Shares of Common Stock AEGEAN MARINE PETROLEUM NETWORK INC. [FORM OF] UNDERWRITING AGREEMENTUnderwriting Agreement • December 5th, 2006 • Aegean Marine Petroleum Network Inc. • Wholesale-petroleum & petroleum products (no bulk stations) • New York
Aegean Marine Petroleum Network Inc., a corporation organized and existing under the laws of the Republic of the Marshall Islands (the “Company”), proposes, subject to the terms and conditions stated herein (the “Agreement”), to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 12,500,000 shares (the “Firm Shares”) of its common stock, par value $0.01 per share (the “Common Stock”). For the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, the Company also proposes to issue and sell to the Underwriters up to an additional 1,875,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the “Shares”. Bear, Stearns & Co. Inc. (“Bear Stearns”), Johnson Rice & Company L.L.C., Simmons & Company International and Dahlman Rose & Company, LLC are acting as lead managers or
FORM OF FACILITY AGREEMENT for a Term Loan, Overdraft and Guarantee Facility of up to US$183,400,000 to AEGEAN MARINE PETROLEUM NETWORK INC. and AEGEAN MARINE PETROLEUM S.A. provided by THE ROYAL BANK OF SCOTLAND PLCFacility Agreement • December 5th, 2006 • Aegean Marine Petroleum Network Inc. • Wholesale-petroleum & petroleum products (no bulk stations) • London
