to a court is made or any other step is taken by:

(A) the members of the Borrower,

(B) the directors of the Borrower, or

(C) a creditor that is a holder of Security Interests which together relate to all or substantially all of the assets of the Borrower,

for or with a view to the appointment of an administrator in respect of the Borrower; or

(viii) a resolution is passed, an application to a court is made or any other step is taken by a government minister or public or regulatory authority of a Pertinent Jurisdiction for or with a view to the appointment of an administrator in respect of the Borrower; or

(ix) a petition is presented to a court, a resolution is passed, or any other step is taken for or with a view to the appointment of a provisional liquidator in respect of the Borrower unless:

(A) the proposed appointment is being contested in good faith, on substantial grounds and not with a view to some other insolvency law procedure being implemented instead;

(B) the petition is dismissed or withdrawn within 30 days of being presented; and

(C) the Borrower will continue to carry on business in the ordinary way and without being the subject of any actual, interim or pending insolvency law procedure; or

(x) a petition is presented to a court, a resolution is passed or any other step is taken for or with a view to the winding up of the Borrower, save that this paragraph does not apply to a fully solvent winding up of the Borrower which is, or is to be, effected for the purposes of an amalgamation or reconstruction previously approved by the Lender and effected not later than 3 months after the commencement of the winding up; or

(xi) the Guarantor or, in any proceedings, a lawyer acting for the Guarantor makes any formal declaration of bankruptcy or any formal statement to the effect that the Guarantor is insolvent or likely to become insolvent; or

(xii) any meeting of the members or directors, or of any committee of the board or senior management, of the Borrower is held or summoned for the purpose of considering a resolution or proposal to authorise or take any action of a type described in paragraphs (v) to (xi) above or a step preparatory to such action, or (with or without such a meeting) the members, directors or such a committee resolve or agree that that such an action or step should be taken or should be taken if certain conditions materialise or fail to materialise; or

(xiii) in any country other than England, any event occurs or any proceedings are opened or commenced or any step is taken which, in the opinion of the Lender, is similar to any of the foregoing; or

(h) the Guarantor, the Borrower or the Borrower’s directors petition or apply to a court for, or the Guarantor, the Borrower or the Borrower’s directors take any steps to obtain or submit or present a document setting out the proposed terms of, or any other proposal for, any form of moratorium, suspension or deferral of payments, reorganisation of the Guarantor’s or the Borrower’s debt (or certain of the Guarantor’s or the Borrower’s debt) or arrangement with all or a substantial proportion (by number or value) of the Guarantor’s or the Borrower’s creditors or of any class of them or any such moratorium, suspension or deferral of payments, reorganisation or arrangement is effected by court order, by the filing of documents with a court, by means of a contract or in any other way at all; or

(i) the Borrower ceases or suspends carrying on its business or a part of its business which, in the opinion of the Lender, is material in the context of this Agreement or the Security Documents; or

(j) it becomes unlawful in any Pertinent Jurisdiction or impossible:

(i) for the Borrower or the Guarantor to discharge any liability under this Agreement or to comply with any other obligation which the Lender considers material under this Agreement or the Security Documents; or

(ii) for the Lender to exercise or enforce any right under this Agreement or the Security Documents; or

(k) any official consent necessary to enable the Borrower to comply with any provision which the Lender considers material of this Agreement or the Security Documents is not granted, expires without being renewed, is revoked or becomes liable to revocation or any condition of such a consent is not fulfilled; or

(1) without the prior written consent of the Lender there is a change in the legal and beneficial ownership, or in the ultimate beneficial ownership, of the shares in the Borrower from that existing at the date of this Agreement and disclosed to the Lender; or

(m) any provision which the Lender considers material of this Agreement or the Security Documents proves to have been or becomes invalid or unenforceable; or

(n) any other event occurs or any other circumstances arise or develop including, without limitation a change in the financial position, state of affairs or prospects of the Borrower or the Guarantor, in the light of which the Lender considers that there is a significant risk that the Borrower or the Guarantor is, or will later become, unable to discharge its liabilities and obligations under this Agreement or the Security Documents, as appropriate, as they fall due.

15.2 Actions following an Event of Default. On, or at any time after, the occurrence of an Event of Defeult, the Lender may:

(a) serve on the Borrower a notice stating that the Commitment and all liabilities and obligations of the Lender to the Borrower under this Agreement are terminated; and/or

(b) serve on the Borrower a notice stating that the Loan, all accrued interest and all other amounts accrued or owing under this Agreement and the Security Documents are immediately due and payable or are due and payable on demand; and/or

(c) take any other action which, as a result of the Event of Default or any notice served under paragraph (a) or (b) above, the Lender is entitled to take under this Agreement, the Security Documents or any applicable law.

15.3 Termination of obligations. On the service of a notice under paragraph (a) of Clause 15.2, the Commitment and all the liabilities and obligations of the Lender to the Borrower under this Agreement shall terminate.

15.4 Acceleration of Loan. On the service of a notice under paragraph (b) of Clause 15.2, the Loan, all accrued interest and all other amounts accrued or owing from the Borrower under this Agreement and the Security Documents shall become immediately due and payable or, as the case may be, payable on demand.

15.5 Multiple notices; action without notice. The Lender may serve notices under paragraphs (a) and (b) of Clause 15.2 simultaneously or on different dates and it may take any action referred to in that Clause if no such notice is served or simultaneously with, or at any time after, the service of both or either of such notices.

15.6 Exclusion of Lender liability. Neither the Lender nor any receiver or manager appointed by the Lender, shall have any liability to the Borrower or the Guarantor for any loss caused by an exercise of rights under this Agreement or the Security Documents or by any failure or delay to exercise such a right except that this does not exempt the Lender or a receiver or manager from liability for losses shown to have been directly and mainly caused by the dishonesty or the wilful misconduct of the Lender’s own officers and employees or (as the case may be) such receiver’s or manager’s own partners or employees.

15.7 Interpretation. In Clause 15.1(f), references to an event of default or a termination event include any event, howsoever described, which is similar to an event of default in a facility agreement or a termination event in a finance lease; and, in Clause 15.1(g), “petition” includes an application.

16 FEES AND EXPENSES

16.1 Fees. The Borrower shall pay to the Lender:

(a) on the earlier of the first Utilisation Date and the date falling 10 Business Days after the date of this Agreement, an arrangement fee of $100,000;

(b) monthly in arrears during the Availability Period and on the last day thereof a commitment fee at the rate of 0.3 per cent. per annum on the amount of the Available Commitment;

(d) on each Utilisation Date on which the Lender issues an L/C pursuant to a Utilisation Notice, a processing fee of $500 in respect of each L/C so issued.

16.2 Costs of negotiation, preparation etc. The Borrower shall pay to the Lender on its demand the amount of all expenses incurred by the Lender in connection with the negotiation, preparation, execution or registration of this Agreement, the Security Documents or any related document or with any transaction or matter relating to a transaction contemplated by this Agreement, the Security Documents or a related document, Provided that, if the Borrower shall have paid the arrangement fee referred to in Clause 16.1(a) above, the Lender shall apply $35,000 of such fee towards satisfaction of the Borrower’s obligation under this Clause 16.2.

16.3 Costs of variation, amendments, enforcement etc. The Borrower shall pay to the Lender, on the Lender’s demand, the amount of all expenses incurred by the Lender in connection with:

(a) any amendment or supplement to this Agreement, the Security Documents, or any proposal for such an amendment to be made;

(b) any consent or waiver by the Lender under or in connection with this Agreement, the Security Documents, or any request for such a consent or waiver; and

(c) any step taken by the Lender with a view to the protection, exercise or enforcement of any right created by this Agreement, the Security Documents or for any similar purpose.

There shall be recoverable under paragraph (c) the full amount of all legal expenses, whether or not such as would be allowed under rules of court or any taxation or other procedure carried out under such rules.

16.4 Documentary taxes. The Borrower shall promptly pay any tax payable on or by reference to this Agreement or the Security Documents, and shall, on the Lender’s demand, fully indemnify the Lender against any liabilities and expenses resulting from any failure or delay by the Borrower to pay such a tax.

16.5 Certification of amounts. A notice which is signed by 2 officers of the Lender, which states that a specified amount, or aggregate amount, is due to the Lender under this Clause 16 and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.

17 INDEMNITIES

17.1 Indemnities regarding Utilisations and payment of Aggregate Liabilities. The Borrower shall fully indemnify the Lender on its demand in respect of all claims and losses which are made or brought against or incurred by the Lender, or which the Lender reasonably and with due diligence estimates that it will incur, as a result of or in connection with:

(a) an Advance not being borrowed or an L/C not being issued on the date specified in the Utilisation Notice for any reason other than a default by the Lender;

(b) the receipt or recovery of all or any part of a Utilisation or an overdue sum otherwise than on the last day of an Interest Period or other relevant period;

(c) any failure (for whatever reason) by the Borrower to make payment of any amount due under this Agreement or the Security Documents on the due date or, if so payable, on demand (after giving credit for any default interest paid by the Borrower on the amount concerned under Clause 7);

(d) the occurrence and/or continuance of an Event of Default or a Potential Event of Default and/or the acceleration of repayment of the Loan under Clause 15;

and in respect of any tax (other than tax on its overall net income) for which the Lender is liable in connection with any amount paid or payable to the Lender (whether for its own account or otherwise) under this Agreement or the Security Documents.

17.2 Breakage costs. Without limiting its generality, Clause 17.1 covers any claim or loss, including a loss of a prospective profit, incurred by the Lender:

(a) in liquidating or employing deposits from third parties acquired or arranged to fund or maintain all or any part of the Loan and/or any overdue amount (or an aggregate amount which includes the Loan or any overdue amount); and

(b) in terminating, or otherwise in connection with, any interest and/or currency swap or any other transaction entered into (whether with another legal entity or with another office or department of the Lender) to hedge any exposure arising under this Agreement or a number of transactions of which this Agreement is one.

17.3 Miscellaneous indemnities. The Borrower shall fully indemnify the Lender on its demand in respect of all claims and losses which may be made or brought against, or incurred by, the Lender, in any country, in relation to:

(a) any action taken, or omitted or neglected to be taken, under, or in connection with, this Agreement or the Security Documents by the Lender;

(b) any other event, matter or question which occurs or arises at any time during the Loan Period and which has any connection with, or any bearing on, this Agreement or the Security Documents, any payment or other transaction relating to this Agreement or the Security Documents;

other than claims and losses which are shown to have been directly and mainly caused by the gross negligence or the wilful misconduct of the Lender’s own officers or employees.

17.4 Currency indemnity. If any sum due from the Borrower to the Lender under this Agreement or the Security Documents or under any order or judgment relating to this Agreement or the Security Documents has to be converted from the currency in which this Agreement or the Security Documents provided for the sum to be paid (the “Contractual Currency”) into another currency (the “Payment Currency”) for the purpose of:

(a) making or lodging any claim or proof against the Borrower whether in its liquidation, any arrangement involving it or otherwise; or

(b) obtaining an order or judgment from any court or other tribunal; or

the Borrower shall indemnify the Lender against the loss arising when the amount of the Payment Currency actually received by the Lender is converted at the available rate of exchange into the Contractual Currency.

In this Clause 17.4, the “available rate of exchange” means the rate at which the Lender is able at the opening of business (Piraeus time) on the Business Day after it receives the sum concerned to purchase the Contractual Currency with the Payment Currency.

This Clause 17.4 creates a separate liability of the Borrower which is distinct from its other liabilities under this Agreement or the Security Documents and which shall not be merged in any judgment or order relating to those other liabilities.

17.5 Certification of amounts. A notice which is signed by 2 officers of the Lender, which states that a specified amount, or aggregate amount, is due to the Lender under this Clause 17 and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.

18 NO SET-OFF OR TAX DEDUCTION

18.1 No deductions. All amounts due from the Borrower under this Agreement and the Security Documents shall be paid;

(a) without any form of set-off; cross-claim or condition; and

(b) free and clear of any tax deduction except a tax deduction which the Borrower is required by law to make.

18.2 Grossing-up for taxes. If the Borrower is required by law to make a tax deduction from any payment:

(a) the Borrower shall notify the Lender as soon as it becomes aware of the requirement;

(b) the Borrower shall pay the tax deducted to the appropriate taxation authority promptly, and in any event before any fine or penalty arises; and

(c) the amount due in respect of the payment shall be increased by the amount necessary to ensure that the Lender receives and retains (free from any liability relating to the tax deduction) an amount which, after the tax deduction, is equal to the full amount which it would otherwise have received.

18.3 Evidence of payment of taxes. Within one month after making any tax deduction, the Borrower shall deliver to the Lender documentary evidence satisfactory to the Lender that the tax had been paid to the appropriate taxation authority.

18.4 Exclusion of tax on overall net income. In this Clause 18, “tax deduction” means any deduction or withholding for or on account of any present or future tax except tax on the Lender’s overall net income.

19 ILLEGALITY, ETC

19.1 Illegality. This Clause 19 applies if the Lender notifies the Borrower that it has become, or will with effect from a specified date, become:

(a) unlawful or prohibited as a result of the introduction of a new law, an amendment to an existing law or a change in the manner in which an existing law is or will be interpreted or applied; or

(b) contrary to, or inconsistent with, an official requirement,

for the Lender to maintain or give effect to any of its liabilities and obligations under this Agreement in the manner contemplated by this Agreement.

19.2 Notification and effect of illegality. On the Lender notifying the Borrower under Clause 19.1, the Lender’s obligation to make any further Utilisations shall terminate; and thereupon or, if later, on the date specified in the Lender’s notice under Clause 19.1 as the date on which the notified event would become effective the Borrower shall prepay the Loan in full in accordance with Clause 11.

20 INCREASED COSTS

20.1 Increased costs. This Clause 20 applies if the Lender notifies the Borrower that it considers that:

(a) the result of the introduction or alteration after the date of this Agreement of a law or an official requirement or an alteration after the date of this Agreement in the manner in which a law is interpreted or applied (disregarding any effect which relates to the application to payments under this Agreement of a tax on the Lender’s overall net income); or

(b) the effect of complying with any official requirement (including any which relates to capital adequacy or liquidity controls or which affects the manner in which the Lender allocates capital resources to its obligations under this Agreement) which is introduced, or altered, or the interpretation or application of which is altered, after the date of this Agreement,

is that the Lender (or a parent company of it) has incurred or will incur an “increased cost”.

20.2 Meaning of “increased cost”. In this Clause 20, “increased cost” means:

(a) an additional or increased cost incurred as a result of, or in connection with, the Lender having entered into, or being a party to, this Agreement or having taken an assignment of rights under this Agreement, or funding or maintaining a Utilisation or performing its obligations under this Agreement, or of having outstanding all or any part of a Utilisation or other unpaid sums; or

(b) a reduction in the amount of any payment to the Lender under this Agreement or in the effective return which such a payment represents to the Lender or on its capital;

(c) an additional or increased cost of funding all or maintaining all or any of the Utilisations comprised in a class of advances formed by or including an Advance or (as the case may require) the proportion of that cost attributable to a Utilisation; or

(d) a liability to make a payment, or a return foregone, which is calculated by reference to any amounts received or receivable by the Lender under this Agreement,

but not:

(i) an item attributable to a change in the rate of tax on the overall net income of the Lender (or a parent company of it); or

(ii) an item covered by the Mandatory Cost Rate; or

(iii) an item covered by the indemnity for tax in Clause 17.1; or

(iv) an item covered by the grossing-up provisions in Clause 18.2; or

(v) an item arising directly out of the implementation by the applicable authorities having jurisdiction over the Lender of the matters set out in the statement of the Basle Committee on Banking Regulations and Supervisory Practices dated July 1988 and entitled “International Convergence of Capital Measurement and Capital Standards”, to the extent and according to the timetable provided for in the statement.

For the purposes of this Clause 20.2, the Lender may in good faith allocate or spread costs and/or losses among its assets and liabilities (or any class thereof) on such basis as it considers appropriate.

20.3 Payment of increased costs. The Borrower shall pay to the Lender, on its demand, the amounts which the Lender from time to time notifies the Borrower that it has specified to be necessary to compensate it for the increased cost.

20.4 Notice of prepayment. If the Borrower is not willing to continue to compensate the Lender for the increased cost under Clause 20.3, the Borrower may give the Lender not less than 14 days’ notice of its intention to prepay a Utilisation at the end of an Interest Period.

20.5 Prepayment. Notice under Clause 20.4 shall be irrevocable; and on the date specified in its notice of intended prepayment, the Borrower shall prepay (without premium or penalty) a Utilisation, together with accrued interest thereon at the applicable rate plus the Mandatory Cost Rate and the Margin.

20.6 Provisions for prepayment. Clauses 11.6(c), 11.7 and 11.9 shall apply in relation to the prepayment.

21 SET-OFF

21.1 Application of credit balances. The Lender may without prior notice:

(a) apply any balance (whether or not then due) which at any time stands to the credit of any account in the name of the Borrower at any office of the Lender in any country in or towards satisfaction of any sum then due from the Borrower to the Lender under this Agreement or the Security Documents; and

(b) for that purpose:

(i) break, or alter the maturity of, all or any part of a deposit of the Borrower;

(ii) convert or translate all or any part of a deposit or other credit balance into Dollars;

(iii) enter into any other transaction or make any entry with regard to the credit balance which the Lender considers appropriate.

21.2 Existing rights unaffected. The Lender shall not be obliged to exercise any of its rights under Clause 21.1; and those rights shall be without prejudice and in addition to any right of set-off, combination of accounts, charge, lien or other right or remedy to which the Lender is entitled (whether under the general law or any document).

21.3 No Security Interest. This Clause 21 gives the Lender a contractual right of set-off only, and does not create an equitable charge or other Security Interest over any credit balance of the Borrower.

22 TRANSFERS AND CHANGES IN FACILITY OFFICES

22.1 Transfer by Borrower. The Borrower may not, without the consent of the Lender:

(a) transfer any of its rights, liabilities or obligations under this Agreement or the Security Documents; or

(b) enter into any merger, de-merger or other reorganisation, or carry out any other act, as a result of which any of its rights, liabilities or obligations would vest in, or pass to, another person.

22.2 Assignment by Lender. The Lender may assign all or any of the rights and interests which it has under, or by virtue of, this Agreement or the Security Documents without the consent of the Borrower.

22.3 Rights of assignee. In respect of any breach of a warranty, undertaking, condition or other provision of this Agreement or the Security Documents, or any misrepresentation made in, or in connection with, this Agreement or the Security Documents, a direct or indirect assignee of any of the Lender’s rights or interests under, or by virtue of, this Agreement or the Security Documents shall be entitled to recover damages by reference to the loss incurred by that assignee as a result of the breach or misrepresentation irrespective of whether the Lender would have incurred a loss of that kind or amount.

22.4 Sub-participation; subrogation assignment. The Lender may sub-participate all or any part of its rights and/or obligations and/or liabilities under, or in connection with, this Agreement or the Security Documents without the consent of, or any notice to, the Borrower; and the Lender may assign, in any manner and terms agreed by it, all or any part of those rights to an insurer or surety who has become subrogated to them.

22.5 Disclosure of information. The Lender may disclose to a potential assignee or sub-participant any information which the Lender has received in relation to the Borrower or its affairs under or in connection with this Agreement or the Security Documents unless the information is clearly of a confidential nature.

22.6 Change of facility office. The Lender may change its facility office by giving notice to the Borrower and the change shall become effective on the later of:

(a) the date on which the Borrower receives the notice; and

(b) the date, if any, specified in the notice as the date on which the change will come into effect.

23 VARIATIONS AND WAIVERS

23.1 Variations, waivers etc. by Lender. A document shall be effective to vary, waive, suspend or limit any provision of this Agreement or the Security Documents or the Lender’s rights or remedies under such a provision or the general law, only if the document is signed or specifically agreed to by fax or telex by the Borrower and the Lender.

23.2 Exclusion of other or implied variations. Except for a document which satisfies the requirements of Clauses 23.1, no document, and no act, course of conduct, failure or neglect to act, delay or acquiescence on the part of the Lender (or any person acting on its behalf) shall result in the Lender (or any person acting on its behalf) being taken to have varied, waived, suspended or limited, or being precluded (permanently or temporarily) from enforcing, relying on or exercising:

(a) a provision of this Agreement or the Security Documents; or

(b) an Event of Default; or

(c) a breach by the Borrower of an obligation or liability under this Agreement or the Security Documents or the general law; or

(d) any right or remedy conferred by this Agreement or by the general law;

and there shall not be implied into this Agreement any term or condition requiring any such provision to be enforced, or such right or remedy to be exercised, within a certain or reasonable time.

24 NOTICES

24.1 General. Unless otherwise specifically provided, any notice under, or in connection with, this Agreement or the Security Documents shall be given by letter, fax or telex; and references in this Agreement or the Security Documents to written notices, notices in writing and notices signed by particular persons shall be construed accordingly.

24.2 Addresses for communications. A notice shall be sent:

(a) in the case of notices to the Borrower, to:

		Aegean Marine Petroleum S.A.
		00 Xxxxxxxxxxxxx Xxxxxx
		Xxxxxxx 000 00
		Xxxxxx

		Attention:		Xxxx Xxxxx

		Tel. No:		x00 000 000000
		Fax No:		x00 000 0000000

(b) in the case of notices to the Lender, to each of:

	The Royal Bank of Scotland plc
	0xx Xxxxx
	000 Xxxxxxxxxxx
	Xxxxxx XX0X 0XX

	Attention:	Xxxx Xxxxxxxx / Xxxx Xxxx
		Risk & Portfolio Management

	Tel. No:	+ 00 000 000 0000
		+ 00 000 000 0000
	Fax No:	+ 00 000 000 0000

	The Royal Bank of Scotland plc
	00 Xxxx Xxxxxxx
	000 00 Xxxxxxx
	Xxxxxx

	Attention:	Shipping Department

	Tel. No:	+ 00 000 000 0000
	Fax No:	+ 00 000 000 0000

or to such other address as the relevant party may notify the other.

24.3 Effective date of notices. Subject to Clauses 24.4 and 24.5:

(a) a notice which is delivered personally or posted shall be deemed to be served, and shall take effect, at the time when it is delivered; and

(b) a notice which is sent by telex or fax shall be deemed to be served, and shall take effect, 2 hours after its transmission is completed.

24.4 Service outside business hours. However, if under Clause 24.3 a notice would be deemed to be served:

(a) on a day which is not a business day in the place of receipt; or

(b) on such a business day, but after 5 p.m. local time;

the notice shall (subject to Clause 24.5) be deemed to be served, and shall take effect, at 9 a.m. on the next day which is such a business day.

24.5 Illegible notices. Clauses 24.3 and 24.4 do not apply if the recipient of a notice notifies the sender within one hour after the time at which the notice would otherwise be deemed to be served that the notice has been received in a form which is illegible in a material respect.

24.6 Valid notices. A notice under or in connection with this Agreement shall not be invalid by reason that its contents or the manner of serving it do not comply with the requirements of this Agreement or the Security Documents if:

(a) the failure to serve it in accordance with the requirements of this Agreement or the Security Documents has not caused any party to suffer any significant loss or prejudice; or

(b) in the case of incorrect and/or incomplete contents, it should have been reasonably clear to the party on which the notice was served what the correct or missing particulars should have been.

24.7 English language. Any notice under or in connection with this Agreement or the Security Documents shall be in English.

24.8 Meaning of “notice”. In this Clause, “notice” includes any demand, consent, authorisation, approval, instruction, waiver or other communication.

25 SUPPLEMENTAL

25.1 Rights cumulative, non-exclusive. The rights and remedies which this Agreement and the Security Documents give to the Lender are:

(a) cumulative;

(b) may be exercised as often as appears expedient; and

(c) not, unless this Agreement or the Security Documents explicitly and specifically states so, to be taken to exclude or limit any right or remedy conferred by any law.

25.2 Severability of provisions. If any provision of this Agreement is or subsequently becomes void, unenforceable or illegal, that shall not affect the validity, enforceability or legality of the other provisions of this Agreement or of the provisions of the Security Documents.

25.3 Counterparts. This Agreement may be executed in any number of counterparts.

25.4 Third party rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce or to enjoy the benefit of any term of this Agreement.

26 LAW AND JURISDICTION

26.1 English law. This Agreement shall be governed by, and construed in accordance with, English law.

26.2 Exclusive English jurisdiction. Subject to Clause 26.3, the courts of England shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement.

26.3 Choice of forum for the exclusive benefit of the Lender. Clause 26.2 is for the exclusive benefit of the Lender, which reserves the rights:

(a) to commence proceedings in relation to any matter which arises out of, or in connection with, this Agreement in the courts of any country other than England and which have or claim jurisdiction to that matter; and

(b) to commence such proceedings in the courts of any such country or countries concurrently with, or in addition to proceedings in England or without commencing proceedings in England.

26.4 Process agent. The Borrower irrevocably appoints Riches Consulting at its office for the time being, presently at Old Jarretts Farmhouse, Brantridge Lane, Balcombe, West Sussex, RH17 6JR, England, to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with this Agreement.

26.5 Lender’s rights unaffected. Nothing in this Clause 26 shall exclude or limit any right which the Lender may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.

26.6 Meaning of “proceedings”. In this Clause 26, “proceedings” means proceedings of any kind, including an application for a provisional or protective measure.

AS WITNESS the hands of the duly authorised officers or attorneys of the parties the day and year first before written.

SCHEDULE 1

PART A

FORM OF UTILISATION NOTICE - ADVANCE

To:		The Royal Bank of Scotland plc
		0xx Xxxxx
		000 Xxxxxxxxxxx
		Xxxxxx
		XX0X 0XX

		Attention: Xxxx Xxxxxxxx/Xxxx Xxxx
		Risk & Portfolio Management

And:		The Royal Bank of Scotland plc
		00 Xxxx Xxxxxxx
		000 00 Xxxxxxx
		Xxxxxx

		Attention: Shipping Department

[•]

FORM OF UTILISATION NOTICE

1 We refer to the letter of credit issuance, revolving credit and refinancing facility agreement (the “Loan Agreement”) dated [•] September 2004 and entered into by ourselves, as Borrower, and yourselves, as Lender, in connection with a letter of credit issuance, revolving credit and refinancing facility of up to US$25,000,000. Terms defined in the Loan Agreement have their defined meanings when used in this Utilisation Notice.

2 We request to borrow an Advance as follows:

(a) amount: US$[•];

(b) Utilisation Date: [•];

3 We represent and warrant that:

(a) the representations and warranties in Clause 12 of the Loan Agreement would remain true and not misleading if repeated on the date of this notice with reference to the circumstances now existing;

(b) no Event of Default or Potential Event of Default has occurred or will result from the borrowing of the Advance.

4 This notice cannot be revoked without the prior consent of the Lender.

[Name of Signatory]

Authorised Signatory

for and on behalf of

AEGEAN MARINE PETROLEUM SA.

SCHEDULE 1

PART B

FORM OF UTILISATION NOTICE - LETTER OF CREDIT

To:		The Royal Bank of Scotland plc
		0xx Xxxxx
		000 Xxxxxxxxxxx
		Xxxxxx
		XX0X 0XX

		Attention: Xxxx Xxxxxxxx/Xxxx Xxxx
		Risk & Portfolio Management

And:		The Royal Bank of Scotland plc
		00 Xxxx Xxxxxxx
		000 00 Xxxxxxx
		Xxxxxx

		Attention: Shipping Department

[•]

Dear Sirs

UTILISATION NOTICE - LETTER OF CREDIT

1 We refer to the letter of credit issuance, revolving credit and refinancing facility agreement (the “Loan Agreement”) dated [•] September 2004 and made between ourselves, as Borrower, and yourselves, as Lender, in connection with a letter of credit issuance, revolving credit and refinancing facility of up to US$25,000,000. Terms defined in the Loan Agreement have their defined meanings when used in this Utilisation Notice.

2 We request the issue of an L/C in the form attached as follows:

(a) amount of the L/C: [•];

(b) Utilisation Date: [•];

(d) delivery instructions: [•].

3 We represent and warrant that:

(a) the representations and warranties in Clause 12 of the Loan Agreement would remain true and not misleading if repeated on the date of this notice with reference to the circumstances now existing;

(b) no Event of Default or Potential Event of Default has occurred or will result from the issue of the L/C.

4 This notice cannot be revoked without the prior consent of the Lender.

[Name of Signatory]

Authorised Signatory

for and on behalf of

AEGEAN MARINE PETROLEUM SA.

SCHEDULE 2

CONDITION PRECEDENT DOCUMENTS

The following are the documents referred to in Clause 4.1(a).

1 A duly executed original of this Agreement and the Guarantee, the Account Charge and the Deed of Assignment (and of each document required to be delivered by this Agreement and the Guarantee, the Account Charge and the Deed of Assignment).

2 Original Liberian certificate of goodstanding in respect of the Borrower.

3 Copies of the articles of incorporation and by-laws of the Borrower.

4 Copies of resolutions of directors of the Borrower authorising the execution of this Agreement and the Security Documents authorising named officers to give the Utilisation Notices and other notices under this Agreement and the Security Documents.

5 The original of any power of attorney under which this Agreement and the Security Documents are executed on behalf of the Borrower.

6 Copies of all official consents which the Borrower requires to enter into, or make any payment under, this Agreement and the Security Documents.

7 Documentary evidence that the agent for service of process named in Clause 26.4 has accepted its appointment.

8 Favourable legal opinions from lawyers appointed by the Lender on such matters concerning the laws of Liberia and such other relevant jurisdictions as the Lender may require.

9 If the Lender so requires, in respect of any of the documents referred to above, a certified English translation prepared by a translator approved by the Lender.

Each of the documents specified in paragraphs 3, 4 and 6 above and every other copy document delivered under this Schedule shall be certified as a true and up to date copy by a director or the secretary (or equivalent officer) of the Borrower.

SCHEDULE 3

CALCULATION OF MANDATORY COST RATE

The Mandatory Cost Rate is an addition to the interest rate on an Advance to compensate the Lender for the cost attributable to an Advance resulting from the imposition from time to time under, or pursuant to, the Bank of England Act 1998 (the “Act”) and/or by the Bank of England and/or the Financial Services Authority (the “FSA”) (or other United Kingdom governmental authorities or agencies) of a requirement to pay fees to the FSA calculated by reference to liabilities used to fund an Advance.

The Mandatory Cost Rate shall be the rate determined by the Lender to be the rate resulting from the application of the following formula:

F x 0.01

300

where on the day of application of the formula, F is the rate of charge payable by the Lender to the FSA pursuant to paragraph 2.02 of the Fees Regulations (but where, for the purpose, the figure at paragraph 2.02b of the Fees Regulations shall be deemed to be zero) and expressed in pounds per £1 million of the Fee Base of the Lender.

The Mandatory Cost Rate attributable to an Advance or other sum for any period shall be calculated at or about 11.00 am on the first day of that period for the duration of that period.

The determination of the Mandatory Cost Rate in relation to any period shall, in the absence of manifest error, be conclusive and binding on the Borrower.

If there is any change in circumstances (including the imposition of alternative or additional requirements) which, in the reasonable opinion of the Lender, renders or will render the above formula (or any element of the formula or the defined term used in the formula) inappropriate or inapplicable, the Lender (following consultation with the Borrower) shall be entitled to vary the same by giving notice to the Borrower. Any such variation shall, in the absence of manifest error, be conclusive and binding on the Borrower and shall apply from the date specified in such notice.

For the purposes of this Schedule:

“Fee Base” has the meaning given to that term for the purposes of, and shall be calculated in accordance with, the Fees Regulations.

“Fees Regulations” means, as appropriate, either:

(d) such regulations as from time to time may be in force, relating to the payment of fees for banking supervision in respect of periods subsequent to 31st March 2002.

EXECUTION PAGE

SIGNED by Xxxxxxxx Papadogianni	)
	)
for and on behalf of	)
AEGEAN MARINE	)	/s/ [ILLEGIBLE]
PETROLEUM S.A.	)
in the presence of:	)


/s/ Xxxxx X. Xxxxxxxxxxxx
XXXXX X. XXXXXXXXXXXX

SIGNED by	)
	)
for and on behalf of	)
THE ROYAL BANK	)
OF SCOTLAND PLC	)
in the presence of:	)

EXECUTION PAGE

SIGNED by Xxxxxxxx Papadogianni	)
	)
for and on behalf of	)
AEGEAN MARINE	)
PETROLEUM S.A.	)
in the presence of:	)


SIGNED by	)
	)	/s/ [ILLEGIBLE]
for and on behalf of	)
THE ROYAL BANK	)
OF SCOTLAND PLC	)
in the presence of:	)	/s/ [ILLEGIBLE]

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Table of Contents

LOAN AGREEMENT, DATED SEPTEMBER 21, 2004, BY AND BETWEEN AEGEAN MARINE PETROLEUM SCOTLAND PLC, AS LENDER

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