AEGEAN MARINE PETROLEUM NETWORK INC. Form 20-F ...

Business Address10, AKTI KONDILIPIRAEUSATHENS J3 185 45011 30 210 4586 000

Mailing Address10, AKTI KONDILIPIRAEUSATHENS J3 185 45

SECURITIES AND EXCHANGE COMMISSION

FORM 20-FAnnual and transition report of foreign private issuers pursuant to sections 13 or 15(d)

Filing Date: 2017-05-16 | Period of Report: 2016-12-31SEC Accession No. 0000919574-17-004377

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FILERAEGEAN MARINE PETROLEUM NETWORK INC.CIK:1344376| IRS No.: 000000000 | State of Incorp.:1T | Fiscal Year End: 1231Type: 20-F | Act: 34 | File No.: 001-33179 | Film No.: 17848651SIC: 5172 Petroleum & petroleum products (no bulk stations)

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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACTOF 1934

OR

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to _________________

OR

[ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

Date of event requiring this shell company report _________________

Commission file number 001-33179

AEGEAN MARINE PETROLEUM NETWORK INC.(Exact name of Registrant as specified in its charter)

(Translation of Registrant's name into English)

The Republic of the Marshall Islands(Jurisdiction of incorporation or organization)

10 Akti Kondili, 185 45 Piraeus, Greece(Address of principal executive offices)

E. Nikolas Tavlarios, Tel: (212) 430-1098, [email protected],299 Park Avenue, New York, New York 10171

(Name, Telephone, E-mail and/or Facsimile, and address of Company Contact Person)

Securities registered or to be registered pursuant to section 12(b) of the Act.

Title of each class Name of each exchange on which registeredCommon stock, par value $0.01 per share New York Stock Exchange

Preferred stock purchase rights New York Stock Exchange

Securities registered or to be registered pursuant to section 12(g) of the Act.



NONE(Title of class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

NONE(Title of class)



Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the periodcovered by the annual report.

As of December 31, 2016, there were 39,403,822 shares of common stock, par value $0.01 per share, outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes No X

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934.

Yes No X

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.

Yes X No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes X No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See thedefinitions of "large accelerated filer" and "accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large acceleratedfiler ☐

Accelerated filer ☒ Non-acceleratedfiler ☐

Emerging Growth Company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark ifthe registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April 5, 2012

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in thisfiling:

X U.S. GAAPInternational Financial Reporting Standards as issued by the international Accounting Standards BoardOther

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant has elected to follow:

Item 17 Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).



Yes No X



PART I 3

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3ITEM 3. KEY INFORMATION 3ITEM 4. INFORMATION ON THE COMPANY 24ITEM 4A. UNRESOLVED STAFF COMMENTS 42ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 42ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 65ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 68ITEM 8. FINANCIAL INFORMATION 72ITEM 9. OFFER AND THE LISTING 74ITEM 10. ADDITIONAL INFORMATION 75ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 85ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 86

PART II 87

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 87ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF

PROCEEDS87

ITEM 15. CONTROLS AND PROCEDURES 87ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 88ITEM 16B. CODE OF ETHICS 88ITEM 16C. PRINCIPAL ACCOUNTING FEES AND SERVICES 89ITEM 16D. EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES 89ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES 89ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 90ITEM 16G. CORPORATE GOVERNANCE 90ITEM 16H. MINE SAFETY DISCLOSURE 90

PART III 91

ITEM 17. FINANCIAL STATEMENTS 91ITEM 18. FINANCIAL STATEMENTS 91ITEM 19. EXHIBITS 91



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Matters discussed in this report may constitute forward-looking statements. The Private Securities Litigation Reform Act of1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective informationabout their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events orperformance, and underlying assumptions and other statements, which are other than statements of historical facts.

We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and areincluding this cautionary statement in connection with this safe harbor legislation. This report and any other written or oral statementsmade by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events andfinancial performance. When used in this report, the words "anticipate," "believe," "expect," "intend," "estimate," "forecast," "project,""plan," "potential," "may," "will," "should," and similar expressions identify forward-looking statements.

The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, uponfurther assumptions, including without limitation, management's examination of historical operating trends, data contained in our recordsand other data available from third-parties. Important assumptions relating to the forward-looking statements include, among other things,assumptions regarding demand for our products, the cost and availability of refined marine fuel from suppliers, pricing levels, the timingand cost of capital expenditures, competitive conditions, and general economic conditions. These assumptions could prove inaccurate.Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significantuncertainties and contingencies that are difficult or impossible to predict and are beyond our control, we cannot assure you that we willachieve or accomplish these expectations, beliefs or projections.

In addition to these assumptions and matters discussed elsewhere herein, important factors that, in our view, could cause actualresults to differ materially from those discussed in the forward-looking statements include:

· the strength of the world economies and currencies;

· general market conditions, including conditions in the shipping or the marine fuel supply industries;

· our future operating or financial results;

· the availability of financing and refinancing;

· material disruptions in the availability or supply of crude oil or refined petroleum products;

· changes in the market price of petroleum, including the volatility of spot pricing;

· our future, pending or recent acquisitions, business strategy, areas of possible expansion, and expected capital spendingor operating and maintenance expenses;

· our ability to manage our growth;

· our ability to successfully identify, consummate, integrate, and realize the expected benefits from acquisitions;

· our ability to maintain our business in light of our proposed business and location expansion;

· planned capital expenditures and availability of capital resources to fund capital expenditures;

· our future payment of dividends and the availability of cash for payment of dividends, including the ability of oursubsidiaries to dividend or distribute cash to us;

· the outcome of legal, tax or regulatory proceedings to which we may become a party;

· our ability to attract and retain our key suppliers and key customers;

· our contracts and licenses with governmental entities remaining in full force and effect;

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· increased levels of competition within our industry;

· compliance or lack of compliance with various environmental, tax, safety and other applicable laws and regulations;

· our ability to collect accounts receivable;

· changes in political, economic or regulatory conditions in the markets in which we operate, and the world in general;

· corruption, piracy, militant activities, political instability, terrorism, and ethnic unrest in locations where we mayoperate;

· our level of indebtedness;

· the failure of counterparties to fully perform their contracts with us;

· our ability to attract and retain senior management and other key employees;

· our failure to hedge certain financial risks associated with our business;

· uninsured losses; our ability to maintain our current tax treatment;

· effects of new products and new technology in our industry;

· our ability to comply with the restrictive and other covenants in our financing arrangements;

· our levels of operating and maintenance costs;

· increases in interest rates;

· adequacy of insurance coverage; and

· other important factors described from time to time in our filings with the U.S. Securities and Exchange Commission,or the SEC.

These factors and the other risk factors described in this report are not necessarily all of the important factors that could causeactual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown orunpredictable factors also could harm our results. Consequently, there can be no assurance that actual results or developments anticipatedby us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. These forward-looking statements are not guarantees of our future performance, and actual results and developments may vary materially from thoseprojected in the forward-looking statements. Given these uncertainties, prospective investors are cautioned not to place undue relianceon such forward-looking statements. We undertake no obligation, and specifically decline any obligation, except as required by law, topublicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

Throughout this report, all references to "we," "our," "us" and the "Company" refer to Aegean Marine Petroleum Network Inc.and its subsidiaries. We use the term deadweight ton, or dwt, in describing the size of vessels. Dwt, expressed in metric tons, each ofwhich is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry. Unless otherwiseindicated, all references to "dollars" and "$" in this report are to, and amounts are presented in, U.S. dollars.

A. Selected Financial Data

The following tables set forth our selected historical consolidated financial information and other data as of and for the periodsindicated, which has been derived from our historical consolidated financial statements. The selected consolidated financial and otherdata set forth below should be read in conjunction with "Item 5. Operating and Financial Review and Prospects" and our consolidatedfinancial statements, together with the notes thereto, which are included herein. The selected consolidated financial data as of December31, 2016 and 2015 and each of the three years ended December 31, 2016, 2015 and 2014 is derived from our audited consolidatedfinancial statements and notes thereto included elsewhere in this Form 20-F, which have been prepared in accordance with U.S. generallyaccepted accounting principles, or U.S. GAAP. Our selected consolidated financial data as of December 31, 2014, 2013 and 2012 andfor each of the two years ended December 31, 2013 and 2012 is derived from our consolidated financial statements not included hereinand reflect the retrospective application of the change in accounting principle for deferred finance costs and the revision of the financialstatements to account for a provision for withholding taxes, related to income tax.

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For the year ended December 31,2016 2015 2014 2013 2012

(in thousands of U.S. dollars, except for share and per share data which arepresented in U.S. dollars)

REVENUES:Revenues—third-parties 4,055,557 4,211,596 6,625,244 6,303,105 7,207,813Revenues—related companies 20,662 20,058 36,557 31,624 51,147Total Revenues 4,076,219 4,231,654 6,661,801 6,334,729 7,258,960

COST OF REVENUES:Cost of revenues—third-parties 3,658,681 3,762,688 5,971,819 5,621,408 6,496,327Cost of revenues—related companies 64,054 137,137 352,888 427,329 459,984Total Cost of Revenues 3,722,735 3,899,825 6,324,707 6,048,737 6,956,311

GROSS PROFIT 353,484 331,829 337,094 285,992 302,649

OPERATING EXPENSES:Selling and distribution 202,266 205,078 220,830 201,597 210,236General and administrative 49,757 43,318 38,099 29,727 29,897Amortization of intangible assets 1,070 1,421 3,323 1,603 1,505Loss on sale of vessels, net 6,312 130 12,864 4,312 5,966Impairment charge - 5,308 4,062 - -Total operating expenses 259,405 255,255 279,178 237,239 247,604

Operating income 94,079 76,574 57,916 48,753 55,045

OTHER INCOME/(EXPENSE):Interest and finance costs (36,499) (37,608) (33,898) (28,073) (31,192)Interest income 251 52 117 75 123Gain on sale of subsidiary, net - - - 4,174 -Foreign exchange (losses)/gains, net (1,544) 308 (6,032) 1,123 3,786Other expenses - - - - (1,191)

Total other expenses (37,792) (37,248) (39,813) (22,701) (28,474)Income before income taxes 56,287 39,326 18,103 26,052 26,571

Income taxes(1) (4,358) (4,485) (1,964) (1,122) (4,122)

Net income 51,929 34,841 16,139 24,930 22,449

Net Income/(loss) attributable to non-controllinginterest 58 - 49 (33) 2,372

Net Income attributable to AMPNI shareholders 51,871 34,841 16,090 24,963 20,077

Basic and diluted earnings per common share 1.11 0.71 0.34 0.53 0.44Weighted average number of shares, basic 43,480,131 47,271,582 46,271,716 45,667,249 45,473,360Weighted average number of shares, diluted 43,480,131 47,271,582 46,271,716 45,667,249 45,473,360Dividends declared and paid per share 0.08 0.08 0.05 0.04 0.04

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As of and for the Year Ended December 31,2016 2015 2014 2013 2012

(in thousands of U.S. dollars, unless otherwise stated)Balance Sheet and Cash Flow Data:Cash and cash equivalents 93,836 139,314 129,551 62,575 77,246Total assets(2) 1,600,933 1,450,011 1,484,414 1,610,200 1,431,270Total debt(2) 817,631 710,015 736,979 777,332 652,713Total liabilities(2) 1,011,342 833,124 920,598 1,068,554 926,752Common stock 414 514 502 492 486Number of shares outstanding 39,403,822 49,410,853 48,271,353 47,272,020 46,581,399Total AMPNI stockholders' equity 589,533 616,887 563,816 541,355 500,666Net cash (used in)/provided by operating activities (47,615) 49,727 182,206 40,583 123,519Net cash used in investing activities (3,788) (7,614) (59,494) (181,821) (58,162)Net cash provided by/(used in) financing activities 5,763 (28,254) (50,280) 125,978 (57,127)

Other Financial Data:Gross spread on marine petroleum products(3) 326,100 302,052 304,545 256,724 268,804Gross spread on lubricants(3) 3,671 5,210 2,948 3,914 3,077Gross spread on marine fuel(3) 322,429 296,842 301,597 252,810 265,727Gross spread per metric ton of marine fuel sold (in

U.S. dollars)(3) 19.5 22.0 26.6 25.4 25.0EBITDA(4) 125,610 110,806 82,019 83,231 86,448

Operating Data:Sales volume of marine fuel (metric tons)(5) 16,519,079 13,482,478 11,332,385 9,941,061 10,620,864Number of markets served, end of year(6) 28 31 29 27 20Number of owned and operated bunkering vessels,

end of year(7) 45.0 49.0 48.0 51.0 56.0Average number of owned and operated bunkering

vessels(7)(8) 47.1 48.8 50.2 53.8 57.9Special purpose vessels, end of year(9) 1.0 1.0 1.0 1.0 1.0Number of operating storage facilities, end of year(10) 13.0 12.0 14.0 14.0 8.0

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(1) The amount has been revised to account for a provision for withholding taxes, related to income tax, for the years ended December31, 2015, 2014 and 2013. Refer to Note 1 to the consolidated financial statements included herein.

(2) The total assets, total debt and total liabilities presented in this table have been updated to reflect the adoption of ASU 2015-03.Refer to Note 1 to the consolidated financial statements.

(3) Gross spread on marine petroleum products (a Non-U.S. GAAP measure) represents the margin that we generate on sales of marinefuel and lubricants. Gross spread on marine fuel represents the margin that we generate on sales of various classifications of marinefuel oil, or MFO, and marine gas oil, or MGO. Gross spread on lubricants represents the margin that we generate on sales oflubricants. We calculate the gross spreads by subtracting from the sales of the respective marine petroleum product the cost of themarine petroleum product sold. For arrangements in which we physically supply marine petroleum products using our bunkeringtankers, costs of marine petroleum products sold represent amounts paid by us for marine petroleum products sold in the relevantreporting period. For arrangements in which marine petroleum products are purchased from our related company, Aegean Oil S.A.,or Aegean Oil, cost of marine petroleum products sold represents the total amount paid by us to the physical supplier for marinepetroleum products and their delivery to our customers. Gross spread per metric ton of marine fuel sold represents the marginswe generate per metric ton of marine fuel sold. We calculate gross spread per metric ton of marine fuel sold by dividing the grossspread on marine fuel by the sales volume of marine fuel. Marine fuel sales do not include sales of lubricants. For arrangementsin which we purchase cargos for our floating storage facilities, cargo transportation costs are either included in the purchase priceof marine fuels that we paid to the supplier or to a third-party transportation provider. For more information, please see "Item5. Operating and Financial Review and Prospects—A. Operating Results—Factors Affecting our Results of Operations—Grossspread on marine petroleum products and gross spread per metric ton of marine fuel sold."

The following table reconciles our gross spread on marine petroleum products sold to the most directly comparable U.S. GAAPmeasure, gross profit, for all periods presented:

For the Year EndedDecember 31,

2016 2015 2014 2013 2012

(in thousands of U.S. dollars, unless otherwise stated)Gross profit 353,484 331,829 337,094 285,992 302,649Less: Voyage revenues 26,870 28,780 30,410 25,049 22,726Less: Other revenues 52,707 47,372 40,393 27,214 27,794Add: Cost of voyage revenues 14,974 14,827 14,729 16,202 15,136Add: Cost of other revenues 37,219 31,548 23,525 6,793 1,539Gross spread on marine petroleum products 326,100 302,052 304,545 256,724 268,804

(4) EBITDA (a Non-U.S. GAAP measure) presents net income before interest, taxes, depreciation and amortization. EBITDA doesnot represent and should not be considered as an alternative to net income, operating income or any other indicator of ourperformance, as determined by U.S. GAAP, and our calculation of EBITDA may not be comparable to that reported by othercompanies. EBITDA is included herein because it is a basis upon which we assess our performance. The following table reconcilesnet income, the most directly comparable U.S. GAAP measure, to EBITDA for the periods presented:


2016 2015 2014 2013 2012(in thousands of U.S. dollars, unless otherwise stated)

Net income attributable to AMPNI shareholders 51,871 34,841 16,090 24,963 20,077

Add: Net financing cost 36,248 37,556 33,781 27,998 31,069Add: Income taxes 4,358 4,485 1,964 1,122 4,122Add: Depreciation and amortization 33,133 33,924 30,184 29,148 31,180

EBITDA 125,610 110,806 82,019 83,231 86,448

(5) The sales volume of marine fuel is the volume of sales of MFO, MDO and MGO for the relevant period and is denominated inmetric tons. We do not utilize the sales volume of lubricants as an indicator.



(6) The number of markets served is an indicator of the geographical distribution of our operations and affects both the amountof revenues and expenses that we record during a given period. The number of markets served includes our operations inGreece (Piraeus and Patra), Gibraltar, United Arab Emirates (Fujairah, Khor Fakkan, and Dubai), Northern Europe (the Antwerp-Rotterdam-Amsterdam region, or the ARA region, and Belgium), Jamaica, Singapore, Canada (Vancouver, and Montreal untilJanuary 2017), United Kingdom (Portland until September 2015 and French Atlantic), Southern Caribbean (Trinidad and Tobago),Morocco (Tanger-Med), Canary Islands (Las Palmas and Tenerife), Panama (until June 2014), Hong Kong (from September 2012until June 2013), Spain (Barcelona, beginning in April 2013 until November 2016, and Algeciras, beginning in August 2013 untilJune 2016), the U.S. East and West Coasts (beginning in December 2013 and December 2014, respectively), the Gulf of Mexico(beginning in December 2014), Germany (beginning in January 2015), Russia (beginning in January 2015), Brazil (beginning inJanuary 2016), and South Africa (beginning in March 2016).

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(7) Bunkering vessels include both bunkering tankers and barges. This data does not include our special purpose vessel, the AegeanOrion, a 550-dwt tanker, which is based in Greece.

(8) Average number of operating bunkering vessels is the number of operating bunkering vessels in our fleet for the relevant period,as measured by the sum of the number of days each bunkering vessel was used as a part of our fleet during the period divided bythe cumulative number of calendar days in the period multiplied by the number of operating bunkering vessels at the end of theperiod. This figure does not take into account non-operating days due to either scheduled or unscheduled maintenance.

(9) This figure includes our special purpose vessel, the Aegean Orion, which is based in Greece.

(10) This figure includes our Aframax tanker the Leader (sold in September 2014), our Panamax tanker the Aeolos (sold in February2013), and the single hull bunkering barge the Tapuit (sold in March 2015). We had an on-land storage facility in Portland(United Kingdom) until its closure in September 2015. We also had an on-land storage facility in Barcelona, Spain, where weended operations in November 2016. We currently own two barges, the Mediterranean and Umnenga, which operate as floatingstorage facilities in Greece and South Africa, respectively, and operate on-land storage facilities in the Canary Islands, UnitedArab Emirates, Morocco, the United States, and Germany. The ownership of storage facilities allows us to mitigate risk of supplyshortages. Generally, storage costs are included in the price of refined marine fuel quoted by local suppliers. We expect thatthe ownership of storage facilities will allow us to convert the variable costs of a storage fee mark-up per metric ton quoted bysuppliers into fixed costs of operating our own storage facilities, thus enabling us to spread larger sales volumes over a fixed costbase and to decrease our marine petroleum products costs.

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

The following risks relate principally to the industry in which we operate and our business in general. The risks and uncertaintiesdescribed below are not the only risks that we face. Additional risks and uncertainties not presently known to us or that we currently deemimmaterial may also impair our business operations. Any of these risks may have a material adverse effect on our business, financialcondition, results of operations and cash flows and the trading price of our securities could decline.

Risk Factors Relating to Our Company

A renewed contraction or worsening of the global credit markets and economic conditions and the resulting volatility in thefinancial markets could have a material adverse impact on our ability to obtain sufficient funds to grow or effectively manage ourgrowth.

A principal focus of our strategy is to grow by expanding our business. Our future growth depends, in part, on our abilityto obtain financing for our existing and new operations and business lines. In recent years, global financial markets have experiencedvolatility following contraction, deleveraging and reduced liquidity in the global credit markets. In addition, a number of major financialinstitutions have experienced serious financial difficulties and, in some cases, have entered into bankruptcy proceedings or are subjectto regulatory enforcement actions. These difficulties have been compounded by a general decline in the willingness by banks and otherfinancial institutions to extend credit and may adversely affect the financial institutions that may provide us with credit to support ourworking capital requirements. In addition, these difficulties may impair the ability of our lenders to continue to perform under theirfinancing obligations to us, which could negatively impact our ability to fund current and future obligations. These economic factors mayhave a material adverse effect on our ability to expand our business.

Further, as a result of the ongoing economic downturn in Greece and the related austerity measures implemented by the Greekgovernment in response to the sovereign debt crisis, our operations in Greece may be subjected to new regulations that may require usto incur new or additional compliance or other administrative costs and may require that we pay to the Greek government new taxes orother fees. In particular, a recently enacted social security reform is likely to require us to incur additional social security costs regardingour Greek-based personnel. Furthermore, changes in the Greek government and potential shifts in its policies may undermine Greece's



political and economic stability, which may adversely affect our operations located in Greece. We also face the risk that strikes, workstoppages, civil unrest and violence within Greece may disrupt our shoreside operations located in Greece.

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Our future growth depends on a number of additional factors, including our ability to:

· increase our fleet of bunkering vessels and/or acquire additional land-based storage facilities;

· identify suitable markets for expansion;

· consummate vessel acquisitions at attractive prices, which may not be possible if asset prices rise too quickly;

· integrate acquired vessels, or other assets or businesses successfully with our existing operations;

· hire, train and retain qualified personnel to manage and operate our growing business and fleet;

· improve our operating, financial and accounting systems and controls;

· maintain or improve our credit control procedures;

· obtain required financing for our existing and new operations;

obtain and maintain required governmental authorizations, licenses and permits for new and existing operations;

· manage relationships with our customers and suppliers;

· provide timely service at competitive prices; and

· attract and retain customers.

A deficiency in any of these factors may negatively impact our ability to generate cash flow, raise money or effectively manageour growth. In addition, competition from other companies could reduce our expansion or acquisition opportunities, cause us to losebusiness opportunities, competitive advantages or customers or cause us to pay higher or charge lower prices than we might otherwisepay or charge. Competitive conditions in the markets that we may consider for future expansion may also be more adverse to us thanthose in markets served by our existing service centers, and any new markets that we may service may be less profitable than our existingmarkets.

We may not be in compliance with the covenants contained in our debt agreements.

Certain of our credit facilities, which are secured by mortgages on our vessels or other assets, require us to maintain specifiedfinancial ratios, mainly to ensure that the market value of the mortgaged vessels under the applicable credit facility, determined inaccordance with the terms of that facility, does not fall below a certain percentage of the outstanding amount of the loan, which we referto as a security value. In addition, certain of our credit facilities require us to satisfy certain other financial covenants. In general, thesefinancial covenants require us to maintain, among other things, (i) a minimum market value adjusted net worth or book net worth; (ii) aminimum current ratio; (iii) a minimum amount of liquidity and a minimum liquidity ratio; (iv) a maximum ratio of total liabilities to totalassets; and (v) a minimum working capital. We have in the past obtained waivers from compliance with one or more of these covenants.

A breach of any of these, or other, covenants in our debt agreements would prevent us from borrowing additional money underour credit facilities and could constitute an event of default under our debt agreements, which, unless cured within the grace period setforth under the credit facility, if applicable, or waived or modified by our lenders, may provide our lenders with the right to, amongother things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down ourindebtedness to a level where we are in compliance with our loan covenants, sell vessels in our fleet and accelerate our indebtedness andforeclose their liens on our vessels and the other assets securing the credit facilities, which would impair our ability to continue to conductour business. In the past, we have not been in compliance with some of the financial covenants in our credit facilities and have obtainedwaivers from our lenders for such non-compliance.

Furthermore, certain of our debt agreements contain cross-default provisions that may be triggered by a default under one of ourother debt agreements. A cross-default provision means that a default on one loan would result in a default on certain of our other loans.The occurrence of any event of default, or our inability to obtain a waiver from our lenders in the event of a default, could result in certainor all of our indebtedness being accelerated or the foreclosure of the liens on our vessels by our lenders as described above. If our securedindebtedness is accelerated in full or in part, it would be very difficult in the current financing environment for us to refinance our debt orobtain additional financing and we could lose our vessels and other assets securing our credit facilities if our lenders foreclose their liens,which would adversely affect our ability to conduct our business.

Moreover, in connection with any waivers of or amendments to our credit facilities that we have obtained, or may obtainin the future, our lenders may impose additional operating and financial restrictions on us or modify the terms of our existing credit



facilities. These restrictions may further restrict our ability to, among other things, pay dividends, make capital expenditures or incuradditional indebtedness, including through the issuance of guarantees. Our lenders may also require the payment of additional fees,require prepayment of a portion of our indebtedness to them, accelerate the amortization schedule for our indebtedness and increase theinterest rates they charge us on our outstanding indebtedness. See "Item 5. Operating and Financial Review and Prospects—B. Liquidityand Capital Resources."

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In addition, under the terms of our credit facilities, our payment of dividends or other payments to shareholders as well as oursubsidiaries' payment of dividends to us is subject to no event of default. See "Item 8. Financial Information—Dividend Policy."

As of December 31, 2016, we were in compliance with all of the financial covenants contained in our credit facilities.

Restrictive covenants in our credit facilities impose operating restrictions on us that limit our corporate activities, whichcould negatively affect our growth and cause our financial performance to suffer.

Our credit facilities contain covenants that impose operating restrictions on us. Such restrictions affect, and in many respectslimit or prohibit, among other things, our ability to pay dividends, incur additional indebtedness, create liens, sell assets, or engage inmergers or acquisitions. These restrictions could limit our ability to plan for or react to market conditions or meet extraordinary capitalneeds or otherwise restrict corporate activities. These restrictions could adversely affect our ability to finance our future operations orcapital needs or to engage in other business activities which will be in our interest.

Our ability to comply with covenants and restrictions contained in our credit facilities may be affected by events beyond ourcontrol, including prevailing economic, financial and industry conditions. If market or other economic conditions worsen, we may fail tocomply with these covenants. If we breach any of the restrictions, covenants or ratios in our credit facilities, our obligations may becomeimmediately due and payable, and the lenders' commitment, if any, to make further loans may terminate. A default under any of ourcredit facilities could also result in foreclosure on any of our vessels and other assets securing the related loans. The occurrence of any ofthese events could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to paydividends.

In addition, our discretion is limited because we may need to obtain the consent from our lenders in order to engage in certaincorporate actions. Our lenders' interests may be different from ours, and we may not be able to obtain our lenders' consent when neededor at all. This may prevent us from taking actions that are in our security holders' best interest.

We may not have the ability to raise the funds necessary to pay interest on our 4.00% Convertible Unsecured Senior Notesdue 2018 or 4.25% Convertible Unsecured Senior Notes due 2021, to repurchase each set of notes upon a fundamental change orto settle conversions of each set of notes in cash, as applicable. We may also be restricted from satisfying our obligations upon theoccurrence of a fundamental change.

Our 4.00% Convertible Unsecured Senior Notes due 2018 and 4.25% Convertible Unsecured Senior Notes due 2021 bearinterest semiannually at a rate of 4.00% per year and 4.25% per year, respectively. In addition, in certain circumstances, we are obligatedto pay additional interest or special interest on each set of notes. If a fundamental change occurs, holders of each set of notes may requireus to repurchase all or a portion of their notes in cash. The terms of our credit facilities may also restrict our ability to repurchase allor a portion of each set of notes upon a fundamental change in certain circumstances. The occurrence of certain events that constitute afundamental change also constitute an event of default under some of our credit agreements. Furthermore, upon conversion of any notes,unless we elect (or are required) to deliver solely shares of our common stock to settle the conversion (excluding cash in lieu of deliveringfractional shares of our common stock), we must make cash payments in respect of the notes. Any of the cash payments described abovecould be significant, and we may not have enough available cash or be able to obtain financing so that we can make such payments whendue. If we fail to pay interest on either set of notes, repurchase either set of notes when required or deliver the consideration due uponconversion, we will be in default under the indenture which governs such set of notes.

In the event the conditional conversion feature of either our 4.00% Convertible Unsecured Senior Notes due 2018 and/or 4.25%Convertible Unsecured Senior Notes due 2021 is triggered, holders of such notes will be entitled to convert such notes at any time duringspecified periods at their option. Even if holders do not elect to convert their notes, we could be required under applicable accountingrules to reclassify all or a portion of the outstanding principal of the notes as a current rather than long-term liability, which would resultin a material reduction of our net working capital.

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An inability to obtain financing for our growth or to fund our future capital expenditures could negatively impact our resultsof operations and financial condition.

Our business strategy is based in part upon the expansion of our business to new, or within existing, markets. In order tofund future vessel acquisitions, expansion into new and existing markets and products, increased working capital levels, or capitalexpenditures, we will be required to use cash from operations, incur borrowings or raise capital through the sale of debt or equitysecurities in the public or private markets. Use of cash for the above described purposes would reduce cash available for dividenddistributions to you. Our ability to obtain additional bank financing or access the capital markets for any future offerings may besignificantly limited by the volatility in the global financial markets and the adverse changes in the global credit markets. These adversemarket conditions and other contingencies and uncertainties are beyond our control. Our ability to obtain additional bank financing willalso depend on our financial condition, which may be adversely affected by prevailing economic conditions.

Our failure to obtain funds for such purposes could impact our results of operations and financial condition. The issuance ofadditional equity securities would dilute your interest in us and reduce dividends payable to our shareholders. Even if we are successful inobtaining additional bank financing, paying debt service would limit cash available for working capital and increasing our indebtednesscould have a material adverse effect on our business, results of operations, cash flows and financial condition.

In addition, we will incur significant maintenance costs for our fleet. Our vessels are generally required to be drydockedapproximately every 30 to 60 months for major repairs and maintenance that cannot be performed while the vessels are operating, notincluding any unexpected repairs. We estimate the cost to drydock a vessel to be between $0.2 million and $1.2 million, depending on thesize and condition of the vessel and the location of drydocking. In addition, as a result of the International Convention for the Control andManagement of Vessels' Ballast Water and Sediments, or the BWM Convention, we may be required to make significant investments inballast water management. Please see "—We may be required to make significant investments in ballast water management which mayhave a material adverse effect on our future performance, results of operations, and financial position."

If we do not generate or reserve enough cash flow from operations to pay for our capital expenditures, we may need to incuradditional indebtedness or enter into alternative financing arrangements, which may be on terms that are unfavorable to us. If we areunable to fund our obligations or to secure financing, it would have a material adverse effect on our results of operations.

Business acquisition and co-operation opportunities may present increased risks and uncertainties, which if realized, couldresult in costs that outweigh the financial benefit of such opportunities.

As part of our growth strategy, we intend to explore acquisition and co-operation opportunities of marine fuel supply andcomplementary businesses. Business acquisitions and co-operation opportunities could expose us to additional business and operatingrisks and uncertainties, including:

· the ability to effectively integrate and manage acquired businesses and assets;

· the ability to realize our investment in the acquired businesses and assets;

· the diversion of management's time and attention from other business concerns;

· the risk of entering markets in which we may have no or limited direct prior experience;

· the potential loss of key employees of the acquired businesses;

· the risk that an acquisition could reduce our future earnings; and

· exposure to unknown liabilities.

Growing any business by acquisition presents numerous risks, such as undisclosed liabilities and obligations, difficulty inobtaining additional qualified personnel, managing relationships with customers and suppliers and integrating newly acquired operationsinto existing infrastructures. For example, in December 2014, we filed a breach of contract claim against Hess Corporation (NYSE:HES), or Hess, for the breach of certain representations and warranties in connection with our acquisition of its East Coast bunkeringbusiness. The case is still pending as of the date of this annual report. For additional information, please see "Item 8.A. FinancialInformation—Consolidated Statements and Other Financial Information—Legal Proceedings."

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Our management may not properly evaluate the risks inherent in any particular transaction. In addition, the expansion of ourbusiness may impose significant additional responsibilities on our management and staff, and may necessitate that we increase the numberof personnel. We cannot give any assurance that we will be successful in executing our growth plans or that we will not incur significantexpenses and losses in connection with our future growth.

In addition, the terms of our credit facilities may also restrict our ability to expand or contract our business. In the currenteconomic and regulatory climate, it may be especially difficult to assess the risks involved in a particular transaction due to uncertaintyin government responses to market volatility and the contracted credit markets.

Furthermore, future acquisitions could result in the incurrence of substantial additional indebtedness and other expenses. Futureacquisitions may also result in potentially dilutive issuances of equity securities and may affect the market price of our commonshares. Difficulties encountered with acquisitions may have a material adverse effect on our business, financial condition and results ofoperations.

Purchasing and operating secondhand vessels may expose us to increased operating risks because of the quality of thosevessels and the lack of builders' or sellers' warranty protection.

Our fleet renewal and expansion strategy includes the acquisition of secondhand vessels as well as newbuildings. Unlikenewbuildings, secondhand vessels typically do not carry warranties with respect to their condition. Our inspections of secondhand vesselswould normally not provide us with as much knowledge of its condition as we would possess if the vessel had been built for us andoperated by us throughout its life. Repairs and maintenance costs for secondhand vessels may be more substantial than for vessels wehave operated since they were built. These costs could decrease our profits and reduce our liquidity.

Material weaknesses in our disclosure controls and procedures and internal control over financial reporting could negativelyaffect shareholder and customer confidence towards our financial reporting and other aspects of our business.

Our disclosure controls and procedures are designed to ensure that material financial and non-financial information that weprepare for public disclosure is recorded, processed, summarized and reported in a timely manner, and that it is accumulated andcommunicated to our management, including our President and Principal Executive Officer and Chief Financial Officer, as appropriate,to allow timely decisions regarding such disclosure. Because there are inherent limitations to the effectiveness of any system of disclosurecontrols and procedures, including our internal control over financial reporting, controls and procedures may not prevent or detectmisstatements. Our management, with the participation of our President and Principal Executive Officer and Chief Financial Officer,evaluated the effectiveness of the design and operation of our disclosure controls and procedures and concluded that as of December 31,2016, the Company maintained, in all material respects, effective internal control over financial reporting.

However, a determination that there are material weaknesses in the effectiveness of our material controls and procedures wouldreduce our ability to obtain financing or could increase the cost of any financing we obtain and require additional expenditures to complywith applicable requirements.

Due to the lack of diversification in our lines of business, adverse developments in the marine fuel supply business wouldnegatively impact our results of operations and financial condition.

We rely primarily on the revenues generated from our business of physical supply and marketing of refined marine fuel andlubricants to end customers. Due to the lack of diversification in our line of business, an adverse development in our marine fuel supplybusiness would have a significant impact on our business, financial condition and results of operations.

The market value of our vessels may fluctuate significantly, and we may incur impairment charges or incur losses when wesell vessels following a decline in their market value.

The fair market value of the vessels that we currently own or may acquire in the future may increase or decrease depending ona number of factors, including general economic and market conditions affecting the international marine fuel supply industry, includingcompetition from other marine fuel supply companies, types, sizes and ages of our vessels, supply and demand for bunkering tankers,costs of newbuildings and governmental or other regulations. If we sell any vessel when vessel prices have fallen and before we haverecorded an impairment charge to our financial statements, the sale may be at less than the vessel's carrying amount on our financialstatements, resulting in a loss. Such loss could adversely affect our financial condition, results of operations and our ability to paydividends to our shareholders.



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Furthermore, we evaluate the carrying amounts of our vessels to determine if events have occurred that would require animpairment of their carrying amounts. The recoverable amount of vessels is reviewed when events and changes in circumstances indicatethat the carrying amount of the assets might not be recovered. The review for potential impairment indicators and projection of future cashflows related to the vessels is complex and requires us to make various estimates. Some of these items have been historically volatile. Ifthe recoverable amount is less than the carrying amount of the vessel, the vessel is deemed impaired. The carrying values of our vesselsmay not represent their fair market value at any point in time because the new market prices of secondhand vessels tend to fluctuatewith, among other things, the cost of newbuildings. Any impairment charges incurred could negatively affect our financial condition andoperating results.

We may experience impairment of the value of long-lived assets.

The value of our long-lived assets can become impaired, as indicated by factors such as changes in our stock price, book value ormarket capitalization, and the past and anticipated operating performance and cash flows of operations. We test for impairment, wheneverevents or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Please see "Item 5. Operatingand Financial Review and Prospects—A. Operating Results—Critical Accounting Policies—Impairment of Long-lived Assets."

If we are unable to comply with existing or modified environmental laws and regulations relating to our fuel storage facilities,we would be exposed to significant compliance costs and liabilities.

Our operations involving the transportation and storage of fuel are subject to stringent laws and regulations governing thedischarge of materials into the environment, otherwise relating to protection of the environment, operational safety and related matters.Compliance with these laws and regulations increases our overall cost of business, including our capital costs to maintain and upgradeequipment and facilities, or claims for damages to property or persons resulting from our operations. Failure to comply with these lawsand regulations may result in the assessment of administrative, civil, and criminal penalties, the imposition of investigatory and remedialliabilities, and the issuance of injunctions that may restrict or prohibit our operations or even claims of damages to property or personsresulting from our operations. The laws and regulations applicable to our operations are subject to change, and compliance with currentand future laws and regulations may have a material effect on our results of operations or earnings. A discharge of hazardous materialsinto the environment could, to the extent such event is not insured, subject us to substantial expense, including both the cost to complywith applicable laws and regulations and liability to private parties for personal injury or property damage.

We are subject to certain risks with respect to our counterparties on contracts, including, without limitation, our bunkersupply and sale agreements, and failure of such counterparties to meet their obligations could cause us to suffer losses or negativelyimpact our results of operations and cash flows.

We have entered into, and in the normal course of our business we expect to continue to enter into, various contracts, including,without limitation, bunker supply and sale agreements. Such agreements subject us to counterparty risks. The ability and willingnessof each of our counterparties to perform its obligations under a contract with us will depend on a number of factors that are beyondour control and may include, among other things, general economic conditions, the condition of the maritime and offshore industries,fluctuations in the price of oil, the overall financial condition of the counterparty. In addition, we are also subject to the risk that we couldbe held accountable for the failure of these counterparties to comply with the laws and regulations applicable to them.

Furthermore, with respect to our bunker supply and sale agreements, during periods of decreased fuel prices, our customers mayseek to renegotiate the terms of their bunker supply and sale agreements or avoid their obligations under those contracts altogether. If ourcustomers fail to meet their obligations to us or attempt to renegotiate their agreements with us, it may be difficult to secure substitutearrangements, and any new arrangements we secure may be at lower rates. As a result, we could sustain significant losses which couldhave a material adverse effect on our business, financial condition, results of operations and cash flows, as well as our ability to paydividends on our common shares and interest on our debt securities and comply with covenants in our credit facilities.

Most of our customers are not obligated to continue to contract our services and if some of our key customers reduce orterminate their purchases, our results of operations would decrease.

Generally, we have not derived a significant amount of revenue from written volume commitments from our key customers orany other understandings with our key customers that relate to future purchases. Purchases by our key customers could be reduced orterminated at any time. A substantial reduction or a termination of purchases by any of our key customers could decrease our results ofoperations.

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We extend trade credit to most of our customers and our financial position and results of operations may diminish if we areunable to collect accounts receivable.

We extend trade credit to most of our customers. Our success in attracting business has been due, in part, to our willingnessto extend trade credit on an unsecured basis to our customers. As of December 31, 2016, 83 of our customers, representing 15% ofour total customers, had outstanding balances with us of at least $1 million under the lines of credit that we have extended to them.Our credit procedures and policies do not fully eliminate customer credit risk. The adverse changes in world credit markets over thelast several years may cause these numbers to increase if our customers cannot borrow money and are illiquid. We may not be able tocollect on the outstanding balances of our customers if any of our customers enter bankruptcy proceedings. For example, we currentlyhave $6.4 million receivables outstanding, of which $1.4 million is secured, from O.W. Bunker AS and certain of its subsidiaries, whichwe refer to collectively as O.W. Bunker, which filed for bankruptcy protection in November 2014, which may not be recoverable.For more information, please see "Item 8.A. Financial Information—Consolidated Statements and Other Financial Information—LegalProceedings."

Losses due to nonpayment by our customers, if significant, would diminish our financial position and results of operations.

We depend on a number of key suppliers, which makes us susceptible to supply shortages or price fluctuations that coulddiminish our operating results.

We currently purchase refined marine petroleum products from a number of key suppliers. If our relationship with any of our keysuppliers terminates or if any of our key suppliers suffers a disruption in production, we may not be able to obtain a sufficient quantity ofrefined marine fuel and lubricants on acceptable terms and without interruption in our business. We may experience difficulties and delaysin obtaining marine fuel from alternative sources of supply. Any interruption or delay in the supply of marine fuel, or the inability toobtain fuel from alternate sources at acceptable prices and within a reasonable amount of time, would impair our ability to meet scheduleddeliveries to our customers and could cause customers to cancel orders, which would weaken our financial condition and reduce ourresults of operations.

The refined marine fuel that we purchase from our suppliers may fail to meet the contractual specifications that we haveagreed to supply to our customers and, as a result, we could lose business from those customers and be subject to claims or otherliabilities.

If the refined marine fuel that we purchase from our suppliers fails to meet the specifications we have contractually agreedto supply to our customers, we could be subject to claims or other liabilities. In addition, our relationship with our customers may beadversely affected or we could lose our customers. Our insurance policies that protect us against most of the risks involved in the conductof our business may not be adequate and we may not have any recourse against our suppliers for marine fuel that fails to meet agreedspecifications. The loss of customers and increased liabilities would reduce our earnings and could have a material adverse effect on ourbusiness, weaken our financial condition and reduce our results of operations.

If Aegean Oil or third-party physical suppliers fail to provide services to us and our customers as agreed, we would be subjectto customer claims which could negatively affect our business and results of operations.

We have contracted with Aegean Oil to provide various services to our customers in Greece, including fueling of vessels in portand at sea. Aegean Oil is a related company owned and controlled by members of the family of Mr. Dimitris Melisanidis, our founder,former head of corporate development and former major shareholder. In connection with our marine fuel trading activities, from timeto time, we contract with other third-party physical suppliers to deliver marine fuel to our customers in markets where we do not haveservice centers. The failure of Aegean Oil or any other third-party physical supplier to perform these services in accordance with theterms we have agreed with them and our customers could affect our relationships with our customers and subject us to claims and otherliabilities which could harm our business or negatively affect our financial results. If Aegean Oil or any third-party physical suppliersfails to perform its obligations to us, you will not have any recourse directly against Aegean Oil or the third-party physical suppliers.

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Agreements between us and Aegean Oil or other related entities may be more favorable or less favorable than agreementsthat we could obtain from unaffiliated third-parties.

The marine fuel service supply agreement and other agreements we have with Aegean Oil, one of our largest suppliers of marinepetroleum products, as well as other agreements we have with related entities, have been made in the context of an affiliated relationship.Aegean Oil and other of its affiliated entities are owned and controlled by members of Mr. Melisanidis' family. Mr. Melisanidis hasalso historically been involved with our related companies and had a leadership role with respect to the promotion of their productsand services. The negotiation of the marine fuel service supply agreement and our other contractual arrangements may have resulted inprices and other terms that are more favorable or less favorable to us than terms we might have obtained in arm's-length negotiationswith unaffiliated third-parties for similar services because at the time of the negotiations, Mr. Melisanidis was a major shareholder of usthrough his ownership of certain entities he controls. Moreover, Aegean Oil and other affiliated entities remain our related companies,and we remain subject to similar risks in future business dealings with these parties. Please see "Item 7. Major Shareholders and RelatedParty Transactions—B. Related Party Transactions."

We are vulnerable to price fluctuations of marine fuel, which may result in the reduced value of our inventory and cause usto suffer financial loss.

Due to the nature of our business, we may increase the volume of our marine fuel inventories. Depending upon the price andprice movement of refined marine fuel, our marine fuel inventories may subject us to a risk of financial loss.

Furthermore, marine fuel prices have been volatile in the recent past and may continue to be volatile in the future due to factorsoutside of our control. These factors include, among others, global economic conditions, changes in global crude oil prices, expected andactual supply and demand for marine fuel, political conditions, laws and regulations related to environmental matters (including thosemandating or incentivizing alternative energy sources or otherwise addressing global climate change), changes in pricing or productioncontrols by the Organization of the Petroleum Exporting Countries, technological advances affecting energy consumption and supply,energy conservation efforts, price and availability of alternative energy sources, and the weather.

Although we conservatively manage risks related to such fluctuations, we have no control over the changing market value of ourinventory, and pricing terms with our suppliers and customers and hedges by way of oil futures or other instruments, that we have entered,or will enter into, may not adequately protect us in the event of a substantial downward movement in the price of marine fuel. Pleasesee "—Changes in the market price of petroleum may increase our credit losses, reduce our liquidity and decrease our profitability" and"Item 11. Quantitative and Qualitative Disclosures about Market Risk."

Our business and our customers' businesses are vulnerable to currency exchange fluctuations, which could negatively affectour results of operations and cash flows and reduce our profitability.

Generally, in all of our service centers, we invoice our customers for the sale and delivery of marine petroleum products in U.S.dollars. Many of our customers are foreign customers and may be required to obtain U.S. dollars to pay for our products and services.A rapid depreciation or devaluation in a currency affecting our customers could have an adverse effect on our customers' operations andtheir ability to convert local currency to U.S. dollars to make required payments to us. This would in turn result in credit losses for us,which would reduce our results of operations and cash flows.

Should we enter certain markets where payments and receipts are denominated in local currency or should either theinternational oil and gas markets or the international shipping markets change their base currency from the U.S. dollar to anotherinternational currency such as the Euro, the impact on our dollar-denominated consolidated statements of income may be significant.

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Due to the minimal historic impact of foreign exchange fluctuations on our operations, it is our policy to not enter into hedgingarrangements in respect of our foreign currency exposures related to our sales and purchases. However, we currently hedge our exposureon loan repayments denominated in foreign currencies.

Please see "Item 11. Quantitative and Qualitative Disclosures about Market Risk."

Failure to comply with anti-bribery laws could have a material adverse effect on our business, financial condition and resultsof operations, including as a result of criminal, civil and employment sanctions as well as negative publicity.

Our operations are subject to various anti-bribery laws, including the U.K. Bribery Act 2010 and the U.S. Foreign CorruptPractices Act of 1977. Our employees and/or third parties acting as agents for us could engage in fraudulent behavior against us on theirown or others' initiative, making them act against our interests. Such actions could include, entering into agreements with our competitorslimiting free competition, document fraud, port bribes, fraudulent commission agreements, facilitation payments and bribes to get accessto exclusive business. Whether intentional or not, such actions could potentially put us at risk for both legal liabilities and reputationalharm.

We may be unable to attract and retain key personnel, which could interrupt our business and limit our growth.

Our success depends to a significant degree upon the abilities and efforts of our management team and our ability to hire andretain key members of our management team. The loss of any of these individuals, or our inability to attract and retain qualified personnel,could adversely affect our business prospects and financial condition. Difficulty in hiring and retaining key personnel could negativelyimpact our results of operations and financial condition. We do not, nor do we intend to, maintain "key man" life insurance on anyof our officers or our board members, including Mr. Peter C. Georgiopoulos, the Chairman of our board of directors. We believe thatMr. Georgiopoulos is an important member of our board of directors and that the loss of his services or involvement in our businesswould have a material adverse effect on our Company. We have entered into employment agreements with Mr. E. Nikolas Tavlarios, ourPresident and Mr. Spyros Gianniotis, our Chief Financial Officer.

As we expand our business, we may not be able to recruit suitable employees and crew for our vessels, which may limit ourgrowth and cause our financial performance to suffer.

As we expand our business, we will need to recruit suitable crew, shoreside, administrative and management personnel. We maynot be able to continue to hire suitable employees as we expand our vessel fleet. If we are unable to recruit suitable employees and crews,we may not be able to provide our services to customers, our growth may be limited and our financial performance may suffer.

A portion of our employees are covered by national collective bargaining agreements, which set minimum standards foremployment, and any industrial action or other labor unrest could disrupt our business.

A portion of our employees from Greece, the Philippines, Romania, Singapore, Russia, the United States, Belgium and Spainare covered by national collective bargaining agreements, which set minimum standards for employment. Industrial action or other laborunrest could disrupt our business. If not resolved in a timely and cost-effective manner, such industrial action or other labor unrest couldprevent or hinder our operations from being carried out normally and could disrupt our business and reduce our results of operations andcash flows.

We are a holding company, and are dependent primarily on the ability of our operating subsidiaries to distribute funds to usin order to satisfy our financial and other obligations and to make dividend payments.

We are a holding company and we have no significant assets other than the equity interests in our subsidiaries. As a result,our ability to satisfy our financial and other obligations and to pay dividends depends primarily on the performance of our operatingsubsidiaries and their ability to distribute funds to us. If we are unable to obtain funds from our operating subsidiaries, we will not beable to pay dividends unless we obtain funds from other sources. We may not be able to obtain the necessary funds from other sources onterms acceptable to us.

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We cannot guarantee that our board of directors will declare dividends.

Our board of directors may, in its sole discretion, from time to time, declare and pay cash dividends in accordance with ourorganizational documents, provisions of our debt agreements and applicable law. Our board of directors makes determinations regardingthe payment of dividends in its sole discretion, and there is no guarantee that we will continue to pay dividends in the future.

While we currently intend to pay regular cash dividends on a quarterly basis, the markets in which we operate are volatile andwe cannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends in any period. We mayalso incur expenses or liabilities or be subject to other circumstances in the future that reduce or eliminate the amount of cash that wehave available for distribution as dividends, including as a result of the risks described herein. We will make dividend payments to ourshareholders only if our board of directors, acting in its sole discretion, determines that payments of dividends would be in our bestinterest and in compliance with relevant legal and contractual requirements. The principal business factors that our board of directorsexpects to consider when determining the timing and amount of dividend payments will be our earnings, financial condition and cashrequirements at the time.

U.S. investors in our Company could suffer adverse tax consequences if we are characterized as a passive foreign investmentcompany.

If, for any taxable year, our passive income or our assets that produce or are held for production of passive income exceedlevels provided by law, we may be characterized as a "passive foreign investment company," or a PFIC, for U.S. federal income taxpurposes. This characterization could result in adverse U.S. tax consequences to our U.S. shareholders. If we are classified as a PFIC, aU.S. shareholder of our common stock could be subject to increased U.S. federal income tax liability upon the sale or other dispositionof our common stock or upon the receipt of amounts treated as "excess distributions." Under these rules, the excess distribution and anygain upon a sale of our common stock would be allocated ratably over the U.S. shareholder's holding period for the common stock, andthe amount allocated to the current taxable year and any taxable year prior to the first taxable year in which we were a PFIC would betaxed as ordinary income in the current taxable year. The amounts allocated to each of the other taxable years would be subject to taxat the highest marginal rates on ordinary income in effect for the applicable class of taxpayer for that year, and an interest charge forthe deemed tax deferral benefit would be imposed on the resulting tax liability as if such tax liability had been due with respect to eachsuch other taxable year. In addition, shareholders of a PFIC may not receive a "step-up" in tax basis on common stock acquired from adecedent. U.S. shareholders should consult with their own U.S. tax advisors with respect to the U.S. tax consequences of investing in ourcommon stock as well as the specific application of the "excess distribution" rule and other rules discussed in this paragraph.

We presently believe that we are not a PFIC and do not anticipate becoming a PFIC. This is, however, a factual determinationmade on an annual basis based on our activities, income and assets, among other factors, and is subject to change. For a discussion of howwe might be characterized as a PFIC and related U.S. federal tax income consequences, please see "Item 10. Additional Information—E.Taxation—U.S. Federal Income Taxation of U.S. Holders—Passive Foreign Investment Company."

If we become subject to tax in the jurisdictions in which we operate, our net income and cash flow would decrease.

Our business is affected by taxes imposed on the purchase and sale of refined marine petroleum products in various jurisdictionsin which we operate from time to time. These taxes include income, sales, excise, goods and services taxes, value-added taxes and othertaxes. We currently do not pay a significant amount of tax, including withholding taxes, in any jurisdiction in which we operate. As aresult of changes in our operations, tax laws or the application by tax authorities of these laws or our failure to comply with tax laws, wemay become liable for an increased amount of tax in any jurisdiction. An increased liability for taxes would decrease our net income andcash flow.

Our insurance policies may not be adequate to cover our losses and because we obtain some of our insurance policiesthrough protection and indemnity associations, we may be subject to calls in amounts based not only on our own claim records, butalso the claim records of other members of the protection and indemnity associations, which could expose us to additional expenses.

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We carry insurance policies to protect us against most of the accident-related risks involved in the conduct of our business,including marine hull and machinery insurance, protection and indemnity insurance, which includes pollution risks, crew insurance, andwar risk insurance. We may not be adequately insured to cover losses from our operational risks. Additionally, our insurers may refuse topay particular claims and our insurance policies may be voidable by the insurers if we take, or fail to take, certain action, such as failing tomaintain certification of our vessels with applicable maritime regulatory organizations. Any significant uninsured or under-insured lossor liability could have a material adverse effect on our business, results of operations, cash flows and financial condition. In addition, wemay not be able to obtain adequate insurance coverage at reasonable rates in the future during adverse insurance market conditions.

We may also be subject to calls or premiums in amounts based not only on our claim records but also the claim records ofother members of the protection and indemnity associations through which we receive insurance coverage for tort liability, includingpollution-related liability. Our payment of these calls could result in significant expense to us, which could have a material adverse effecton our results of operations, cash flows and financial condition. Moreover, the protection and indemnity associations and other insuranceproviders reserve the right to make changes in insurance coverage with little or no advance notice.

Maritime claimants could arrest our vessels, which could disrupt our cash flow.

Crew members, suppliers of goods and services to a vessel and other parties may be entitled to a maritime lien against thatvessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lien holder may enforce its lien by arresting a vesselthrough foreclosure proceedings. The arrest or attachment of one or more of our vessels could interrupt our cash flows and require us topay a significant amount of money to have the arrest lifted. In addition, in some jurisdictions under the "sister ship" theory of liability, aclaimant may arrest both the vessel that is subject to the claimant's maritime lien and any "associated" vessel, which is any vessel ownedor controlled by the same owner. Claimants could try to assert "sister ship" liability against one vessel in our fleet for claims relating toanother vessel in our fleet.

Terrorist attacks, piracy, and international hostilities have previously affected the shipping industry, and any future attackscould negatively impact our results of operations and financial condition.

We conduct our marine fuel supply operations worldwide, and our business, results of operations, cash flows and financialcondition could suffer by changing economic, political and government conditions in the countries and regions where our vessels areemployed or registered. Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of politicalinstability, terrorist or other attacks, war, piracy, or international hostilities, and any restrictive governmental actions that may result inresponse to such activity.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, theArabian Sea, the Red Sea, the Gulf of Aden off the coast of Somalia, the Indian Ocean and the Gulf of Guinea. Sea piracy incidentscontinue to occur, particularly in the Gulf of Aden and the South China Sea. We may not be adequately insured to cover losses from theseincidents, which could have a material adverse effect on us. In addition, detention hijacking, involving the hostile detention of a vessel, asa result of an act of piracy against our vessels, or an increase in cost, or unavailability of insurance for our vessels, could have a materialadverse impact on our business, financial condition, and results of operations.

Information technology failures and data security breaches, including as a result of cybersecurity attacks, could negativelyimpact our results of operations and financial condition, subject us to increased operating costs, and expose us to litigation.

We rely on our computer systems and network infrastructure across our operations. Despite our implementation of securityand back-up measures, all of our technology systems are vulnerable to damage, disability or failures due to physical theft, fire, powerloss, telecommunications failure, operational error, or other catastrophic events. Our technology systems are also subject to cybersecurityattacks including malware, other malicious software, phishing email attacks, attempts to gain unauthorized access to our data, theunauthorized release, corruption or loss of our data, loss or damage to our data delivery systems, and other electronic security breaches.Due to the large number of transactions that run through our systems each day, significant system down-time or slow-down could have amaterial impact on our ability to conduct business, process and record transactions, as well as make operational and financial decisions.In addition, as we continue to grow the volume of transactions in our businesses, our existing IT systems infrastructure, applications andrelated functionality may be unable to effectively support a larger scale operation, which can cause the information being processed to beunreliable and impact our decision-making or damage our reputation with customers.

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Furthermore, despite our efforts to ensure the integrity of our systems and prevent future cybersecurity attacks, it is possible thatour business, financial and other systems could be compromised, especially because such attacks can originate from a wide variety ofsources including persons involved in organized crime or associated with external service providers. Those parties may also attempt tofraudulently induce employees, customers or other users of our systems to disclose sensitive information in order to gain access to ourdata or use electronic means to induce the company to enter into fraudulent transactions. Past and future occurrences of such attacks coulddamage our reputation and our ability to conduct our business, impact our credit and risk exposure decisions, cause us to lose customersor revenues, subject us to litigation and require us to incur significant expense to address and remediate or otherwise resolve these issues,which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The chairman of our board of directors owns a significant portion of our outstanding common shares, which may limit yourability to influence our actions, and they may not act in the best interests of our other shareholders.

Mr. Georgiopoulos, the chairman of our board of directors, currently owns 13.7% of our outstanding shares of commonstock. Accordingly, Mr. Georgiopoulos has the power to exert influence over our actions, including the election of our directors, theadoption or amendment of provisions in our amended and restated articles of incorporation and bylaws and approval of possible mergers,amalgamations, control transactions and other significant corporate transactions. This concentration of ownership may have the effect ofdelaying, deferring or preventing a change in control, merger, consolidation, takeover or other business combination. This concentrationof ownership could also discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, whichcould in turn have an adverse effect on the market price of our shares. So long as Mr. Georgiopoulos continues to own a significant amountof our equity, even though such amount represents less than 50% of our voting power, he will continue to be able to exercise considerableinfluence over our decisions. For further discussion, please see "Item 7. Major Shareholders and Related Party Transactions—B. RelatedParty Transactions." Mr. Georgiopoulos may not necessarily act in accordance with the best interests of other shareholders. To the extentthat conflicts of interests may arise, Mr. Georgiopoulos may vote in a manner adverse to us or to you or other holders of our securities.

Some of our directors are affiliated with other companies, which could result in conflicts of interest that may not be resolvedin our favor.

Some of our directors also serve as directors of other public companies and are employees or have investments in companiesin industries related to ours. In particular, Mr. Georgiopoulos, the chairman of our board of directors, is also the chairman of the boardof directors and chief executive officer of Gener8 Maritime, Inc., or Gener8. Also, Mr. John Tavlarios is the Chief Operating Officer ofGener8. As such, Gener8 may be deemed one of our affiliates for United States securities laws purposes.

To the extent that the other entities with which our directors may be affiliated compete with us for business opportunities,prospects or financial resources, or participate in ventures in which we may participate, our directors may face actual or apparent conflictsof interest in connection with decisions that could have different implications for us and the other companies. These decisions may relateto corporate opportunities, corporate strategies, potential acquisitions of businesses, intercompany agreements, competition, the issuanceor disposition of securities, the election of new or additional directors and other matters. Such potential conflicts may delay or limit theopportunities available to us, and it is possible that conflicts may be resolved in a manner adverse to us.

As a foreign private issuer, we are exempt from certain New York Stock Exchange corporate governance requirementsapplicable to U.S. domestic companies. As a result, our corporate governance practices may not have the same protections afforded toinvestors of companies that are subject to all of the New York Stock Exchange governance requirements.

We are a "foreign private issuer" within the meaning of the New York Stock Exchange, or NYSE, corporate governancestandards. Under NYSE rules, a foreign private issuer may elect to comply with the practice of its home country and not to comply withcertain NYSE corporate governance requirements, including the requirements that:

· a majority of the board of directors be independent directors;

· both a nominating and corporate governance and a compensation committee be established and composed entirely ofindependent directors and each committee has a written charter addressing its purpose and responsibilities;

· an annual performance evaluation of the nominating and corporate governance and compensation committees beundertaken;

· non-management directors meet in regular executive sessions without members of management in attendance;

· a company has corporate governance guidelines or a code of ethics; and



· an audit committee consists of a minimum of three independent directors.

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We believe that our corporate governance practices are in compliance with the applicable NYSE rules and are not prohibited bythe laws of the Republic of the Marshall Islands. For a list of the corporate governance practices followed by us in lieu of the corporategovernance rules applicable to U.S. domestic companies, please see "Item 16G – Corporate Governance" below.

Anti-takeover provisions in our organizational documents could have the effect of discouraging, delaying or preventing amerger, amalgamation or acquisition, which could reduce the market price of our common shares.

Several provisions of our articles of incorporation and our bylaws could make it difficult for our shareholders to change thecomposition of our board of directors in any one year, preventing them from changing the composition of management. In addition, thesame provisions may discourage, delay or prevent a merger or acquisition that shareholders may consider favorable.

These provisions include:

· authorizing our board of directors to issue "blank check" preferred stock without shareholder approval;

· providing for a classified board of directors with staggered, three-year terms;

· prohibiting cumulative voting in the election of directors;

· authorizing the removal of directors only for cause and only upon the affirmative vote of the holders of at least 70% ofthe outstanding shares of our capital stock entitled to vote for the directors;

· prohibiting shareholder action by written consent unless the written consent is signed by all shareholders entitled tovote on the action;

· limiting the persons who may call special meetings of shareholders; and

· establishing advance notice requirements for nominations for election to our board of directors or for proposing mattersthat can be acted on by shareholders at shareholder meetings.

In addition, we have entered into a shareholders rights agreement that makes it more difficult for a third-party to acquireus without the support of our board of directors. See "Item 10. Additional Information—B. Memorandum and Articles ofAssociation—Stockholders Rights Agreement." These anti-takeover provisions could substantially impede the ability of publicshareholders to benefit from a change in control and, as a result, may reduce the market price of our common stock and the ability of ourshareholders to realize any potential change of control premium.

We and many of our subsidiaries are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law, and as a result, shareholders may have fewer rights and protections under Marshall Islands lawthan under a typical jurisdiction in the United States.

Our corporate affairs are governed by our amended and restated articles of incorporation and bylaws and by the Marshall IslandsBusiness Corporations Act, or the BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of statesin the United States. However, there have been few judicial cases in the Marshall Islands interpreting the BCA. The rights and fiduciaryresponsibilities of directors under the law of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciaryresponsibilities of directors under statutes or judicial precedent in the United States. The rights of shareholders of companies incorporatedin the Marshall Islands may differ from the rights of shareholders of companies incorporated in the United States. The BCA providesthat it is to be interpreted according to the laws of the State of Delaware and other states with substantially similar legislative provisions.However, there have been few, if any, court cases interpreting the BCA in the Marshall Islands and Marshall Islands courts may notreach the same conclusions as United States courts. Thus, you may have more difficulty protecting your interests in the face of actions bymanagement, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdictionthat has developed a relatively more substantial body of case law.

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We may be subject to litigation, arbitration and other proceedings that could have an adverse effect on our business.

We may be, from time to time, involved in various litigation matters arising in the ordinary course of business, or otherwise.These matters may include, among other things, contract disputes, personal injury claims, environmental matters, governmental claimsfor taxes or duties, securities, or maritime matters. The potential costs to resolve any claim or other litigation matter, or a combination ofthese, may have a material adverse effect on us because of potential negative outcomes, the costs associated with asserting our claims ordefending such lawsuits, and the diversion of management's attention to these matters.

Please see "Item 8.A Financial Information—Consolidated Statements and Other Financial Information—Legal Proceedings"for a description of our litigation matters.

Risk Factors Relating to Our Industry

Adverse economic conditions in the shipping industry may reduce the demand for our products and services and negativelyaffect our results of operations and financial condition.

Our business is focused on the physical supply, marketing and trading of refined marine fuel and marine lubricants to theshipping industry. The shipping industry has historically been materially adversely affected by negative economic conditions that mayhave an adverse effect on our customers, which may reduce the demand for our products and services and negatively affect our results ofoperations and financial condition.

In addition, any political instability, terrorist activity, piracy activity or military action that disrupts shipping operations willadversely affect our customers. Any adverse conditions in the shipping industry may reduce the demand for our products and servicesand negatively affect our results of operations and financial condition.

Material disruptions in the availability or supply of oil may reduce the supply of our products and have a material impact onour operating results, revenues and costs.

The success of our business depends on our ability to purchase, sell and deliver marine petroleum products to our customers.Material disruptions in the availability or supply of oil may have an adverse effect on our suppliers. In addition, any political instability,natural disasters, terrorist activity, piracy, military action or other similar conditions may disrupt the availability or supply of oil andconsequently decrease the supply of refined marine fuel. Decreased availability or supply of marine fuel may reduce our operating results,revenues and results of operations.

Changes in the market price of petroleum may increase our credit losses, reduce our liquidity and decrease our profitability.

Unanticipated changes in the price of oil and gas, to the extent not hedged, may negatively affect our business. A rapid declinein fuel prices could decrease our profitability because if we were to purchase inventory when fuel prices are high without having acorresponding sales contract in place, we may not be able to resell it at a profit. Conversely, increases in fuel prices can adversely affectour customers' businesses, and consequently increase our credit losses. Increases in fuel prices could also affect the credit limits extendedto us by our suppliers and our working capital requirements, potentially affecting our liquidity and profitability. In addition, increases inoil prices will make it more difficult for our customers to operate and could reduce demand for our services. Please see "—We are subjectto certain risks with respect to our counterparties on contracts, including, without limitation, our bunker supply and sale agreements, andfailure of such counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations andcash flows."

In the highly competitive marine fuel supply industry, we may not be able to successfully compete for customers with newentrants or established companies with greater resources, which would negatively affect our financial condition and our ability toexpand our business.

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We are subject to aggressive competition in all aspects of our business. Our competitors are numerous, ranging from largemultinational corporations, which have significantly greater capital resources than us, to relatively small and specialized firms. In additionto competing with fuel resellers, such as World Fuel Services Corporation and Chemoil Corporation, we also compete with the majoroil producers, such as BP Marine Limited, Royal Dutch Shell plc, Marine Products Corp. and Exxon Mobil Corporation, that marketfuel directly to large commercial shipping companies. We also compete with physical suppliers of marine fuel products, such as CEPSA(Gibraltar) Ltd. and Fujairah National Bunkering Co. LLC, for business from traders and brokers as well as end customers. We may notbe able to successfully compete for customers because of increased competition from the major oil producers, or our suppliers who maychoose to market directly to large as well as smaller shipping companies, or to provide less advantageous price and credit terms to us.Also, due in part to the highly fragmented market, competitors with greater resources could enter the marine fuel supply industry andoperate larger fleets of bunkering tankers through consolidations or acquisitions and may be able to offer better terms than we are able tooffer to our customers.

Our operations are subject to extensive environmental laws and regulations, the violation of which could result in liabilities,fines or penalties and changes of which may require increased capital expenditures and other costs necessary to operate and maintainour vessels.

We are subject to various environmental laws and regulations dealing with the handling of fuel and fuel products. We currentlystore fuel inventories on our bunkering tankers and storage facilities and we may, in the future, maintain fuel inventories at several otherlocations in fixed or floating storage facilities. Our operations involve the risks of fuel spillage or seepage, environmental damage, andhazardous waste disposal, among other things. If we are involved in a spill or other accident involving hazardous substances, if there arereleases of fuel and fuel products we own, or if we are found to be in violation of environmental laws or regulations, we could be subjectto liabilities that could have a materially adverse effect on our business and operating results. We are also subject to possible claims bycustomers, employees and others who may be injured by a fuel spill, exposure to fuel, or other accidents. If we should fail to comply withapplicable environmental regulations, we could be subject to substantial fines or penalties and to civil or criminal liability.

In particular, our operations are subject to numerous laws and regulations in the form of international conventions, national, stateand local laws and national and international regulations in force in the jurisdictions in which our vessels operate or are registered, whichcan significantly affect the ownership and operation of our vessels. These regulations include, but are not limited to, E.U. regulations,the United Kingdom's Environmental Protection Act 1990, or U.K. EPA, the United Kingdom's Water Resources Act 1991, as amended,or WRA, the Pollution Prevention and Control (England and Wales) Regulations 2010, or the Regulations, and regulations of the UnitedNations' International Maritime Organization, or the IMO, including, the International Convention for the Prevention of Pollution fromShips of 1973 (as from time to time and generally referred to as MARPOL), including designation of Emission Control Areas thereunder,the International Convention on Civil Liability for Bunker Oil Pollution Damage the IMO International Convention for the Safety ofLife at Sea of 1974 and the International Convention on Load Lines of 1966. In the U.S., we face the risk of liability under the U.S.Oil Pollution Act of 1990, or the OPA, the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980, orCERCLA, the U.S. Clean Air Act, as amended by the Clean Air Act Amendments of 1977 and 1990, the U.S. Clean Water Act, and theU.S. Maritime Transportation Security Act of 2002, or the MTSA. We refer you to the discussion in the section of this report entitled"Environmental and Other Regulations" for a description of environmental laws and regulations that affect our business.

Recent action by the IMO's Maritime Safety Committee and U.S. agencies indicate that cybersecurity regulations for themaritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. This mightcause companies to cultivate additional procedures for monitoring cybersecurity, which could require additional expenses and/or capitalexpenditures. However, the impact of such regulations is hard to predict at this time.

A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctionsor the suspension or termination of our operations. Some environmental laws often impose strict liability for remediation of spills andreleases of oil and hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault. Anoil spill could result in significant liability, including fines, penalties, criminal liability and remediation costs for natural resource damagesas well as third-party damages. We are required to satisfy insurance and financial responsibility requirements for potential oil (includingmarine fuel) spills and other pollution incidents. Our insurance policies covering certain environmental risks may not be sufficient tocover all such risks and any claim may have a material adverse effect on our business, results of operations, cash flows and financialcondition.

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Compliance with applicable laws, regulations and standards, where applicable, may require us to make additional capitalexpenditures for the installation of costly equipment or operational changes and may affect the resale value or useful lives of ourvessels. In order to satisfy these requirements, we may, from time to time, be required to take our vessels out of service for extendedperiods of time, with corresponding losses of revenues. We may also incur additional costs in order to comply with other existing andfuture regulatory obligations, including costs relating to air emissions, maintenance and inspection, development and implementation ofemergency procedures and insurance coverage or other financial assurance of our ability to address pollution incidents. For example, asdiscussed elsewhere in this annual report, the BWM Convention aims to prevent the spread of harmful aquatic organisms from one regionto another, by establishing standards and procedures for the management and control of ships' ballast water and sediments. The BWMConvention calls for a phased introduction of mandatory ballast water exchange requirements to be replaced in time with mandatoryconcentration limits. In order to comply with these living organism limits, vessel owners may have to install expensive ballast watertreatment systems or make port facility disposal arrangements and modify existing vessels to accommodate those systems. The BWMConvention enters into force on September 8, 2017 and vessel owners must demonstrate compliance with the BWM Convention at eachvessel's first International Oil Pollution Prevention survey occurring after such date. These costs could reduce our results of operationsand cash flows and weaken our financial condition. Also, in the future, market conditions may not justify these expenditures or enable usto operate some or all of our vessels profitably during the remainder of their economic lives.

We may be required to make significant investments in ballast water management which may have a material adverse effecton our future performance, results of operations, and financial position.

The BWM Convention aims to prevent the spread of harmful aquatic organisms from one region to another, by establishingstandards and procedures for the management and control of ships' ballast water and sediments. The BWM Convention calls for aphased introduction of mandatory ballast water exchange requirements to be replaced in time with mandatory concentration limits. TheBWM Convention was ratified in September 2016 and enters in force in September 2017. The BWM convention requires that ballastwater treatment systems be installed on vessels at the first renewal survey following its entry into force. Investments in ballast watertreatment may have a material adverse effect on our future performance, results of operations, cash flows and financial position. Forfurther information on these requirements, please see "—Our operations are subject to extensive environmental laws and regulations, theviolation of which could result in liabilities, fines or penalties and changes of which may require increased capital expenditures and othercosts necessary to operate and maintain our vessels."

Our operations have inherent risks that could negatively impact our results of operations and financial condition.

Operating bunkering vessels and marine fuel storage facilities involves inherent risks that could negatively impact our results ofoperations and financial condition. Our vessels and fuel oils that they carry are at risk of being damaged or lost because of events suchas marine disasters, bad weather, mechanical failures, human error, war, terrorism, piracy and other circumstances or events. All of thesehazards can result in death or injury to persons, loss of revenues or property, environmental damage, higher insurance rates, damage toour customer relationships, delays or rerouting. Although we maintain insurance to mitigate these costs, there can be no assurance thatour insurance would be sufficient to cover the liabilities we may incur as a result of the occurrence of one or more of these events.

If our vessels suffer damage, they may need to be repaired. The costs of vessel repairs are unpredictable and can be substantial.We may have to pay repair costs that our insurance policies do not cover. The loss of earnings while these vessels are being repaired, aswell as the actual cost of these repairs, would decrease our results of operations. If one of our vessels were involved in an accident withthe potential risk of environmental contamination, the resulting media coverage could have a material adverse effect on our business, ourresults of operations and cash flows and weaken our financial condition.

Risk Factors Relating to Our Common Shares

Future sales of our common shares could cause the market price of our common stock to decline.

The market price of our common stock could decline due to the issuance and, or the announcements of proposed sales, of alarge number of common stock in the market, including sales of common stock by our large shareholders, or the issuance of commonshares upon the conversion of our 4.00% Convertible Unsecured Senior Notes due 2018 and/or our 4.25% Convertible Unsecured SeniorNotes due 2021, or the perception that these sales or issuances could occur. These sales or issuances, or the perception that these sales orissuances could occur, could also make it more difficult or impossible for us to sell equity securities in the future at a time and price thatwe deem appropriate to raise funds through future offerings of common stock.

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Our amended and restated articles of incorporation authorize our board of directors to, among other things, issue additionalshares of common or preferred stock or securities convertible or exchangeable into equity securities, without shareholder approval. Wemay issue such additional equity or convertible securities to raise additional capital. The issuance of any additional shares of common orpreferred stock or convertible securities could be substantially dilutive to our shareholders, including having the following effects:

· our existing shareholders' proportionate ownership interest in us will decrease;

· the amount of cash available for dividends payable on the shares of our common stock may decrease;

· the relative voting strength of each previously outstanding common share may be diminished; and

· the market price of the shares of our common stock may decline.

Moreover, to the extent that we issue restricted stock units, stock appreciation rights, options or warrants to purchase ourcommon shares in the future and those stock appreciation rights, options or warrants are exercised or as the restricted stock units vest,our shareholders may experience further dilution. Holders of shares of our common stock have no preemptive rights that entitle suchholders to purchase their pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could resultin increased dilution to our shareholders.

Our share price may be highly volatile, which could lead to a further loss of all or part of an investor's investment and theremay not be a continuing public market for you to resell our common stock.

Since 2008, the stock market has experienced extreme price and volume fluctuations. This volatility has often been unrelated tothe operating performance of particular companies. The market price of our shares of common stock fluctuated substantially during 2016,trading at a high of $13.10 in December 2016 and a low of $5.21 in July 2016, and recently closing at $10.40 on May 12, 2017. If thevolatility in the market continues or worsens, it could have a further adverse effect on the market price of our shares of common stock,regardless of our operating performance, and an active and liquid public market for our shares of common stock may not continue.

The trading price of our common stock may be highly volatile and could be subject to fluctuations in response to a number offactors beyond our control. Some of those factors are:

· fluctuations in interest rates;

· fluctuations in the availability or the price of oil;

· fluctuations in foreign currency exchange rates;

· announcements by us or our competitors;

· changes in our relationships with customers or suppliers;

· changes in governmental regulation of the fuel industry;

· changes in United States or foreign tax laws;

· actual or anticipated fluctuations in our operating results from period to period;

· changes in financial estimates or recommendations by securities analysts;

· changes in accounting principles;

· a general or industry-specific decline in the demand for, and price of, our shares of common stock resulting from capitalmarket conditions independent of our operating performance;

· the loss of any of our key management personnel; and

· our failure to successfully implement our business plan.

In recent years, the stock market has experienced significant price and volume fluctuations. These fluctuations may be unrelatedto the operating performance of particular companies. These broad market fluctuations may cause declines in the market price of ourcommon stock. The price of our common stock could fluctuate based upon factors that have little or nothing to do with us or ourperformance, and those fluctuations could materially reduce our common stock price.



You may not be able to sell your shares of our common stock in the future at the price that you paid for them or at all.

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ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

Aegean Marine Petroleum Network Inc. is a Marshall Islands holding company incorporated on June 6, 2005 under the BCA.On December 13, 2006, we consummated our initial public offering of 14,375,000 shares of our common stock. On January 27, 2010,we completed a public offering of an additional 4,491,900 shares of our common stock. On May 19, 2010, we acquired from LeveretInternational Inc., or Leveret, in a private transaction 1,000,000 shares of our common stock. On October 23, 2013, we issued and sold$86.3 million aggregate principal amount of our 4.00% Convertible Unsecured Senior Notes due 2018, and on January 16, 2015, wesold an additional $48.3 million of our 4.00% Convertible Unsecured Senior Notes due 2018. On September 15, 2016, we repurchased11,303,031 of our common shares that were beneficially owned by our then founder and head of corporate development, Mr. DimitrisMelisanidis. On December 19, 2016 and January 11, 2017, we issued and sold $150.0 million and $22.5 million, respectively, of ouraggregate principal amount of our 4.25% Convertible Unsecured Senior Notes due 2021.

For more information on the development of our business, see "—B. Business Overview" below.

We maintain our principal marketing and operating offices at 10, Akti Kondili, 185 45 Piraeus, Greece. Our telephone number atthat address is +30 (210) 458-6200. We also have an executive office to oversee our financial and other reporting functions in the UnitedStates at 299 Park Avenue, 2nd Floor, New York, New York, 10171. Our telephone number at that address is (212) 430-1098.

B. Business Overview

We are an international marine fuel logistics company that markets and physically supplies refined marine fuel and lubricantsto vessels in port, at sea and on rivers and currently have a global presence in 29 markets. As a physical supplier, we procure marinefuel from refineries, major oil producers and other sources and resell and deliver these fuels from our bunkering vessels to a broad baseof end users. With service centers in Northern Europe, the United Arab Emirates, the U.S. East and West Coasts, Singapore, Gibraltar,the Canary Islands, Greece, Morocco, Canada, Jamaica, Trinidad and Tobago, Gulf of Mexico, Germany, and South Africa, we believethat we are one of a limited number of independent physical suppliers that owns and operates a fleet of bunkering vessels and conductsphysical supply operations in multiple jurisdictions. As of the date of this annual report, we own and operate a fleet of 45 bunkeringvessels, all of which are constructed with double hulls and one single hull special purpose vehicle, and we charter-in 15 bunkering vessels,all of which are constructed with double hulls, with an aggregate carrying capacity of approximately 292,400 dwt.

In some markets, we have deployed floating storage facilities which enable us to maintain more efficient refueling operations,have more reliable access to a supply of bunker fuel and deliver a higher quality service to our customers. We own and operate one singlehull special purpose vessel, the Aegean Orion, a 550 dwt tanker, which is based in Greece and operate two vessels as floating storagefacilities with a cargo carrying capacity of approximately 86,800 dwt.

We also operate 10 land-based storage facilities, of which we own one and have exclusive use of one, with an aggregate storagecapacity of approximately 1,075,000 cubic meters. We operate land-based storage facilities in the United States, Morocco, Canary Islands,and Germany, where we store marine fuel in terminals with storage capacity of approximately 293,000, 218,000, 79,000, and 20,000cubic meters, respectively. In addition, we, through our wholly owned subsidiary, Aegean Oil Terminal Corporation, own and operate aland-based storage facility in Fujairah, United Arab Emirates, with storage capacity of 465,000 cubic meters, representing 43.3% of ouraggregate storage capacity. We may also consider the construction of land-based storage facilities in other areas depending on marketprospects and availability of financing.

We provide fueling services to virtually all types of ocean-going and many types of coastal vessels, such as oil tankers,containerships, drybulk carriers, cruise ships, reefers, LNG/LPG carriers, car carriers and ferries. Our customers include a diverse groupof ocean-going and coastal ship operators and marine fuel traders, brokers and other end-users of marine fuel and lubricants.

We provide our customers with services that require sophisticated logistical operations designed to meet their strict fuel qualityand delivery scheduling needs. We believe that our extensive experience, management systems and software systems allow us to meet ourcustomers' specific requirements when they purchase and take delivery of marine fuels and lubricants around the world. This, togetherwith the capital-intensive nature of our industry and the limited available shipyard capacity for new vessel construction, represents asignificant barrier to the entry of competitors. We have devoted our efforts to building a global brand and believe that our customersrecognize our brand as representing high quality service and products at each of our locations around the world. We perform our technicalship operations in-house, which helps us maintain high levels of customer service.



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Throughout our history, we have expanded our business and marine fuel delivery capabilities through strategic alliances, selectbusiness and vessel acquisitions, and the establishment of new service centers. In December 2013, we acquired the U.S. East Coastbunkering business of Hess, including 238,000 cubic meters of leased tank storage in the ports of New York, Philadelphia, Baltimore,Norfolk and Charleston. This acquisition marked our entrance into supplying U.S. customers and has increased our exposure to U.S.clients worldwide, including leading cruise lines. In December 2014, we entered into an agreement to acquire 28,567 metric tons ofmarine fuel and assume a storage contract for approximately 55,000 cubic meters with Vopak Terminal in Los Angeles, California at anauction of the assets of O.W. Bunker. This acquisition has given us access to the ports of Los Angeles, Long Beach and San Diego, keytrade hubs between North America and Asia. Also in December 2014, we commenced fuel supply operations in the Gulf of Mexico (inU.S. territorial waters).

In January 2015, we launched physical supply operations in Hamburg, Germany and assumed time charter in contracts for twomodern bunkering barges that were previously under charter to O.W. Bunker, together with approximately 20,000 cubic meters of onshorestorage capacity, and commenced marketing operations in Russia dedicated to sales and marketing of marine petroleum products acrossall Russian ports.

In January 2016, we commenced bunker trading operations in South America from our new office in Rio de Janeiro, Brazil. InMarch 2016, we commenced physical supply operations in South Africa's Algoa Bay.

In January 2017, we launched a new service center in Rostock, Germany to serve German Baltic Sea ports and SouthernScandinavian ports.

We currently have a global presence in 29 markets and over 60 ports, including Northern Europe and the Antwerp-Rotterdam-Amsterdam region, or the ARA region, the United Arab Emirates, the U.S. East and West Coasts, Singapore, Gibraltar, the CanaryIslands, Greece, Morocco, Canada, Jamaica, Trinidad and Tobago, Gulf of Mexico (in U.S. territorial waters), Germany, Russia, SouthAmerica, and South Africa. We plan to continue to grow our business during the next several years and to pursue select expansionopportunities as a means of expanding our service.

In addition to our bunkering operations described above, we market and distribute marine lubricants under the Alfa MarineLubricants brand. Alfa Marine Lubricants are currently available in most of our markets. We view this business as complementary to ourbusiness of marketing and delivering marine fuel. We plan to expand the distribution of marine lubricants throughout our service centersand other bunkering ports worldwide.

Primary Markets Served

The following discussion provides an overview of the markets in which we conduct our physical supply operations and tradingactivities.

Our Physical Supply Operations

Greece

We currently service our customers in Greece through our related company, Aegean Oil, in Piraeus, Patras, and other parts ofGreece. We currently operate six double hull tankers, one single hull special purpose vessel, the Aegean Orion, a 550 dwt tanker, and afloating storage facility, the Mediterranean, a double hull barge, in Greece.

Aegean Oil has a license, which we, as a non-Greek company, are not qualified to obtain, to operate as a physical supplier ofrefined marine petroleum products in Greece. Aegean Oil's license to operate as a physical supplier of refined marine petroleum productsallows it to operate not only in Piraeus and Patras but in all ports in Greece, including Thessaloniki and Crete. We purchase our fuelmainly from Hellenic Refinery (ELPE) and Motor Oil Hellas. We store fuel in our floating storage facility, the Mediterranean. As weexpand our business, we may elect to service our customers in other Greek ports and seek a larger share of the total Greek market forsupply of marine petroleum products. We support our operations in Greece from our office in Piraeus, which we lease.

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Gibraltar

We possess a license issued by the Bunkering Superintendent of the Port of Gibraltar to act as a physical supplier of marinepetroleum products in Gibraltar. We currently operate six double hull bunkering tankers in Gibraltar. We purchase our fuel in Gibraltarfrom a variety of different suppliers, including Preem Tupras Co., Glencore plc and Galp Energia SGPS S.A. We store our fuel in a leasedstorage facility in Tangiers, near the port of Tanger-Med. We support our bunkering operations from our office in Gibraltar, which welease.

United Arab Emirates

We possess a license issued by Sharjah Economic Development Department to act as a physical supplier of marine petroleumproducts in the port area of Fujairah. We purchase our fuel in Fujairah from a variety of different suppliers including the Vitol Group andthe Bahrain Petroleum Company (Bapco).

We have a 25-year lease agreement with the Municipality of Fujairah, which may be automatically renewed for an additional 25years, pursuant to which we built a land-based storage facility with capacity of 465,000 cubic meters, which was completed in the fourthquarter of 2014. We currently operate four double hull bunkering tankers in this region, which we service using our Fujairah StorageFacility. We currently lease to third parties over 300,000 cubic meters of this facility. We support our bunkering operations from twooffices in Fujairah, Dubai and Khor Fakkan, which we lease.

Jamaica

We are authorized by the Port Authority of Jamaica to act as a physical supplier of marine petroleum products in Jamaica. Weservice our customers in the ports of Kingston, Montego Bay and Ocho Rios, Jamaica, and may elect to service our customers in otherlocations in Jamaica. We operate two double hull tankers in Jamaica. We have entered into a long-term supply contract to purchase fuelfrom the state refinery, Petrojam Limited. We support our bunkering operations from our office in Kingston, which we lease. We alsoown property, which we may use to construct a land-based storage facility of approximately 80,000 cubic meters.

Singapore

We possess a license issued by the Maritime and Port Authority of Singapore to act as a physical supplier of marine petroleumproducts in the port of Singapore. We currently operate two double hull bunkering tankers in Singapore and we also have short-termchartering agreements with third-parties for some of these vessels. We purchase our fuel in Singapore from a variety of different suppliers,including Petrochina Ltd, BP Singapore Pte. Ltd., Shell Singapore and Exxon Mobil Corporation. We support our bunkering operationsfrom our office in Singapore, which we lease.

Northern Europe and the ARA region

We possess a license issued by the Belgian Federal Ministry of Finance to trade and supply marine petroleum products offshoreand in ports. We deliver fuel offshore and service over 45 ports located throughout Northern Europe, including the North and Irish Sea,the French Atlantic, the English Channel and the St. George Channel. Aegean North West Europe NV, or ANWE, also services the portsof Antwerp, Rotterdam and Amsterdam and also the surrounding ports of Ghent, Zeebruges, Flushing, Terneuzen and Sluiskil, Moerdijkand Ijmuiden. We currently operate 16 double hull bunkering tankers in Northern Europe and the ARA region. We purchase our fuelin Northern Europe from a variety of different suppliers. We support our bunkering operations in Northern Europe from our office nearAntwerp, which we own.

Vancouver, Canada

We possess a license issued by the City of Vancouver. We trade and supply marine petroleum products off the coast and in theport of Vancouver. We operate two double hull non self-propelled bunkering barges in the port of Vancouver. We purchase our fuel inVancouver from a variety of different suppliers, including Esso (Imperial Oil), which also engages in supply operations in the port. Wesupport our bunkering operations in this region from our office in Vancouver, which we lease.

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Trinidad and Tobago

We possess a license issued by the Republic of Trinidad and Tobago to act as a physical supplier of marine petroleum productsin the area of Port of Spain in Trinidad and Tobago. We currently operate two double hull bunkering tankers in Trinidad and Tobago. Wepurchase our fuel in Trinidad and Tobago from a major supplier, Petrotrin Company. We support our bunkering operations here from ouroffice in Port of Spain, which we lease.

Morocco

We possess a license issued by the Agence Spéciale Tanger-Mediterranée to act as a physical supplier of marine petroleumproducts off the coast of Morocco and in the port of Tanger-Med. We currently serve this service center with our Gibraltar-basedbunkering tankers and operate a land-based storage facility in Tangiers, near the port of Tanger-Med, with approximately 218,000 cubicmeters capacity. We purchase our fuel in Morocco mainly from Preem Tupras Co., Glencore plc and Galp Energia SGPS S.A. We wereselected by Horizon Tangiers Terminal S.A., a special purpose consortium, as the exclusive bunkering company for the new port inTanger-Med. Since July 2012, we store our fuel at the leased tanks in the Tanger-Med area under this appointment, the duration of whichis 25 years. We currently support our bunkering operations here from our office in Gibraltar, which we lease.

Las Palmas and Tenerife

In June 2010, we acquired the assets and operations of the Shell Las Palmas terminal in the Canary Islands. The Shell LasPalmas terminal occupies an area of approximately 20,000 square meters, providing bunkering services for a diverse group of shipoperators primarily along major trans-Atlantic seaborne trade routes. The terminal includes a lubricants plant, dedicated land-basedstorage facilities with approximately 65,000 metric tons capacity as well as on-site blending facilities to mix all grades of fuel oils anddistillates. In addition, we lease approximately 16,000 cubic meters capacity from BP España S.A.U. in its adjacent terminal. In June2011, we also commenced physical supply of operations in Tenerife, which we support from our Las Palmas service center.

We possess a license issued by the Canary Islands Ministry of Development to act as a physical supplier of marine petroleumproducts offshore and in the ports of Las Palmas and Tenerife. We currently operate two double hull bunkering tankers in Las Palmas.We purchase our fuel from a variety of different suppliers, including Preem Tupras Co., Galaxy Oil Ltd and Galp Energia SGPS S.A. Wesupport our operations in the Canary Islands from our office in Las Palmas, which we lease.

Panama

We currently do not have any vessels operating in Panama; however, we may conduct fuel trading in the area. We support ouroperations in Panama from our offices in New York.

Spain

In August 2012, we signed a definitive agreement with Meroil, a Barcelona-based oil and energy logistics company whichoperates the largest Spanish coastline terminal for petroleum products in the Port of Barcelona, Spain, to secure onshore fuel oil storagecapacity in that terminal. From April 2013 until November 2016, we conducted physical supply operations in Barcelona. From August2013 until June 2016, we also conducted physical supply operations in Algeciras, Spain. We still have a license from the Port Authorityof Algeciras to act as a physical supplier of marine petroleum products in the port.

U.S. East Coast

In December 2013, upon our acquisition of the U.S. East Coast bunkering business from Hess, we commenced operations in theU.S. East Coast. We conduct bunkering operations in this region, and have approximately 238,000 cubic meters of leased tank storage.We supply the heavily trafficked ports of New York, Philadelphia, Baltimore, Norfolk and Charleston. We have a license from the statesin the U.S. where we operate. We use third-party barges to deliver our products in the area. We purchase our fuel in the region from avariety of different suppliers, including PMI Trading Ltd, or PMI Trading. We support our U.S. East Coast operations from our office inNew York, which we lease.

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U.S. West Coast

In December 2014, we acquired 28,567 metric tons of marine fuel and assumed a storage contract for approximately 55,000cubic meters with Vopak Terminal in Los Angeles, California at an auction of the assets of O.W. Bunker. This acquisition has given usaccess to the ports of Los Angeles, Long Beach, and San Diego, key trade hubs between North America and Asia. We have a license fromCalifornia and we operate two double hull bunkering tanker in the area. We purchase our fuel in the region from a variety of differentsuppliers, including PMI Trading. We support our U.S. West Coast operations from our office in New York, which we lease.

Gulf of Mexico

In December 2014, we assumed the contracts for two ocean-going bunkering tankers previously under charter to O.W. Bunker.With these specialized tankers and their highly trained personnel in place, we service the specific needs of vessels transiting the Gulf ofMexico (in U.S. territorial waters). We have a license from the states in the U.S. in which we operate and we purchase our fuel in theregion from NuStar Supply and Trading LLC. We support our Gulf of Mexico operations from our office in Piraeus, which we lease.

Germany

In January 2015, we launched physical supply operations in Germany and assumed contracts for two modern bunkering bargesin Germany that were also previously under charter to O.W. Bunker, together with approximately 20,000 cubic meters of onshore storagecapacity. We have a license from the local tax authorities and we purchase our fuel in the region from a variety of different suppliers,including Aral AG, Raffinerie Heide GmbH, and Blue Ocean Mineralol GmbH. We support our operations from our office in Hamburg,which we lease. In January 2017, we launched a new service center in Rostock, Germany (through our acquisition of OBAST Bunkering& Trading GmbH, or OBAST, a physical bunker supplier and cargo oil trader) that services German Baltic Sea ports and Scandinavianports.

South Africa

In March 2016, we commenced physical supply operations in South Africa's Algoa Bay, near Port Elizabeth and Coega Port.We have secured permission from the South African Maritime Safety Authority to deliver bunkers and perform ship-to-ship transfers inAlgoa Bay and obtained bunkering licenses from Transnet National Ports Authority in Port Elizabeth and Coega. We currently operatethree double hull bunkering tanker and one floating storage facility in the area. We purchase our fuel in the region from various suppliersincluding Trafigura and the Vitol Group. We support our operations from our office in Port Elizabeth, which we lease.

Our Trading Operations (Russia, South America and other regions)

In February 2015, we launched bunker trading operations in St. Petersburg, Russia. We support our operations in this regionfrom our office in St. Petersburg, Russia, which we lease.

In January 2016, we launched bunker trading operations in South America. We support our operations in this region from ouroffice in Rio de Janeiro, Brazil, which we lease.

We also have significant trading activity in Greece, China, Singapore, Korea and other worldwide areas and we support ourservices from our offices in Piraeus, Greece, and Singapore, which we lease.

Sales and Marketing

Most of our marketing, sales, ship-management and other related functions are performed at our main offices in Piraeus, Greece.We also market products and services from our offices in New York (the United States), Vancouver (Canada), Singapore, Antwerp(Belgium), St. Petersburg (Russia), Hamburg (Germany) and Rio de Janeiro (Brazil). Our sales force interacts with our establishedcustomers and markets our fuel sales and services to large commercial shipping companies and foreign governments. We believe our levelof customer service, years of experience in the industry, and reputation for reliability are significant factors in retaining our customersand attracting new customers. Our sales and marketing approach is designed to create awareness of the benefits and advantages of ourfuel sales and services. We are active in industry trade shows and other available public forums.

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Administrative Offices

Cyprus

We maintain an administrative office in Cyprus, which we lease. Our office in Cyprus is responsible for, among other things,certain invoicing functions of our principal operating subsidiary, Aegean Marine Petroleum S.A., or AMP.

New York, United States

We maintain an executive office in New York, United States to oversee our financial and other reporting functions.

Customers

We market marine fuel and related services to a broad and diversified base of customers. During the years ended December 31,2016, 2015 and 2014, none of our customers accounted for more than 10% of our total revenues. Our customers serviced during the pastthree years include Greek-owned commercial shipping companies, such as Blue Star Ferries, Neptune Line Shipping and ENESEL S.A.,other international shipping companies, such as A.P. Moller and Royal Caribbean Cruises Ltd., fuel traders and brokers, such as WorldFuel Services Corporation, and oil majors, such as Exxon Mobil Corporation.

Suppliers

We purchase our marine fuel and lubricants from refineries, oil majors or other select suppliers around the world. In the yearsended December 31, 2016, 2015 and 2014, we purchased marine petroleum products of approximately $63.9 million, $136.7 million, and$348.6 million, respectively, or approximately 2% to 7% of our total purchases of marine petroleum products, from our related companies,Aegean Oil and Melco S.A., or Melco. The majority of our cost of marine petroleum products during the years ended December 31,2016, 2015 and 2014 were made from unrelated third-party suppliers and totaled $3,606.7 million, $3,716.7 million and $5,937.9 million,respectively, or approximately 93% to 98% of our total cost of marine petroleum products. Our cost of fuel is generally tied to spotpricing, market-based formulas or is governmentally controlled. We are usually extended trade credit from our suppliers for our fuelpurchases, which are generally required to be secured by standby letters of credit or letters of guarantee.

Competition

We compete with marine fuel traders and brokers, such as World Fuel Services Corporation and Chemoil Corporation, and majoroil producers, such as BP Marine Limited, Royal Dutch Shell plc, Marine Products Corp. and ExxonMobil Marine Fuel, for services andend customers. We also compete with physical suppliers of marine fuel products, such as CEPSA (Gibraltar) Ltd. and Fujairah NationalBunkering Co. LLC, for business from traders and brokers as well as end customers. Our competitors include both large corporations andsmall, specialized firms. Some of our competitors are larger than we are and have substantially greater financial and other resources thanwe do. Some of our suppliers also compete against us.

Environmental and Other Regulations

Government regulations and laws significantly affect the ownership and operation of our tankers and marine fuel facilities. Weare subject to various international conventions, laws and regulations in force in the countries in which our fuel facilities are located,and where our vessels may operate or are registered. Compliance with such laws, regulations and other requirements entails expenses,including vessel modification and implementation of certain operating procedures.

A variety of governments, quasi-governmental and private organizations subject our tankers to both scheduled and unscheduledinspections. These organizations include the local port authorities, national authorities, harbor masters or equivalent, classificationsocieties, flag state and charterers, particularly terminal operators and oil companies. Some of these entities require us to obtain permits,licenses and certificates and approvals for the operation of our tankers and marine fuel facilities. Our failure to maintain necessarypermits, licenses, certificates or approvals could require us to incur substantial costs or temporarily suspend operation of our marine fuelterminal or one or more of the vessels in our fleet.

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We believe that the heightened levels of environmental and quality concerns among insurance underwriters, regulators andcharterers have led to greater inspection and safety requirements on all vessels and may accelerate the scrapping of older vesselsthroughout the industry. Increasing environmental concerns have created a demand for tankers that conform to the stricter environmentalstandards. We are required to maintain operating standards for all of our vessels emphasizing operational safety, quality maintenance,continuous training of our officers and crews and compliance with applicable local, national and international environmental laws andregulations. We believe that the operation of our vessels will be in substantial compliance with applicable environmental laws andregulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct ofour operations; however changes in such laws and regulations, such as the 2010 Deepwater Horizon oil spill or future serious marineincidents, may impact our resale value or useful lives of our tankers. In addition, a future serious marine incident that results in significantoil pollution, release of hazardous substances, loss of life, or otherwise causes significant adverse environmental impact could result inadditional legislation, regulation, or other requirements that could negatively affect our profitability.

International Maritime Organization

The IMO has adopted the International Convention for the Prevention of Marine Pollution from Ships, 1973, as modified by theProtocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as MARPOL. MARPOL entered into force onOctober 2, 1983. It has been adopted by over 150 nations, including many of the jurisdictions in which our vessels operate. MARPOLsets forth pollution-prevention requirements applicable to drybulk carriers, among other vessels, and is broken into six Annexes, each ofwhich regulates a different source of pollution. Annex I relates to oil leakage or spilling; Annexes II and III relate to harmful substancescarried, in bulk, in liquid or packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; andAnnex VI, lastly, relates to air emissions. Annex VI was separately adopted by the IMO in September of 1997.

Our vessels are subject to regulatory requirements imposed by the IMO, including the phase-out of single hull tankers.

In 1992, MARPOL was amended to make it mandatory for tankers of 5,000 dwt and more ordered after July 6, 1993 to be fittedwith double hulls, or an alternative design approved by the IMO. Following the Erika incident off the coast of France in December 1999,the IMO took steps to accelerate the phase-out of single hull tankers. In April 2001, the IMO adopted a revised phase-out schedule forsingle hull tankers, which became effective in September 2003.

As a result of the oil spill in November 2002 relating to the loss of the MT Prestige, which was owned by a company not affiliatedwith us, in December 2003, the Marine Environmental Protection Committee of the IMO, or MEPC, adopted additional amendments toAnnex I of the MARPOL Convention, which amendments became effective in April 2005. The amendment revised existing regulation13G (now regulation 20) accelerating the phase-out of single hull oil tankers and adopted a new regulation 13H (now regulation 21)aimed at the prevention of oil pollution from oil tankers carrying heavy grade oil as cargo. Under the revised regulations, single hull oiltankers exceeding 5,000 tons deadweight were required to be phased out (or to meet certain other limited exceptions) no later than April5, 2005 or the anniversary of the date of delivery of the ship on the date or in the year specified in the following table:

Category of Oil Tankers Date or Year for Phase OutCategory 1—oil tankers of 20,000 dwt and above carryingcrude oil, fuel oil, heavy diesel oil or lubricating oil as cargo,and of 30,000 dwt and above carrying other oils, which donot comply with the requirements for protectively locatedsegregated ballast tanks

April 5, 2005 for ships delivered on April 5, 1982 or earlier; or 2005for ships delivered after April 5, 1982

Category 2—oil tankers of 20,000 dwt and above carryingcrude oil, fuel oil, heavy diesel oil or lubricating oil as cargo,and of 30,000 dwt and above carrying other oils, which docomply with the protectively located segregated ballast tankrequirements

April 5, 2005 for ships delivered on April 5, 1977 or earlier; 2005 forships delivered after April 5, 1977 but before January 1, 1978

Category 3—oil tankers of more than 5,000 dwt but lessthan the tonnage specified for Category 1 and 2 tankers

Anniversary date in 2006 for ships delivered in 1978 and 1979Anniversary date in 2007 for ships delivered in 1980 and 1981Anniversary date in 2008 for ships delivered in 1982Anniversary date in 2009 for ships delivered in 1983Anniversary date in 2010 for ships delivered in 1984 or later



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Under the revised regulations, a flag state may permit continued operation of certain Category 2 or 3 tankers beyond the phase-out date set forth above. The regulations also enable a flag state to allow for some newer single hull oil tankers registered in its countrythat conform to certain technical specifications to continue operating until the earlier of the anniversary of the date of delivery of thevessel in 2015 or the date on which the vessel reaches 25 years after the date of its delivery. As described below, certain Category 2and 3 tankers fitted only with double bottoms or double sides may also be allowed by the flag state to continue operations until their25th anniversary of delivery. Port states are however permitted to deny entry to such tankers, if the tankers are also operating beyond theanniversary of the date of their delivery in 2015.

The December 2003 amendments to Annex I of the MARPOL convention, discussed above, adopted regulation 21 on theprevention of oil pollution from oil tankers carrying heavy grade oil as cargo, or HGO, which includes most grades of marine fuel. Thenew regulation requires, with certain limited exceptions, that single hull oil tankers of 5,000 dwt and above comply with regulation 13Fof Annex 1 (setting out a number of requirements aimed at the prevention of oil pollution in the event of collision or stranding) afterApril 5, 2005, and that single hull oil tankers of 600 dwt and above but less than 5,000 dwt comply with regulation 13F(7)(a) of Annex1 (requiring certain modifications to smaller tankers in order to prevent pollution in the event of collision or stranding) no later than theanniversary of their delivery in 2008.

Under regulation 21, HGO means any of the following:

· crude oils having a density at 15°C higher than 900 kg/m3;

· fuel oils having either a density at 15°C higher than 900 kg/m3 or a kinematic viscosity at 50°C higher than 180 mm2/s; or

· bitumen, tar and their emulsions.

Under regulation 21, the flag state may allow continued operation of oil tankers of 5,000 dwt and above, carrying crude oilwith a density at 15°C higher than 900 kg/m3 but lower than 945 kg/m3, that conform to certain technical specifications and where, inthe opinion of such flag state, the ship is fit to continue such operation, having regard to the size, age, operational area and structuralconditions of the ship and provided that the continued operation shall not go beyond the date on which the ship reaches 25 years after thedate of its delivery.

The flag state may also allow continued operation of a single hull oil tanker of 600 dwt and above but less than 5,000 dwt,carrying HGO as cargo, if, in the opinion of such flag state, the ship is fit to continue such operation, having regard to the size, age,operational area and structural conditions of the ship, provided that the operation shall not go beyond the date on which the ship reaches25 years after the date of its delivery.

The flag state may also exempt an oil tanker of 600 dwt and above carrying HGO as cargo if the ship is either engaged in voyagesexclusively within an area under the flag state's jurisdiction, or if the ship is engaged in voyages exclusively within an area under thejurisdiction of another party to the MARPOL Convention, provided that party agrees. The same applies to vessels operating as floatingstorage units of HGO.

Any port state, however, can deny entry of single hull tankers carrying HGO which have been allowed to continue operationunder the exemptions mentioned above, into the ports or offshore terminals under the port state's jurisdiction, or deny ship-to-ship transferof HGO in areas under its jurisdiction except when such transfer is necessary for the purpose of securing the safety of a ship or savinglife at sea.

In October 2004, the MEPC adopted a unified interpretation of regulation 13G that clarified the delivery date for convertedtankers. Under the interpretation, where an oil tanker has undergone a major conversion that has resulted in the replacement of theforebody, including the entire cargo carrying section, the major conversion completion date shall be deemed to be the date of delivery ofthe ship, provided that:

· the oil tanker conversion was completed before July 6, 1996;

· the conversion included the replacement of the entire cargo section and fore-body and the tanker complies with all therelevant provisions of MARPOL Convention applicable at the date of completion of the major conversion; and

· the original delivery date of the oil tanker will apply when considering the 15 years of age threshold relating to the firsttechnical specifications survey to be completed in accordance.



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Revised Annex I to the MARPOL Convention entered into force in January 2007 and has undergone various minor amendmentssince then. Revised Annex I incorporates various amendments adopted since the MARPOL Convention entered into force in 1983,including the amendments to regulation 13G (regulation 20) and newly adopted regulation 13H (regulation 21). Revised Annex I alsoimposes construction requirements for oil tankers delivered on or after January 1, 2010. A further amendment to revised Annex I includesan amendment to the definition of HGO that will broaden the scope of regulation 21. On August 1, 2007 regulation 12A (an amendmentto Annex I) came into force requiring fuel oil tanks to be located inside the double hull in all ships with an aggregate oil fuel capacityof 600m3 and above which are delivered on or after August 1, 2010, including ships for which the building contract is entered into onor after August 1, 2007 or, in the absence of a contract, for which the keel is laid on or after February 1, 2008. Non-compliance with theISM Code or with other IMO regulations may subject a shipowner or bareboat charterer to increased liability, may lead to decreases inavailable insurance coverage for affected vessels and may result in denial of access to, or detention in, some ports including United Statesand E.U. ports.

Air Emissions

In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution. Effective May 2005, Annex VIsets limits on nitrogen oxide emissions from ships whose diesel engines were constructed (or underwent major conversions) on orafter January 1, 2000. It also prohibits "deliberate emissions" of "ozone depleting substances," defined to include certain halons andchlorofluorocarbons. "Deliberate emissions" are not limited to times when the ship is at sea; they can for example include dischargesoccurring in the course of the ship's repair and maintenance. Emissions of "volatile organic compounds" from certain tankers, and theshipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls) arealso prohibited. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established withmore stringent controls on sulphur emissions, known as Emission Control Areas, or ECAs (see below).

Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount ofsulphur contained in any fuel oil used on board ships. As of January 1, 2012, the amended Annex VI requires that fuel oil contain nomore than 3.50% sulfur. On October 27, 2016, at MEPC's 70th session, or MEPC 70, MEPC announced its decisions concerning theimplementation of regulations mandating a reduction in sulfur emissions from the current 3.50% to 0.50% as of the beginning of 2020rather than pushing the deadline back to 2025. By 2020 ships will now have to either remove sulfur from emissions through the use ofemission scrubbers or buy fuel with low sulfur content. Our vessels consume a regulated amount of bunker fuels sulphur content as perIMO Annex VI and EU Directive requirements. In addition, as per EU Directive 2005/33/EC, we have established a plan to modify andupgrade our vessels' machinery to ensure operation on low-sulphur fuels.

Sulfur content standards are even stricter within certain ECAs. As of January 1, 2015, all vessels operating within ECAsworldwide, which includes the North Sea, the Baltic Sea, and the English Channel, must comply with 0.10% sulfur requirements.Amended Annex VI establishes procedures for designating new ECAs. The Baltic Sea and the North Sea have been so designated. OnAugust 1, 2012, certain coastal areas of North America were designated ECAs, and effective January 1, 2014, the applicable areas of theUnited States Caribbean Sea were designated ECAs. Ocean-going vessels in these areas will be subject to stringent emissions controlsand may cause us to incur additional costs. If other ECAs are approved by the IMO or other new or more stringent requirements relatingto emissions from marine diesel engines or port operations by vessels are adopted by the U.S. Environmental Protection Agency, orthe EPA, or the states where we operate, compliance with these regulations could entail significant capital expenditures, or operationalchanges, or otherwise increase the costs of our operations.

As of January 1, 2013, all ships must comply with mandatory requirements by MEPC in July 2011 related to greenhouse gasemissions. Under those measures, by 2025 all new ships built will be 30% more energy efficient than those built in 2014. All ships arerequired to follow the Ship Energy Efficiency Management Plan. Now the minimum energy efficiency levels per capacity mile, outlinedin the Energy Efficiency Design Index, apply to all new ships. These requirements could cause us to incur additional compliance costs.

Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for new marine engines,depending on their date of installation. At MEPC 70, MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxides,effective January 1, 2021. It is expected that these areas will be formally designated after draft amendments are presented at MEPC's nextsession. The EPA promulgated equivalent (and in some senses stricter) emissions standards in late 2009.

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With effect from January 1, 2010, the Directive 2005/33/EC of the European Parliament and of the Council of July 6, 2005,amending Directive 1999/32/EC came into force. The objective of the directive is to reduce emission of sulfur dioxide and particulatematter caused by the combustion of certain petroleum derived fuels. The directive imposes limits on the sulfur content of such fuels asa condition of their use within a Member State territory. The maximum sulfur content for marine fuels used by inland waterway vesselsand ships at berth in ports in EU countries after January 1, 2010, is 0.10% by mass.

Safety Requirements

The IMO also adopted the International Convention for the Safety of Life at Sea, or the SOLAS Convention, and theInternational Convention on Load Lines, or the LL Convention, which impose a variety of standards that regulate the design andoperational features of ships. The IMO periodically revises the SOLAS Convention and LL Convention standards. The May 2012SOLAS Convention amendments entered into force as of January 1, 2014. Additionally, the May 2013 SOLAS Convention amendments,pertaining to emergency drills, entered into force in January 2015. The Convention on Limitation for Maritime Claims of 1976, asamended, had amendments that went into effect on June 8, 2015. The amendments alter the limits of liability for a loss of life or personalinjury claim and a property claim against ship owners.

The operation of our ships is also affected by the requirements set forth in Chapter IX of the SOLAS Convention, which setsforth the IMO's International Management Code for the Safe Operation of Ships and Pollution Prevention, or the ISM Code. The ISMCode requires ship owners and bareboat charterers to develop and maintain an extensive "Safety Management System" that includesthe adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describingprocedures for dealing with emergencies.

The ISM Code requires that vessel operators obtain a safety management certificate, or SMC, for each vessel they operate.This certificate evidences compliance by a vessel's operators with the ISM Code requirements for a safety management system, or SMS.No vessel can obtain an SMC under the ISM Code unless its manager has been awarded a document of compliance, or DOC, issuedin most instances by the vessel's flag state. We believe that we have all material requisite documents of compliance for our offices andsafety management certificates for vessels in our fleet for which the certificates are required by the IMO. We renew these documents ofcompliance and safety management certificates as required.

Non-compliance with the ISM Code and other IMO regulations may subject the shipowner or bareboat charterer to increasedliability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detentionin, some ports.

Oil Pollution Liability

The IMO has negotiated international conventions that impose liability for oil pollution in international waters and a signatory'sterritorial waters. Additional or new conventions, laws and regulations may be adopted which could limit our ability to do business andwhich could have a material adverse effect on our business and results of operations.

For example, the IMO has adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amendedby different Protocol in 1976, 1984, and 1992, and amended in 2000, or the CLC. Under the CLC and depending on whether the countryin which the damage results is a party to the 1992 Protocol to the CLC, a vessel's registered owner is strictly liable for pollution damagecaused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain exceptions. The 1992 Protocolchanged certain limits on liability, expressed using the International Monetary Fund currency unit of Special Drawing Rights. The limitson liability have since been amended so that compensation limits on liability were raised. The right to limit liability is forfeited under theCLC where the spill is caused by the shipowner's personal fault and under the 1992 Protocol where the spill is caused by the shipowner'spersonal act or omission by intentional or reckless conduct where the shipowner knew pollution damage would probably result. TheCLC requires ships covered by it to maintain insurance covering the liability of the owner in a sum equivalent to an owner's liability fora single incident. We believe that our insurance will cover the liability under the plan adopted by the IMO.

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The IMO adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage, or the Bunker Convention,to impose strict liability on shipowners for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunkerfuel. The Bunker Convention requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage inan amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amountcalculated in accordance with the Convention on Limitation of Liability for Maritime Claims of 1976, as amended). With respect tonon-ratifying states, liability for spills or releases of oil carried as fuel in ship's bunkers typically is determined by the national or otherdomestic laws in the jurisdiction where the events or damages occur.

In addition, the IMO adopted an International Convention for the Control and Management of Ships' Ballast Water andSediments, or the BWM Convention, in February 2004. The BWM Convention's implementing regulations call for a phased introductionof mandatory ballast water exchange requirements to be replaced in time with mandatory concentration limits. All ships will also haveto carry a ballast water record book and an International Ballast Water Management Certificate. The BWM Convention enters into force12 months after the date on which no less than 30 states, and the combined merchant fleets of which constitute no less than 35% of thegross tonnage of the world's merchant shipping, have either signed it without reservation as to ratification, acceptance or approval, orhave deposited the requisite instruments of ratification, acceptance, approval or accession. The process to verify global tonnage figuresto assess the BWM Convention's entry into force has been completed. On September 8, 2016, this threshold was met (with 52 countriesmaking up 35.14%). Thus, the BWM Convention enters into force on September 8, 2017. Many of the implementation dates originallywritten into the BWM Convention have already passed, so that once the BWM Convention enters into force, the period for installationof mandatory ballast water exchange requirements would be extremely short, with several thousand ships a year needing to install ballastwater management systems, or BWMS. For this reason, on December 4, 2013, the IMO Assembly passed a resolution revising theapplication dates of the BWM Convention so that they are triggered by the entry into force date and not the original dates in the BWMConvention. This in effect makes all vessels constructed before the entry into force date 'existing' vessels, and allows for the installationof a BWMS on such vessels at the first renewal survey following entry into force. The MEPC adopted updated "guidelines for approval ofballast water management systems (G8)" at MEPC 70. Upon entry into force of the BWM Convention, mid-ocean ballast water exchangewould become mandatory for our vessels. The USCG recently approved certain ballast water treatment systems. Given this fact, the costof compliance for ocean carriers could be significant and the costs of ballast water treatments may be material. However, many countriesalready regulate the discharge of ballast water carried by vessels from country to country to prevent the introduction of invasive andharmful species via such discharges. The United States, for example, requires vessels entering its waters from another country to conductmid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements. Given the USCG'srecent approval of certain ballast water treatment systems, it is difficult to predict the overall impact on compliance and on our operations.

The IMO continues to review and introduce new regulations. It is difficult to accurately predict what additional regulations, ifany, may be passed by the IMO in the future and what effect, if any, such regulations might have on our operations.

European Union Restrictions

In October 2009, the E.U. amended directive 2005/33/EC to impose criminal sanctions for illicit ship-source discharges ofpolluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the dischargesindividually or in the aggregate result in deterioration of the quality of water. Aiding and abetting the discharge of a polluting substancemay also lead to criminal penalties. Member States were required to enact laws or regulations to comply with the directive by the end of2010. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims.

The E.U. has adopted several regulations and directives requiring, among other things, more frequent inspections of high-riskships, as determined by type, age, and flag as well as the number of times the ship has been detained. The E.U. also adopted and thenextended a ban on substandard ships and enacted a minimum ban period and a definitive ban for repeated offenses. The regulationalso provided the E.U. with greater authority and control over classification societies, by imposing more requirements on classificationsocieties and providing for fines or penalty payments for organizations that failed to comply.

Greenhouse Gas Regulation

Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the UnitedNations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries havebeen required to implement national programs to reduce greenhouse gas emissions. The 2015 United Nations Convention on ClimateChange Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016. The Paris Agreement doesnot directly limit greenhouse gas emissions from ships.



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As of January 1, 2013, all new ships must comply with two new sets of mandatory requirements, which were adopted by MEPCin July 2011, in part to address greenhouse gas emissions from ships. Currently operating ships will be required to develop Ship EnergyEfficiency Management Plans, and minimum energy efficiency levels per capacity mile will apply to new ships. Our vessels complywith these requirements, and we have regular inspections performed by our personnel to ensure continued compliance. The MEPC isalso considering market-based mechanisms to reduce greenhouse gas emissions from ships. The E.U. has proposed legislation that wouldrequire the monitoring and reporting of greenhouse gas emissions from marine vessels. In April 2013, the European Parliament rejectedproposed changes to the E.U. Emissions Law regarding carbon trading. In April 2015, a regulation was adopted requiring that large ships(over 5,000 gross tons) calling at European ports from January 2018 collect and publish data on carbon dioxide omissions. In June 2013the European Commission developed a strategy to integrate maritime emissions into the overall E.U. strategy to reduced greenhousegas emissions. For 2020, the E.U. made a unilateral commitment to reduce overall greenhouse gas emissions from its member states by20% of 1990 levels. The E.U. also committed to reduce its emissions by 20% under the Kyoto Protocol's second period, from 2013 to2020. In December 2013, the E.U. environmental ministers discussed draft rules to implement monitoring and reporting of carbon dioxideemissions from ships.

In the United States, the EPA has issued a finding that greenhouse gases endanger the public health and safety and has adoptedregulations to limit greenhouse gas emissions from certain mobile sources and proposed regulations to limit greenhouse gases fromlarge stationary sources. Although the mobile source emissions regulations do not apply to greenhouse gas emissions from vessels, suchregulation of vessels is foreseeable, and the EPA has received petitions from the California Attorney General and various environmentalgroups seeking such regulation. Moreover, in the U.S. individual states can also enact environmental regulations. For example, Californiaintroduced caps for greenhouse gas emissions and, in the end of 2016, signaled it may take additional actions regarding climate change.Any passage of climate control legislation or other regulatory initiatives by the IMO, the E.U., the U.S. or other countries where weoperate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restrict emissions ofgreenhouse gases could require us to make significant financial expenditures, including capital expenditures to upgrade our vessels, whichwe cannot predict with certainty at this time.

International Labour Organization

The International Labour Organization, or the ILO, is a specialized agency of the United Nations with headquarters in Geneva,Switzerland. The ILO has adopted the Maritime Labor Convention 2006, or MLC 2006. A Maritime Labor Certificate and a Declarationof Maritime Labor Compliance will be required to ensure compliance with the MLC 2006 for all ships above 500 gross tons ininternational trade. The MLC 2006 entered into force on August 20, 2013. Amendments to the MLC 2006 were adopted in 2014 and2016. MLC 2006 requires us to develop new procedures to ensure full compliance with its requirements.

The U.S. Oil Pollution Act of 1990 and Comprehensive Environmental Response, Compensation and Liability Act

The U.S. Oil Pollution Act of 1990, or OPA, established an extensive regulatory and liability regime for the protection andcleanup of the environment from oil spills. OPA affects all "owners and operators" whose vessels trade in the United States, its territoriesand possessions or whose vessels operate in United States waters, which includes the United States' territorial sea and its 200 nautical mileexclusive economic zone. The United States has also enacted the Comprehensive Environmental Response, Compensation and LiabilityAct, or CERCLA, which applies to the discharge of hazardous substances other than oil, except in limited circumstances, whether on landor at sea. OPA and CERCLA both define "owner and operator" "in the case of a vessel, as any person owning, operating or chartering bydemise, the vessel." Although OPA is primarily directed at oil tankers, it also applies to non-tanker ships with respect to the fuel oil, orbunkers, used to power such ships. CERCLA also applies to our operations.

Under OPA, vessel owners and operators are "responsible parties" and are jointly, severally and strictly liable (unless the spillresults solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and otherdamages arising from discharges or threatened discharges of oil from their vessels. OPA defines these other damages broadly to include:

· injury to, destruction or loss of, or loss of use of, natural resources and the costs of assessment thereof;

· injury to, or economic losses resulting from, the destruction of real and personal property;

· net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personalproperty, or natural resources;

· loss of subsistence use of natural resources that are injured, destroyed or lost;



· lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or naturalresources; and

· net cost of increased or additional public services necessitated by removal activities following a discharge of oil, suchas protection from fire, safety or health hazards.

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OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs. Effective December 21,2015, the U.S. Coast Guard has adjusted the limits of OPA liability for non-tanker vessels to the greater of $1,100 per gross ton or$939,800. OPA limits the liability depending on the structure and size of the vessel; but for all tankers, other than single-hull tank vessels,over 3,000 gross tons liability is limited to the greater of $2,200 per gross ton or $18,796,800. These limits are subject to periodicadjustment for inflation. These limits of liability do not apply if an incident was proximately caused by the violation of an applicableU.S. federal safety, construction or operating regulation by a responsible party (or its agent, employee or a person acting pursuant to acontractual relationship), or a responsible party's gross negligence or willful misconduct. The limitation on liability similarly does notapply if the responsible party fails or refuses to (i) report the incident where the responsibility party knows or has reason to know ofthe incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause,comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.

The 2010 Deepwater Horizon oil spill in the Gulf of Mexico may also result in additional regulatory initiatives or statutes,including the raising of liability caps under OPA. For example, on August 15, 2012, the U.S. Bureau of Safety and EconomicEnforcement, or the BSEE, issued a final drilling safety rule for offshore oil and gas operations that strengthens the requirements forsafety equipment, well control systems, and blowout prevention practices. In December 2015, the BSEE announced a new pilot inspectionprogram for offshore facilities. Furthermore, in April 2015, it was announced that new regulations are expected to be imposed in theUnited States regarding offshore oil and gas drilling and the BSEE announced a new Well Control Rule in April 2016. Compliance withany new requirements of OPA may substantially impact our cost of operations or require us to incur additional expenses to comply withany new regulatory initiatives or statutes.

CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal andremedial costs, as well as damage for injury to, or destruction or loss of, natural resources, including the reasonable costs associated withassessing same, and health assessments or health effects studies. There is no liability if the discharge of a hazardous substance resultssolely from the act or omission of a third party, an act of God or an act of war. Liability under CERCLA is limited to the greater of $300per gross ton or $5 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $500,000 for anyother vessel. These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the releaseor threat of release of a hazardous substance resulted from willful misconduct or negligence, or the primary cause of the release was aviolation of applicable safety, construction or operating standards or regulations. The limitation on liability also does not apply if theresponsible person fails or refused to provide all reasonable cooperation and assistance as requested in connection with response activitieswhere the vessel is subject to OPA.

OPA and CERCLA both require owners and operators of vessels to establish and maintain with the U.S. Coast Guard evidenceof financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be subject.Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond,qualification as a self-insurer or a guarantee. We plan to comply with the U.S. Coast Guard's financial responsibility regulations byproviding a certificate of responsibility evidencing sufficient self-insurance.

OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurringwithin their boundaries, provided they accept, at a minimum, the levels of liability established under OPA. Some states have enactedlegislation providing for unlimited liability for oil spills. In some cases, states, which have enacted such legislation, have not yetissued implementing regulations defining vessels owners' responsibilities under these laws. We intend to comply with all applicablestate regulations in the ports where our vessels call. We believe that we are in substantial compliance with all applicable existing staterequirements. In addition, we intend to comply with all future applicable state regulations in the ports where our vessels call.

Other Environmental Initiatives

The U.S. Clean Water Act, or CWA, prohibits the discharge of oil or hazardous substances in U.S. navigable waters unlessauthorized by a duly-issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges.The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies availableunder OPA and CERCLA. In addition, many U.S. states that border a navigable waterway have enacted environmental pollution lawsthat impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardoussubstance. These laws may be more stringent than U.S. federal law. The EPA and USCG have enacted rules relating to ballast waterdischarge, compliance with which requires the installation of equipment on our vessels to treat ballast water before it is discharged or theimplementation of other port facility disposal arrangements or procedures at potentially substantial cost, or otherwise restrict our vesselsfrom entering United States waters.

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The EPA regulates the discharge of ballast and bilge water and other substances in United States waters under the CWA. TheEPA regulations require vessels 79 feet in length or longer (other than commercial fishing vessels and recreational vessels) complywith a permit that regulates ballast water discharges and other discharges incidental to the normal operation of certain vessels withinUnited States waters—the Vessel General Permit for Discharges Incidental to the Normal Operation of Vessels, or VGP. For a new vesseldelivered to an owner or operator after September 19, 2009 to be covered by the VGP, the owner must submit a Notice of Intent at least30 days before the vessel operates in United States waters. In March 2013, the EPA re-issued the VGP for another five years, and the newVGP took effect in December 2013. The 2013 VGP focuses on authorizing discharges incidental to operations of commercial vessels andthe contains ballast water discharge limits for most vessels to reduce the risk of invasive species in United States waters, more stringentrequirements for exhaust gas scrubbers and the use of environmentally acceptable lubricants.

U.S. Coast Guard regulations adopted and proposed for adoption under the U.S. National Invasive Species Act, or NISA, alsoimpose mandatory ballast water management practices for all vessels equipped with ballast water tanks entering or operating in UnitedStates waters, which require the installation of equipment on our vessels to treat ballast water before it is discharged or the implementationof other port facility disposal arrangements or procedures, or otherwise restrict our vessels from entering United States waters. The U.S.Coast Guard must approve any technology before it is placed on a vessel.

However, as of January 1, 2014, vessels became technically subject to the phasing-in of these standards. The USCG approvedfirst approved this technology in 2016. The USCG has previously provided waivers to vessels that could not install the as-yet unapprovedtechnology and vessels now requiring a waiver will need to show that they cannot install approved technology. The EPA, on the otherhand, has taken a different approach to enforcing ballast discharge standards under the VGP. In December 2013, the EPA issued anenforcement response policy in connection with the new VGP in which the EPA indicated that it would take into account the reasons whyvessels do not have the requisite technology installed, but will not grant any waivers.

It should also be noted that in October 2015, the Second Circuit Court of Appeals issued a ruling that directed the EPA to redraftthe sections of the 2013 VGP that address ballast water. However, the Second Circuit stated that 2013 VGP will remains in effect untilthe EPA issues a new VGP. In the fall of 2016, sources reported that the EPA indicated it was working on a new VGP. It presently remainsunclear how the ballast water requirements set forth by the EPA, the USCG, and BWM Convention, some of which are in effect and somewhich are pending, will co-exist.

The U.S. Clean Air Act of 1970, as amended by the Clean Air Act Amendments of 1977 and 1990, or the CAA, requiresthe EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Our vessels aresubject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning and conductingother operations in regulated port areas. Our vessels that operate in such port areas with restricted cargoes are equipped with vaporrecovery systems that satisfy these requirements. The CAA also requires states to draft State Implementation Plans, or SIPs, designed toattain national health-based air quality standards in primarily major metropolitan and/or industrial areas. Several SIPs regulate emissionsresulting from vessel loading and unloading operations by requiring the installation of vapor control equipment. As indicated above, ourvessels operating in covered port areas are already equipped with vapor recovery systems that satisfy these existing requirements.

However, compliance with future EPA and U.S. Coast Guard regulations could require the installation of certain engineeringequipment and water treatment systems to treat ballast water before it is discharged or the implementation of other port facility disposalarrangements or procedures at potentially substantial cost, or may otherwise restrict our vessels from entering U.S. waters.

Vessel Security Regulations

Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security.In December 2002, amendments to the SOLAS Convention created a new chapter of the convention dealing specifically with maritimesecurity. The new Chapter XI-2 became effective in July 2004 and imposes various detailed security obligations on vessels and portauthorities, and mandates compliance with the ISPS Code. The ISPS Code is designed to enhance the security of ports and ships againstterrorism.

To trade internationally, a vessel must attain an International Ship Security Certificate, or ISSC, from a recognized securityorganization approved by the vessel's flag state. The following are among the various requirements, some of which are found in SOLAS:

· on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship's identity,position, course, speed and navigational status;



· on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities onshore;

· the development of vessel security plans;

· ship identification number to be permanently marked on a vessel's hull;

· a continuous synopsis record kept onboard showing a vessel's history, including the name of the ship, the state whoseflag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number,the port at which the ship is registered and the name of the registered owner(s) and their registered address; and

· compliance with flag state security certification requirements.

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Ships operating without a valid certificate may be detained at port until it obtains an ISSC, or it may be expelled from port, orrefused entry at port.

Inspection by Classification Societies

Our tankers have been certified as being "in-class" by Lloyds Register of DNV-GL, American Bureau of Shipping, and BureauVeritas, all of which are members of the International Association of Classification Societies, or the IACS. In December 2013, the IACSadopted new harmonized Common Structure Rules that align with IMO goal standards, which apply to oil tankers and bulk carriersconstructed on or after July 1, 2015. Generally, the regulations of vessel registries accepted by international lenders in the shippingindustry require that an ocean-going vessel's hull and machinery be evaluated by a classification society authorized by the country ofregistry. The classification society certifies that the vessel has been built and maintained in accordance with the rules of the classificationsociety and complies with applicable rules and regulations of the vessel's country of registry and the international conventions of whichthat country is a member. Each vessel is inspected by a surveyor of the classification society in three surveys of varying frequency andthoroughness: every year for the annual survey, every two to three years for intermediate surveys and every four to five years for specialsurveys. Should any defects be found, the classification surveyor generally issues a notation or recommendation for appropriate repairs,which have to be made by the shipowner within the time limit prescribed. Vessels may be required, as part of the annual and intermediatesurvey process, to be drydocked for inspection of the underwater portions of the vessel and for necessary repair stemming from theinspection. Special surveys always require drydocking.

Risk of Loss and Insurance Coverage

General

The operation of any tanker vessel involves risks such as mechanical failure, physical damage, collision, property loss, inventoryloss or damage and business interruption due to political circumstances in foreign countries, hostilities and labor strikes. In addition, thereis always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising fromowning and operating vessels in international trade. While we believe that our present insurance coverage is adequate, not all risks canbe insured against, and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequateinsurance coverage at reasonable rates.

Hull and Machinery and War Risk Insurance

We have obtained marine hull and machinery and war risk insurance policies, which provide coverage for the risk of actual orconstructive total loss, for all our vessels. Each of our vessels is covered for at least its fair market value.

We have also obtained increased value insurance policies for all of our vessels. Under the increased value insurance, we will beable to recover the sum insured under the policy in addition to the sum insured under our hull and machinery policy in the event of thetotal loss of the vessel.

Protection and Indemnity Insurance

Protection and indemnity insurance policies, which cover our third-party liabilities in connection with our shipping activities,are provided by mutual protection and indemnity associations, or P&I Associations. These insurance policies cover third-party liabilityand other related expenses of injury or death of crew, passengers and other third-parties, loss or damage to cargo, claims arising fromcollisions with other vessels, damage to other third-party property, pollution arising from oil or other substances, and salvage, towingand other related costs, including wreck removal. Protection and indemnity insurance policies are a form of mutual indemnity insurancepolicies, extended by protection and indemnity mutual associations, or "clubs." Subject to the "capping" of exposure discussed below, ourcoverage, except for pollution, is unlimited.

Our current protection and indemnity insurance coverage for pollution is up to $1.0 billion per vessel per incident. The P&IAssociations that compose the International Group insure approximately 90% of the world's commercial tonnage and have entered intoa pooling agreement to reinsure each association's liabilities. As a member of a P&I Association that is a member of the InternationalGroup, we are subject to calls payable to the associations based on our claim records as well as the claim records of all other members ofthe individual associations, and members of the International Group.

Trademarks and Licenses



We have entered into a trademark license agreement with Aegean Oil pursuant to which Aegean Oil has granted us a non-transferable, non-exclusive, perpetual (subject to termination for material breach), world-wide, royalty-free right and license to use certaintrademarks related to the Aegean logo and "Aegean Marine Petroleum" in connection with marine fuel supply services.

Seasonality

Our business is not seasonal.

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C. Organizational Structure

Aegean Marine Petroleum Network Inc. is a Marshall Islands holding company and we transact our bunkering business primarilythrough AMP, a wholly-owned subsidiary incorporated in Liberia, and operate in various markets through Aegean Bunkering GibraltarLtd., Aegean Bunkering Jamaica Ltd., Aegean Bunkering (Singapore) Pte. Ltd., Aegean North West Europe NV, ICS Petroleum Ltd.,Aegean Bunkering Combustibles Las Palmas S.A., Aegean Bunkering (Morocco) SRL, Aegean Bunkering Trinidad Ltd.,, AegeanBunkering (USA) LLC, Aegean Bunkering Germany and Aegean Petroleum BD&M GmbH, Aegean BD&M Neva, Aegean Petroleo Ltd.separate wholly-owned subsidiaries incorporated in Gibraltar, Jamaica, Singapore, Belgium, British Columbia (Canada), Canary Islands,Morocco, Trinidad and Tobago, the United States, Germany, Russia, South America, respectively, and Aegean Marine Petroleum LLC,a controlled subsidiary incorporated in the United Arab Emirates, which is 51% owned by a local nominee. Aegean Bunkering MarineServices Pty Ltd is incorporated in South Africa and is a 74% owned and controlled subsidiary. We provide the management of ourbunkering tankers through Aegean Bunkering Services Inc., or ABS, a wholly-owned subsidiary incorporated in the Marshall Islands, andAegean Management Services M.C., a wholly owned-subsidiary incorporated in Greece. We provide the marketing and administrativeservices for our operations through Aegean Oil (USA), LLC and AMPN USA, LLC, our wholly-owned subsidiaries formed in Delawareand the United States. We hold certain of our subsidiaries through Aegean Holdings S.A. and Aegean Investments S.A., our wholly-owned subsidiaries incorporated in the Marshall Islands, and we hold our vessel-owning subsidiaries through Aegean Shipholdings Inc.,a wholly-owned subsidiary incorporated in the Marshall Islands. Our wholly-owned subsidiaries, AMPNI Investments Ltd. and AMPNIHoldings Ltd., are incorporated in Cyprus and hold our acquisitions in Belgium, Las Palmas, U.S.A., Germany and Russia.

Currently, we own our vessels through separate wholly-owned subsidiaries listed in the following table:

Vessel-owning Subsidiary Country of Incorporation Vessel NameAegean Rose Maritime Company Greece Aegean RoseAegean Tiffany Maritime Company Greece Aegean TiffanyAegean Breeze Maritime Company Greece Aegean Breeze IAegean Gas Maritime Company Greece MediterraneanMilos Shipping (Pte.) Ltd. Singapore MilosSerifos Shipping (Pte.) Ltd. Singapore SerifosKithnos Maritime Inc. Marshall Islands KithnosAmorgos Maritime Inc. Marshall Islands AmorgosKimolos Maritime Inc. Marshall Islands KimolosTinos Marine Inc. Marshall Islands SyrosMykonos I Maritime Ltd. Cyprus MykonosSantorini I Maritime Ltd. Cyprus SantoriniParos Maritime Inc. Marshall Islands Paros ITempest Shiptrade Ltd Marshall Islands NaxosEton Marine Ltd. Liberia PatmosTasman Seaways Inc. Liberia KalymnosAegean Maistros Maritime Company Greece Aegean OrionAegean Ship III Maritime Company Greece Aegean IIIAegean Ship VIII Maritime Company Greece Aegean VIIIAegean Ace Maritime Company Greece Aegean AcePaxoi Marine S.A. Liberia PaxoiKerkyra Marine S.A. Liberia KerkyraIthaki Marine S.A. Liberia IthakiCephallonia Marine S.A. Liberia KefaloniaICS Petroleum Ltd. British Columbia (Canada) PT22Zakynthos Marine S.A. Liberia ZakynthosAndros Marine Ltd. Cyprus AndrosIos Marine Inc. Liberia LefkasDilos Marine Inc. Liberia DilosIos Shipping Ltd. Malta Ios IKythira Marine S.A. Liberia KythiraBenmore Services S.A. Liberia NisyrosSealand Navigation Inc. Marshall Islands KarpathosSanton Limited Liberia LerosKassos Navigation S.A. Liberia Kassos



Aegean Barges NV Belgium ColoradoAegean Barges NV Belgium New JerseySymi Navigation S.A. Liberia SymiAegean North West Europe NV Belgium Willem SR(1)Aegean Barges NV Belgium TexasSeatra BVBA Belgium MontanaSifnos Marine Inc. Liberia AnafiAegean VII Shipping Ltd Malta SikinosTilos Shipping (Pte) Ltd Singapore TilosHalki Navigation S.A. Liberia HalkiAegean North West Europe NV Belgium Florida(1)ICS Petroleum Ltd. British Columbia (Canada) PT40Aegean Tanking S.A. Liberia Umnenga____________(1) 10% ownership interest.

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D. Property, Plants and Equipment

Real Property

The following table presents certain information relating to our leased and owned properties as of May 12, 2017. We considerour properties to be suitable and adequate for our present needs.

Location Principal Use

Leasedor

OwnedLease Expiration

DatePiraeus, Greece Business coordination center and ship-management office Leased March 2023Fujairah, U.A.E. Administrative and operations office Leased October 2058Dubai, U.A.E. Administrative and operations office Leased July 2017Khor Fakkan, U.A.E. Administrative and operations office Leased December 2018Gibraltar Administrative and operations office Leased April 2040Kingston, Jamaica Administrative office and land Owned -Singapore Administrative and operations office Leased June 2017Antwerp, Belgium Administrative and operations office Owned -Edgewater, New Jersey, U.S.A. Property leased to third-party Owned -New York, New York, U.S.A. Administrative and operations office Leased December 2017Connecticut, New York, U.S.A. Administrative and operations office Leased January 2018Nicosia, Cyprus Administrative office Leased June 2017Vancouver, Canada Administrative and operations office Leased June 2017Port of Spain, Trinidad Administrative and operations office Leased March 2018Las Palmas, Canary Islands Administrative and operations office and storage facility Leased December 2027Tangiers, Morocco Storage facility Leased November 2031Fujairah, United Arab Emirates Storage facility Leased October 2058Los Angeles, California, U.S.A. Storage facility Leased April 2021Hamburg, Germany Storage facility and operations office Leased December 2019Rostock, Germany Administrative and operations office Leased June 2021St. Petersburg, Russia Administrative and operations office Leased June 2017Rio de Janeiro, Brazil Administrative and operations office Leased August 2018Port Elizabeth, South Africa Administrative and operations office Leased June 2018

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Our Fleet

The following table lists our fleet as of May 12, 2017.

Name Double Hull Flag Build DwtBunkering Tankers:Symi Yes Liberia 2012 6,270Halki Yes Gibraltar 2011 6,256Sikinos Yes Malta 2011 4,595Anafi Yes Gibraltar 2011 4,584Tilos Yes Singapore 2011 6,263Eva Schulte* Yes Singapore 2010 16,621Dilos Yes Liberia 2010 4,593Ios I Yes Malta 2010 4,620Kythira Yes Liberia 2010 6,314Nisyros Yes Gibraltar 2010 6,312Karpathos Yes Greece 2010 6,247Leros Yes Panama 2010 6,311Kassos Yes Gibraltar 2010 6,256Lefkas Yes South Africa 2010 6,321Andros Yes Gibraltar 2010 4,605Zakynthos Yes Gibraltar 2010 6,303Naxos Yes Greece 2009 4,626Kerkyra Yes Panama 2009 6,290Paxoi Yes Liberia 2009 6,310Kalymnos Yes Liberia 2009 6,283Kefalonia Yes Liberia 2009 6,272Ithaki Yes Liberia 2009 6,272Syros Yes Greece 2008 4,596Patmos Yes Liberia 2008 6,262Paros I Yes Liberia 2008 4,629Mykonos Yes Gibraltar 2008 4,626Santorini Yes Gibraltar 2008 4,629Kimolos Yes Liberia 2008 4,664Bonaire Trader* Yes Liberia 2007 11,255Kithnos Yes Malta 2007 4,626Amorgos Yes Gibraltar 2007 4,664Serifos Yes Singapore 2007 4,664Milos Yes Singapore 2007 4,626Aegean Tiffany Yes Greece 2004 2,747Aegean Breeze I Yes Greece 2004 2,747Aegean Ace Yes Greece 1992 1,615Aegean III Yes Greece 1990 2,973Aegean VIII Yes Greece 1990 2,973Aegean Rose Yes Greece 1988 4,935Antonie* Yes Netherlands 1988 2,237David Fanning* Yes U.S.A. 2008 5,369Webb Moffett* Yes U.S.A. 2009 8,864Annika* Yes Germany 2012 1,646

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In-Land Waterway Bunkering Tankers:Pascale* Yes Belgium 2015 2,200Strauss* Yes Belgium 2014 4,050Beryl* Yes Luxemburg 2014 2,468Florida Yes Belgium 2011 1,533Montana Yes Belgium 2011 4,319Mozart* Yes Belgium 2011 2,799Alaska* Yes Netherlands 2010 3,778Onyx* Yes Luxemburg 2010 2,979Willem Sr. Yes Netherlands 2006 3,180New Jersey Yes Belgium 2006 4,100Alexia* Yes Belgium 2005 3,550Beethoven* Yes Belgium 2005 3,179Tanzanite* Yes Belgium 2004 4,068Colorado Yes Belgium 2004 5,578Texas Yes Belgium 2003 4,165

Bunkering Barges:PT40 Yes Canada 2014 4,222PT22 Yes Canada 2001 2,315

Special Purpose Vessel:Aegean Orion No Greece 1991 550

Floating Storage Facility:Umnenga Yes Liberia 1993 66,895Mediterranean Yes Greece 1982 19,894

*Chartered in by us from a third party.

We have positioned our bunkering tankers across our existing service centers and review vessel positioning on a periodic basisand reposition our vessels among our existing or new service centers to optimize their deployment. Our vessels operate within or outsidethe territorial waters of each geographical location and, under international law, usually fall under the jurisdiction of the country of theflag they carry. Generally, our bunkering tankers, unlike our bunkering barges, are not permanently located within any particular territorialwaters and we are free to use all of our bunkering tankers in any geographical location. We have positioned one of our bunkering tankersin Greece, which we use as a floating storage facility, and we have positioned our 550 dwt tanker, the Aegean Orion, as a special purposevessel in Greece.

In addition, we operate land-based storage facilities in the United States, Morocco, Canary Islands, and Germany, where westore marine fuel in terminals with storage capacity of approximately 293,000, 218,000, 79,000, and 20,000 cubic meters, respectively.In addition, we, through our wholly owned subsidiary, Aegean Oil Terminal Corporation, own and operate a land-based storage facilityin Fujairah, United Arab Emirates, with storage capacity of 465,000 cubic meters, representing 43.3% of our aggregate storage capacity.We may also consider the construction of land-based storage facilities in other areas depending on market prospects and the availabilityof financing.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following management's discussion and analysis of the results of our operations and financial condition should be read inconjunction with the consolidated financial statements and the notes to those statements included elsewhere in this annual report. Thisdiscussion includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from thoseanticipated in these forward-looking statements as a result of many factors, such as those set forth in "Item 3. Key Information—D. RiskFactors" and elsewhere in this report.



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A. Operating Results

General

We are an international marine fuel logistics company that markets and physically supplies refined marine fuel and lubricantsto vessels in port, at sea and on rivers. As a physical supplier, we purchase marine fuel from refineries, major oil producers and othersources and resell and deliver such fuel, using our bunkering tankers, to a broad base of end users of marine fuels and lubricants.

We sell marine petroleum products to customers primarily at a margin over PLATTS prices (benchmark market prices). PLATTSprices are quoted daily by region and by terms of delivery. We have not had a significant number of long-term written agreements withcustomers. Under a typical sales contract, a customer requests that we quote a fixed price per metric ton for the sale and delivery of aspecified volume and classification of marine fuel on a given date. The customer requests a quotation several days prior to the deliverydate. We generally do not quote prices for periods in excess of one week. Once an agreement has been made with a customer, we aredeemed to be bound to deliver the specified quantity and classification of marine fuel at the quoted fixed price on the specified deliverydate to an identified vessel at a named location. We remain responsible for securing the supply of marine fuel from the supplier anddelivering the marine fuel to the customer's vessel.

We purchase marine petroleum products from reputable suppliers under either long-term supply contracts or on the spot marketsat a margin over PLATTS prices. Except for our service centers in Gibraltar, the United Arab Emirates, Las Palmas, the U.S. East andWest Coasts, Germany, and South Africa, we generally take deliveries of the products on the day of, or a few days prior to, the deliveryof the products to our customer's vessel. In Gibraltar, the United Arab Emirates, Las Palmas, the U.S. East and West Coasts, Germany,and South Africa, we utilize our owned or leased storage facilities to generally take deliveries of products more than one but less thantwo weeks prior to delivery of the products to our customers. The cost of our marine fuel purchases is generally fixed at the date ofour agreement, which is prior to the loading from the supplier's premises. Generally, under our long-term supply contracts, the supplierundertakes to supply us with a minimum quantity of marine fuel per month, subject to the agreed quantity as per our contract. Pricecalculations vary from supplier to supplier in terms of the supplier's margins, the referenced PLATTS prices and the calculation of theaverage PLATTS price. Depending on the agreement with each supplier, the referenced PLATTS price could be the spot price or anaverage price over a specified period.

We deliver marine petroleum products to our customers mainly through our bunkering vessels. We are responsible for payingour tankers' operating expenses, including the cost of crewing, insuring, repairing and maintaining the vessel, spares and consumablestores, tonnage taxes and other vessel-related expenses. Our bunkering tankers are not used for the transportation of petroleum productsacross oceans. Accordingly, a significant portion of our vessel operating expenses are fixed or semi-variable (e.g., a bunkering tanker'sinsurance costs, crew wages and certain other costs are incurred irrespective of the number of sales deliveries it makes during a period)and, as a group, represent the most significant operating expense for us other than the cost of the marine petroleum products to be sold toour customers.

We incur overhead costs to support our operations. In general, the logistics of purchasing marine fuel from suppliers and sellingand delivering the fuel to customers are managed and coordinated by employees at our marketing and operating office in Greece,employees at our local service centers and the crews of our bunkering tankers.

Factors Affecting Our Results of Operations

We believe that the important measures for analyzing trends in our results of operations consist of the following:

· Sales volume of marine fuel. We define the sales volume of marine fuel as the volume of sales of various classificationsof MFO, MDO, and MGO, for the relevant period, measured in metric tons. The sales volume of marine fuel is anindicator of the size of our operations as it affects both the sales and the cost of marine petroleum products recordedduring a given period. Sales volume of marine fuel does not include the sales volume of lubricants due to insignificantvolumes for all periods presented.

· Gross spread on marine petroleum products and gross spread per metric ton of marine fuel sold. Gross spread onmarine petroleum products represents the margin that we generate on sales of marine fuel and lubricants. Gross spreadon marine fuel represents the margin that we generate on sales of various classifications of MFO or MGO. Grossspread on lubricants represents the margin that we generate on sales of lubricants. We calculate the gross spreads bysubtracting from the sales of the respective marine petroleum product the cost of the marine petroleum product sold. Forarrangements in which we physically supply marine petroleum products using our bunkering tankers, costs of marine



petroleum products sold represent amounts paid by us for marine petroleum products sold in the relevant reportingperiod. For arrangements in which marine petroleum products are purchased from our related company, Aegean Oil,cost of marine petroleum products sold represents the total amount paid by us to the physical supplier for marinepetroleum products and their delivery to our customers. Gross spread per metric ton of marine fuel sold represents themargins we generate per metric ton of marine fuel sold. We calculate gross spread per metric ton of marine fuel sold bydividing the gross spread on marine fuel by the sales volume of marine fuel. Marine fuel sales do not include sales oflubricants. For arrangements in which we purchase cargos for our floating storage facilities, cargo transportation costsare either included in the purchase price of marine fuels that we paid to the supplier or to a third-party transportationprovider.

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The following table reflects the calculation of gross spread per metric ton of marine fuel sold for the periods presented:


2016 2015 2014 2013 2012

(in thousands of U.S. dollars, unless otherwise stated)

Sales of marine petroleum products 3,996,642 4,155,502 6,590,998 6,282,466 7,208,440Less: Cost of marine petroleum products sold 3,670,542 3,853,450 6,286,453 6,025,742 6,939,636Gross spread on marine petroleum products 326,100 302,052 304,545 256,724 268,804Less: Gross spread on lubricants 3,671 5,210 2,948 3,914 3,077Gross spread on marine fuel 322,429 296,842 301,597 252,810 265,727

Sales volume of marine fuel (metric tons) 16,519,079 13,482,478 11,332,385 9,941,061 10,620,864

Gross spread per metric ton of marine fuel sold (inU.S. dollars) 19.5 22.0 26.6 25.4 25.0

The following table reconciles our gross spread on marine petroleum products sold to the most directly comparable U.S. GAAPmeasure, gross profit, for all periods presented:


2016 2015 2014 2013 2012

(in thousands of U.S. dollars, unless otherwise stated)Gross spread on marine petroleum products 326,100 302,052 304,545 256,724 268,804Add: Voyage revenues 26,870 28,780 30,410 25,049 22,726Add: Other revenues 52,707 47,372 40,393 27,214 27,794Less: Cost of voyage revenues 14,974 14,827 14,729 16,202 15,136Less: Cost of other revenues 37,219 31,548 23,525 6,793 1,539Gross profit 353,484 331,829 337,094 285,992 302,649

The amount that we have to pay for marine petroleum products to fulfill a customer order has been the primary variable indetermining the prices quoted to customers. Therefore, we evaluate gross spread per metric ton of marine fuel sold and gross spread onmarine petroleum products in pricing individual transactions and in long-term strategic pricing decisions. We actively monitor our pricingand sourcing strategies in order to optimize our gross spread on marine petroleum products.

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Gross spread on marine petroleum products (including gross spread on marine fuel sold and gross spread on lubricants) and grossspread per metric ton of marine fuel sold should not be considered as alternatives to gross profit, operating income, net income or otherU.S. GAAP measures and may not be comparable to similarly titled measures of other companies. Gross spread on marine petroleumproducts and gross spread per metric ton of marine fuel sold do not reflect certain direct and indirect costs of delivering marine petroleumproducts to our customers (such as crew salaries, vessel depreciation, storage costs, hire charges, other vessel operating expenses andoverhead costs) or other costs of doing business.

For all the periods presented, we purchased marine petroleum products in Greece from our related company, Aegean Oil,which is a physical supplier in Greece. The cost of these marine petroleum products was contractually calculated based on Aegean Oil'sactual cost of these products plus a margin. For further discussion on our relationship with Aegean Oil, please refer to "Item 7. MajorShareholders and Related Party Transactions—B. Related Party Transactions—Aegean Oil S.A."

· EBITDA represents net income before interest, taxes, depreciation and amortization. EBITDA does not represent andshould not be considered as an alternative to net income, operating income or any other indicator of the Company'sperformance, as determined by U.S. GAAP, and our calculation of EBITDA may not be comparable to that reportedby other companies. EBITDA is included herein because it is a basis upon which we assess our performance. Thefollowing table reconciles net income, the most directly comparable U.S. GAAP measure, to EBITDA for the periodspresented:


2016 2015 2014 2013 2012(in thousands of U.S. dollars, unless otherwise stated)

Net income attributable to AMPNI shareholders 51,871 34,841 16,090 24,963 20,077

Add: Net financing cost 36,248 37,556 33,781 27,998 31,069Add: Income taxes(1) 4,358 4,485 1,964 1,122 4,122Add: Depreciation and amortization 33,133 33,924 30,184 29,148 31,180

EBITDA 125,610 110,806 82,019 83,231 86,448

(1) The amount has been revised to account for a provision for withholding taxes, related to income tax. Refer to Note 1 to theconsolidated financial statements included herein.

· Number of markets served. The number of markets served is an indicator of the geographical distribution of ouroperations and affects both the amount of revenues and expenses that we record during a given period. The number ofmarkets served includes our operations in the Greece (Piraeus and Patra), Gibraltar, United Arab Emirates (Fujairah,Khor Fakkan, and Dubai), Northern Europe (the ARA region and Belgium), Jamaica, Singapore, Canada (Vancouver,and Montreal until January 2017), United Kingdom (Portland until September 2015 and French Atlantic), SouthernCaribbean (Trinidad and Tobago), Morocco (Tanger-Med), Canary Islands (Las Palmas and Tenerife beginning in June2011), Panama (until June 2014), Hong Kong (from September 2012 until June 2013), Spain (Barcelona, beginning inApril 2013 until November 2016, and Algeciras, beginning in August 2013 until June 2016), the U.S. East and WestCoasts (beginning in December 2013 and December 2014, respectively), the Gulf of Mexico (beginning in December2014), Germany (beginning in Hamburg in January 2015 and Rostock in January 2017), Russia (beginning in February2015), South America (beginning in January 2016) and South Africa (beginning in March 2016).

· Average number of operating bunkering vessels. Average number of operating bunkering vessels is the number ofoperating bunkering vessels in our fleet for the relevant period, as measured by the sum of the number of days eachbunkering vessel was used as a part of our fleet during the period divided by the cumulative number of calendar days inthe period multiplied by the number of operating bunkering vessels at the end of the period. This figure does not takeinto account non-operating days due to either scheduled or unscheduled maintenance. The average number of operatingbunkering vessels is an indicator of the size of our fleet and operations and affects both the amount of revenues andexpenses that we record during a given period.

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The following table reflects our sales volume of marine fuel, gross spread on marine petroleum products, gross spread per metricton of marine fuel sold, number of service centers and average number of operating bunkering vessels for the periods indicated:

Year Ended December 31,2016 2015 2014

Sales volume of marine fuel (metric tons) 16,519,079 13,482,478 11,332,385Gross spread on marine petroleum products (in thousands of U.S. dollars) 326,100 302,052 304,545Gross spread per metric ton of marine fuel sold (in U.S. dollars) 19.5 22.0 26.6Number of markets served, end of year 28 31 29.0Average number of owned and operated bunkering vessels 47.1 48.8 50.2

Sales of Marine Petroleum Products and Gross Spread on Marine Petroleum Products

Our sales of marine petroleum products and gross spread on marine petroleum products consist of the sales revenue and grossspread that we generate on sales of marine fuel and lubricants.

Our sales of marine petroleum products are driven primarily by the number of our service centers, the number of operatingbunkering tankers in our fleet, our sales prices and our credit terms and credit control process. The cost of marine petroleum productssold is driven primarily by availability of marine petroleum products, our purchasing methods, supplier cost prices and credit terms andour internal quality control processes. These drivers, in turn, are affected by a number of factors, including:

· our entrance into new markets;

· our purchasing methods of marine petroleum products;

· our marketing strategy;

· our vessel acquisitions and disposals;

· PLATTS prices;

· conditions in the international shipping and the marine fuel supply industries;

· regulation of the marine fuel supply industry;

· regulation of the tanker industry;

· levels of supply of and demand for marine petroleum products;

· levels of competition; and

· other factors affecting our industry.

We sell and deliver marine petroleum products to a broad and diversified customer base, including international commercialshipping companies, governments and marine fuel traders and brokers. For the years ended December 31, 2016, 2015 and 2014, none ofour customers accounted for more than 10% of our total revenues.

The commercial shipping industry generally purchases marine fuel on a spot basis and historically we have not had any long-term sales volume contracts with customers. On March 1, 2006, however, we entered into a long-term contract to supply minimumquantities of fuel at fixed prices to a commercial customer in Jamaica, which is scheduled to expire on December 31, 2018. As weexpand our global network and increase our geographical coverage, we expect some of our customers to enter into long-term sales volumecontracts.

In addition to our physical supply operations, from time to time, we may act as a trader, generally in locations where we do nothave service centers. This business involves activities whereby we contract with third-party physical suppliers to sell us marine fuel anddeliver the marine fuel to a customer in the relevant location. Accordingly, our trading activities do not involve our physical possession



of marine fuel and require less complex logistical operations and infrastructure. As such, we typically earn a significantly lower grossspread from our trading activities than from our physical supply activities.

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We purchase and take delivery of marine petroleum products from various suppliers under long-term volume contracts or on thespot market. Long-term supply contracts from third-parties allow us to minimize our exposure to supply shortages. In general, at each ofour service centers except for Gibraltar, Morocco, the United Arab Emirates, the Canary Islands, the U.S. East and West Coasts, Germanyand South Africa, we purchase from local supply sources.

Our cost of marine petroleum products includes purchases from related companies. In Greece, we purchase marine petroleumproducts from our related company Aegean Oil, which charges us its actual cost of the marine petroleum products plus a margin, pursuantto a supply contract that currently expires on December 31, 2016 and is renewable annually. For further discussion of our marinepetroleum products purchases from Aegean Oil, please refer to the section of this annual report entitled "Item 7. Major Shareholders andRelated Party Transactions—B. Related Party Transactions—Aegean Oil S.A."

The following table reflects our cost of marine petroleum products sold, including the cargo transportation cost, incurred fromthird-party suppliers and from our related company suppliers for the periods indicated.


(in thousands of U.S. dollars)Third-party suppliers 3,606,668 3,716,726 5,934,927Related company suppliers 63,874 136,724 351,526Total 3,670,542 3,853,450 6,286,453

We seek to increase our sales of marine petroleum products and our gross spread on marine petroleum products on an integratedbasis, through expansion into new markets, acquisitions of double hull bunkering tankers and the diversification and further optimizationof purchasing methods. Our gross spread on marine petroleum products differs for each of our service centers, reflecting the differentcompetitive conditions that exist in the markets served by them. Factors affecting competitive conditions in a market that we serviceinclude customer demand, availability of supplies and the strength and number of competitors that operate in the market. We believe thatfor any new service centers that we may establish, gross spread on marine petroleum products may be lower than for our existing servicecenters. We also believe that the competitive conditions in the markets served by our existing service centers may generally be morefavorable to us than those in other markets that we may consider for future expansion.

Voyage Revenues

Our voyage revenues, included in our total revenues, are primarily derived from the employment of our vessels the Naxos andthe Karpathos, under contracts with Aegean VIII, a company owned and controlled by relatives of Mr. Dimitris Melisanidis, our founder,former head of corporate development and former major shareholder. During the years ended December 31, 2016, 2015, and 2014, werecorded revenue of $5.3 million, $5.3 million, and $3.4 million, respectively, in aggregate under these contracts.

Four of our vessels, the Aegean III, the Aegean VIII, the Aegean Tiffany, and the Aegean Breeze I, are employed under a contractwith an unaffiliated third-party for the distribution of refined marine petroleum products to Greek ports. During the years ended December31, 2016, 2015 and 2014, we recognized $2.2 million, $2.3 million and $2.7 million, respectively, of revenue under this contract.

Two of our vessels, the Amorgos and the Karpathos, were employed under contracts with Aegean V, a company owned andcontrolled by relatives of Mr. Melisanidis. During the years ended December 31, 2016, 2015 and 2014, we recorded revenue of $0, $0,and $1.8 million, respectively, under these contracts, which expired during 2014.

During the year ended December 31, 2016, 2015, and 2014, several of our vessels were employed under contracts with AegeanOil, a company owned and controlled by relatives of Mr. Melisanidis. During the years ended December 31, 2016, 2015, and 2014, werecorded aggregate revenue of $5.9 million, $2.7 million, and $0, respectively, under these contracts.

During the years ended December 31, 2016, 2015 and 2014, the Aegean III, the Aegean VIII, the Aegean Tiffany, and the AegeanBreeze I, were employed under contracts with Hellenic Environmental Center, a company owned and controlled by relatives of Mr.Melisanidis and recorded revenue of $0.1 million, $0.1 million and $0.1 million, respectively.

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Our voyage revenues are also derived from the employment of our vessels under charter agreements and the employment of ourbunkering tankers under contracts with other unaffiliated third parties. During the years ended December 31, 2016, 2015 and 2014, werecorded revenue of $13.4 million, $18.4 million and $22.4 million, respectively, under these contracts.

Please also refer to the table in Note 16 to our consolidated financial statements included herein for more information.

Other Revenues

Other revenues, included in our total revenues, consist of brokerage and agency fees, throughput fees, demurrages and storagefees. These revenues are recognized when services are performed and collectability is reasonably assured. Please also refer to the table inNote 16 to our consolidated financial statements included herein.

Cost of Revenues

Cost of marine petroleum products consists of purchase costs of marine petroleum products and direct receiving costs of marinepetroleum products, as described above. Cost of voyage revenues consists of voyage expenses and vessel operating expenses attributableto the voyage revenue we earn from the chartering out of our vessels. These costs include salaries and wages of the crew, depreciationand other operating expenses of the vessels such as repairs, maintenance, stores, spare parts, insurance, consumables and bunkersconsumption. Cost of other revenues consists of direct costs of incurring other revenues.

Selling and Distribution expenses

We separately present the selling and distribution expenses due to its individual significance to perform our operations. Theseexpenses generally represent indirect expenses incurred for selling and distribution and related to the delivery of the products and servicesto the customers.

The selling and distribution expenses mainly consist of the following:

· salaries of our traders and shoreside personnel responsible for operation of our vessels and the distribution andsupervision of our marine petroleum products and lubricant products;

· salaries and wages of the shipboard personnel, mainly under short-term contracts, of the owned vessels used for thedelivery of the marine petroleum products to the end customer using these vessels;

· depreciation and amortization of dry-docking costs and other operating expenses of the owned vessels (such as repair,maintenance, stores, spare parts, insurance, consumables) and bunkers consumption of the owned vessels used for thedelivery of the marine petroleum products to the end customer using these vessels;

· vessel hire charges related to the hiring of third-party vessels used for the delivery of the marine petroleum products tothe end customer;

· storage costs, which mainly consist of the expenses of our floating storage facilities and our owned and leased on-landstorage facilities;

· bad debt provision, which has remained low in the past several years due to our effective credit control process and weexpect it will remain at low levels; and

· other costs, which mainly consist of port expenses, brokerage fees, laboratory analysis expenses, advertising expenses,supervising, inspections and survey costs.

We employ salaried employees at our offices in Greece, New York, Belgium, Singapore and Germany, where most of our salesand marketing, operations and technical departments are located, and at each of our service centers. We maintain a minimal number ofsalaried employees at our service centers, where we typically employ a local operations manager and staff to support the logistical aspectsof our operations.

The cost of our vessels depreciates on a straight-line basis over the expected useful life of each vessel. We follow the deferralmethod of accounting for drydocking costs under which actual costs incurred are deferred and amortized on a straight-line basis over theperiod through the date the next drydocking is scheduled.

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Our selling and distribution costs have been reduced over the past three years by selling our older or single hull vessels, whichwe assessed to be non-essential for our business. During the year ended December 31, 2016, our selling and distribution costs decreaseddue to the effects of the decrease in marine fuel prices on our bunker consumption.

General and administrative expenses

We separately present the general and administrative expenses, which mainly consist of the salaries and wages of themanagement and the general directors, the office administrative, legal, accounting and finance personnel, the depreciation of the officeproperty, equipment and other fixed assets and the general office expenses, legal, auditing and professional fees, communal charges,travel expenses, maintenance of our property, rent and utilities. During the year ended December 31, 2016, our general and administrativeexpenses have increased due to the expansion of our business into new service centers.

Interest and Finance Costs

We have historically incurred interest expense and financing costs in connection with long-term debt to partially finance theacquisitions of our vessels and other non-current assets and in connection with short-term bank borrowings obtained for working capitalpurposes and business acquisitions. We capitalize interest incurred during the construction periods for financing our investments inbunkering vessels and storage facilities We have incurred and expect to continue incurring interest expense and financing costs underour existing credit facilities used to finance the construction of our bunkering tankers and our other senior secured credit facilities andconvertible senior notes. We expect that interest and finance costs will increase further due to increased drawdowns under our creditfacilities to finance our operations and capital expenditures.

Income Taxes

We are incorporated in the Marshall Islands. Under Marshall Islands law, we are not subject to tax on income or capital gains.Under the laws of the countries of incorporation of our vessel-owning subsidiaries and our subsidiaries that operate service centers andthe laws of the countries of our vessels' registration, our vessel-owning companies are generally not subject to tax on our income that ischaracterized as shipping income.

Income taxes have been provided for based upon the tax laws and rates in effect in the countries in which our operations areconducted and income is earned. There is no expected relationship between the provision for/or benefit from income taxes and income orloss before income taxes because the countries in which we operate have taxation regimes that vary not only with respect to the nominalrate, but also in terms of the availability of deductions, credits and other benefits. Variations also arise because income earned and taxedin any particular country or countries may fluctuate from year to year. Deferred tax assets and liabilities are recognized for the anticipatedfuture tax effects of temporary differences between the financial statement basis and the tax basis of our assets and liabilities using theapplicable jurisdictional tax rates in effect at the year end. A valuation allowance for deferred tax assets is recorded when it is more likelythan not that some or all of the benefit from the deferred tax asset will not be realized.

Our corporate income tax exposure is in taxable jurisdictions, such as Gibraltar, Jamaica, Singapore, Belgium, the United States,Canada and Germany.

Our business is affected by taxes imposed on the purchase and sale of marine petroleum products in various jurisdictions inwhich we operate from time to time. These taxes include income, sales, excise, goods and services taxes, value-added taxes and othertaxes. Other than in the United States, Canada and Belgium, we do not pay a material amount of tax in any jurisdiction in which weoperate. For the years ended December 31, 2016, 2015, and 2014, our income tax amounted to $4.4 million, $4.5 million, and $2.0million. The income tax amounts are mainly attributable to our United States, Canadian and Belgian operations.

Results of Operations

Year ended December 31, 2016 compared to the year ended December 31, 2015

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The following table compares our results of operations for the years ended December 31:

(in thousands of U.S. dollars unless otherwise stated) 2016 2015Increase

/(Decrease)PercentChange

Sales of marine petroleum products $ 3,996,642 $ 4,155,502 $ (158,860) 3.8%Cost of sales of marine petroleum products 3,670,542 3,853,450 (182,908) 4.7%Gross spread on marine petroleum products 326,100 302,052 24,048 7.9%

Voyage revenues 26,870 28,780 (1,910) (6.6)%Cost of voyage revenues 14,974 14,827 147 1.0%Gross profit from voyage revenues 11,896 13,953 (2,057) (14.7)%

Other revenues 52,707 47,372 5,335 11.2%Cost of other revenues 37,219 31,548 5,671 18.0%Gross profit from other revenues 15,488 15,824 (336) (2.1)%

Gross profit 353,484 331,829 21,655 6.5%

Selling and distribution 202,266 205,078 (2,812) (1.4)%General and administrative 49,757 43,318 6,439 14.9%Interest and finance costs 36,499 37,608 (1,109) (2.9)%Income taxes(1) 4,358 4,485 (127) (2.8)%

(2) The amounts have been revised to account for a provision for withholding taxes related to income tax for the year ended December31, 2015. Refer to Note 1 to the consolidated financial statements

Sales of Marine Petroleum Products. Sales of marine petroleum products decreased by $158.9 million, or 3.8%, to $3,996.6million for the year ended December 31, 2016, compared to $4,155.5 million for the year ended December 31, 2015. The decrease wasprimarily attributable to a decrease of $877.0 million related to a drop in the price of marine fuel and a decrease of $9.4 million inlubricants sales, which was partially offset by an increase of $727.5 million attributable to an increase in marine fuel sales volume. Salesvolume of marine fuel increased by 3,036,601 metric tons, or 22.5%, to 16,519,079 metric tons for the year ended December 31, 2016,compared to 13,482,478 metric tons for the year ended December 31, 2015, due to our expansion into new markets.

Voyage Revenues. Voyage revenues decreased by $1.9 million, or 6.6%, to $26.9 million for the year ended December 31, 2016,compared to $28.8 million for the year ended December 31, 2015. The decrease was attributable to the expiration of the charter out ofour leased vessel, the Charleston.

Other Revenues. Other revenues increased by $5.3 million, or 11.2%, to $52.7 million for the year ended December 31, 2016,compared to $47.4 million for the year ended December 31, 2015. The increase in other revenues for the year ended December 31, 2016,was attributable to the storage revenue we received from our facility in Fujairah.

Revenues from related companies. Revenues from related companies included in the sales of marine petroleum products andvoyage revenues for the year ended December 31, 2016 were $9.2 million and $11.3 million, respectively, compared to $11.7 millionand $8.2 million, respectively, for the year ended December 31, 2015. Voyage revenues from related companies increased mainly due torevenues of $4.8 million under the 2015 contract with Aegean Oil that is effective since July 2015.

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Cost of revenue. The cost of sales of marine petroleum products decreased by $183.0 million, or 4.7%, to $3,670.5 million forthe year ended December 31, 2016, compared to $3,853.5 million for the year ended December 31, 2015. The decrease in the cost ofmarine petroleum products was attributable to the decrease in the price of marine fuel. The cost of purchases from related parties includedin the cost of sales of marine petroleum products decreased by $72.8 million, or 53.3%, to $63.9 million for the year ended December 31,2016 due to the price decline, compared to $136.7 million for the year ended December 31, 2015. The cost of voyage and other revenuesfor the year ended December 31, 2016 increased by $5.8 million, or 12.5%, to $52.2 million for the year ended December 31, 2016 dueto costs related to our storage facility in Fujairah, compared to $46.4 million for the year ended December 31, 2015.

Gross Profit and Gross Spread on Marine Petroleum Products. Gross spread on marine petroleum products increased by $24.0million, or 7.9%, to $326.1 million for the year ended December 31, 2016, compared to $302.1 million for the year ended December 31,2015. The contribution of the gross profit on voyage and other revenues for the year ended December 31, 2016 was $11.9 million and$15.5 million, respectively, compared to $14.0 million and $15.8 million respectively, for the year ended December 31, 2015. Our grossspread per metric ton of marine fuel sold during the year ended December 31, 2016 decreased by $2.5, or 11.4%, to $19.5, compared to$22.0 for the year ended December 31, 2015. Gross spreads per metric ton do not generally increase or decrease proportionately withthe price of marine fuel. Accordingly, gross spread on marine petroleum products, as a percentage of total revenues, for the year endedDecember 31, 2016, increased to 8.0%, from 7.1%, for the year ended December 31, 2015. Gross spread on marine petroleum productsand gross spread per metric ton of marine fuel sold are non-U.S. GAAP measures and should not be considered as alternatives to operatingincome, net income or other U.S. GAAP measures and may not be comparable to similarly titled measures of other companies. Please see"—Factors Affecting Our Results of Operations" for a reconciliation of gross spread on marine petroleum products to the most directlycomparable U.S. GAAP measure.

Selling and Distribution. Selling and distribution expenses decreased by $2.8 million, or 1.4%, to $202.3 million for the yearended December 31, 2016, compared to $205.1 million for the year ended December 31, 2015. This decrease was mainly due to the dropin our bunkers consumption after the decrease in marine fuel prices.

General and Administrative. General and administrative expenses increased by $6.5 million, or 15.0%, to $49.8 million forthe year ended December 31, 2016, compared to $43.3 million for the year ended December 31, 2015. This increase derives from theaccelerated vesting of the shares of Mr. Dimitris Melisanidis, our founder and former head of corporate development.

Interest and Finance Costs. Interest and finance costs decreased by $1.1 million, or 2.9%, to $36.5 million for the year endedDecember 31, 2016, compared to $37.6 million for the year ended December 31, 2015, mainly due to the gain arising from our interestrate swaps.

Income taxes. Income tax expense decreased by $0.1 million, or 2.2%, to $4.4 million for the year ended December 31, 2016,compared to $4.5 million for the year ended December 31, 2015.

Year ended December 31, 2015 compared to the year ended December 31, 2014

The following table compares our results of operations for the years ended December 31:

(in thousands of U.S. dollars unless otherwise stated) 2015 2014Increase /(Decrease)

PercentChange

Sales of marine petroleum products $ 4,155,502 $ 6,590,998 $ (2,435,496) (37.0)%Cost of sales of marine petroleum products 3,853,450 6,286,453 (2,433,003) (38.7)%Gross spread on marine petroleum products 302,052 304,545 (2,493) (0.8)%

Voyage revenues 28,780 30,410 (1,630) (5.3)%Cost of voyage revenues 14,827 14,729 98 0.1%Gross profit from voyage revenues 13,953 15,681 (1,728) (11.0)%

Other revenues 47,372 40,393 6,979 17.3%Cost of other revenues 31,548 23,525 8,023 34.1%Gross profit from other revenues 15,824 16,868 (1,044) (6.2)%



Gross profit 331,829 337,094 (5,265) (1.6)%

Selling and distribution 205,078 220,830 (15,752) (7.1)%General and administrative 43,318 38,099 5,219 13.6%Interest and finance costs 37,608 33,898 3,710 10.9%Income taxes(1) 4,485 1,964 2,521 128.4%

(3) The amounts have been revised to account for a provision for withholding taxes related to income tax for the years ended December31, 2015 and 2014. Refer to Note 1 to the consolidated financial statements

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Sales of Marine Petroleum Products. Sales of marine petroleum products decreased by $2,435.5 million, or 37.0%, to $4,155.5million for the year ended December 31, 2015, compared to $6,591.0 million for the year ended December 31, 2014. The decrease wasprimarily attributable to a decrease of $3,083.9 million related to a decrease in the price of marine fuel and a decrease of $6.6 millionrelated to a decrease in lubricants sales, which was partially offset by an increase of $655.0 million which was attributable to an increasein marine fuel sales volume. Sales volume of marine fuel increased by 2,150,093 metric tons, or 19.0%, to 13,482,478 metric tons for theyear ended December 31, 2015, compared to 11,332,385 metric tons for the year ended December 31, 2014, due to our expansion intonew markets.

Voyage Revenues. Voyage revenues decreased by $1.6 million, or 5.3%, to $28.8 million for the year ended December 31, 2015,compared to $30.4 million for the year ended December 31, 2014. The decrease was attributable to the expiration of the charter out ofour leased vessel, the Charleston.

Other Revenues. Other revenues increased by $7.0 million, or 17.3%, to $47.4 million for the year ended December 31, 2015,compared to $40.4 million for the year ended December 31, 2014. The increase in other revenues for the year ended December 31, 2015,was attributable to the storage revenue we received from our facility in Fujairah.

Revenues from related companies. Revenues from related companies included in the sales of marine petroleum products andvoyage revenues for the year ended December 31, 2015 were $11.7 million and $8.2 million, respectively, compared to $31.2 millionand $5.3 million, respectively, for the year ended December 31, 2014. Voyage revenues from related companies increased mainly due torevenues of $2.7 million under our new contract with Aegean Oil.

Cost of revenue. The cost of sales of marine petroleum products decreased by $2,433.0 million, or 38.7%, to $3,853.5 millionfor the year ended December 31, 2015, compared to $6,286.5 million for the year ended December 31, 2014. The decrease in the cost ofmarine petroleum products was attributable to the decrease in the price of marine fuel. The cost of purchases from related parties includedin the cost of sales of marine petroleum products decreased by $214.8 million, or 61.1%, to $136.7 million for the year ended December31, 2015 due to the price decline of approximately 50%, compared to $351.5 million for the year ended December 31, 2014. The costof voyage and other revenues for the year ended December 31, 2015 increased by $8.1 million, or 21.1%, to $46.4 million for the yearended December 31, 2015 due to costs related to our storage facility in Fujairah, compared to $38.3 million for the year ended December31, 2014.

Gross Profit and Gross Spread on Marine Petroleum Products. Gross spread on marine petroleum products decreased slightly by$2.4 million, or 0.8%, to $302.1 million for the year ended December 31, 2015, compared to $304.5 million for the year ended December31, 2014. The contribution of the gross profit on voyage and other revenues for the year ended December 31, 2015 was $14.0 million and$15.8 million, respectively, compared to 15.7 million and $16.9 million respectively, for the year ended December 31, 2014. Our grossspread per metric ton of marine fuel sold during the year ended December 31, 2015 decreased by $4.2, or 15.8%, to $22.0, comparedto $26.6 for the year ended December 31, 2014. Gross spreads per metric ton do not generally increase or decrease proportionately withthe price of marine fuel. Accordingly, gross spread on marine petroleum products, as a percentage of total revenues, for the year endedDecember 31, 2015, increased to 7.1%, from 4.6%, for the year ended December 31, 2014. Gross spread on marine petroleum productsand gross spread per metric ton of marine fuel sold are non-U.S. GAAP measures and should not be considered as alternatives to operatingincome, net income or other U.S. GAAP measures and may not be comparable to similarly titled measures of other companies. Please see"—Factors Affecting Our Results of Operations" for a reconciliation of gross spread on marine petroleum products to the most directlycomparable U.S. GAAP measure.

Selling and Distribution. Selling and distribution expenses decreased by $15.7 million, or 7.1%, to $205.1 million for the yearended December 31, 2015, compared to $220.8 million for the year ended December 31, 2014. This decrease was mainly due to the dropin our bunkers consumption after the decrease in marine fuel prices.

General and Administrative. General and administrative expenses increased by $5.2 million, or 13.6%, to $43.3 million for theyear ended December 31, 2015, compared to $38.1 million for the year ended December 31, 2014. This increase derives from the newoffices we established during the year as a result of our expansion into new markets.

Interest and Finance Costs. Interest and finance costs increased by $3.7 million, or 10.9%, to $37.6 million for the year endedDecember 31, 2015, compared to $33.9 million for the year ended December 31, 2014, mainly due to the end of the interest capitalizationperiod.

Income taxes. Income tax expense increased by $2.5 million, or 128.4%, to $4.5 million for the year ended December 31, 2015,compared to $2.0 million for the year ended December 31, 2014, mainly due to the provision for a withholding tax related to income tax.



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Inflation

Inflation has had only a moderate effect on our expenses given recent economic conditions. In the event that significant globalinflationary pressures appear, these pressures would increase our operating costs.

Critical Accounting Policies and Recent Accounting Pronouncements

The discussion and analysis of our financial condition and results of operations is based upon our consolidated financialstatements, which have been prepared in accordance with U.S. GAAP. The preparation of such financial statements requires us to makeestimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosure ofcontingent assets and liabilities at the date of our consolidated financial statements. Historically our estimates have been fairly accurate;however, actual results may differ from these estimates under different assumptions and conditions.

Critical accounting policies are those that reflect significant judgments of uncertainties and potentially result in materiallydifferent results under different assumptions and conditions. We base our estimates on historical experience and on various otherassumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about thecarrying values of assets and liabilities that are not readily apparent from other sources. These estimates would change in the future ifthey constantly deviate from the actual results or if the financial circumstances change. We have described below what we believe to beour most critical accounting policies, because they generally involve a comparatively higher degree of judgment in their application. Fora description of all our significant accounting policies and recent accounting pronouncements, see Note 2 to our consolidated financialstatements included herein.

Trade Receivables and Allowance for Doubtful Accounts

We extend credit on an unsecured basis to many of our customers. There is uncertainty over the level of collectability of customeraccounts. Our management is responsible for approving credit limits above certain amounts, setting and maintaining credit standards,and managing the overall quality of our credit portfolio. We perform ongoing credit evaluations of our customers and adjust credit limitsbased upon payment history and the customer's current credit worthiness. Accounts receivable are deemed past due based on contractualterms agreed with our customers.

We continuously monitor collections and payments from our customers and maintain a provision for estimated credit lossesbased upon our historical experience with our customers, current market and industry conditions of our customers and any specificcustomer collection issues that we have identified.

We transfer ownership of eligible trade accounts receivable to a third-party purchaser without recourse in exchange of cash. Thefactoring of trade accounts receivable under the agreement is accounted for as a sale. Proceeds from the transfer reflect the face valueof the account less a discount. The receivables sold pursuant to this factoring agreement are excluded from trade accounts receivable onour consolidated balance sheets and are reflected as cash provided by operating activities on our consolidated statements of cash flows.We do not record a servicing asset or liability on our consolidated balance sheets because we estimate that the fee we receive is at fairvalue. Servicing fees are recorded in the interest and finance costs in the accompanying consolidated statements of income. We continueto service, administer and collect the receivables sold under this program. The third-party purchaser has no recourse to our assets forfailure of debtors to pay when due.

Accounts and notes receivable are reduced by an allowance for amounts that may become uncollectible in the future. At the endof each reporting period, we calculate an allowance for doubtful accounts based on an aging schedule where we apply set percentagesto categories of overdue trade receivables. These set percentages are based on historical experience and currently available managementinformation on customer accounts. Furthermore, we provide appropriate allowances for any specific customer collection issue we identifywhich allowance is calculated on a case-by-case basis. Trade receivables are written off when it becomes apparent based upon age orcustomer circumstances that such amounts will not be collected.

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We believe the level of our allowance for doubtful accounts is reasonable based on our experience and our analysis of the netrealizable value of our trade receivables during each reporting period. The estimates driving the calculation of our allowance for doubtfulaccounts have not changed in the past periods and we do not expect these estimates to change in the foreseeable future because theyhave resulted and we believe that they will continue to result in accurate calculations of our allowance for doubtful accounts. We cannotguarantee that we will continue to experience the same credit loss rates that we have experienced in the past, since adverse changes in themarine industry or changes in the liquidity or financial position of our customers could have a material adverse effect on the collectabilityof our trade receivables and our future operating results. If credit losses exceed established allowances, our results of operations andfinancial condition may be adversely affected.

Vessel Depreciation

We record the value of our vessels at their cost (which includes acquisition costs directly attributable to the vessel, capitalizedinterest and expenditures made to prepare the vessel for its initial voyage) less accumulated depreciation and impairment, if any. Wedepreciate our vessels on a straight-line basis over their estimated useful lives. Depreciation is based on cost less the estimated residualscrap value.

We estimate the useful lives for our bunkering and in-land waterway tankers to be 30 years and 45 years, respectively, from thedate of initial delivery to us from the shipyard. Furthermore, we estimate the useful life of our floating storage facilities to be 30 yearsfrom the date of acquisition. Secondhand vessels are depreciated from the date of their acquisition through their remaining estimateduseful lives. However, when regulations place limitations on the ability of a vessel to trade, its useful life is adjusted to end at the datesuch regulations become effective. We estimate the residual scrap values of our vessels to be $175 per light-weight ton. We form theseestimates based on our experience and the prevailing practices of other companies in the bunkering and shipping industries.

An increase in the estimated useful life of a tanker or in its estimated residual value would have the effect of decreasing theannual depreciation charge and extending it into later periods. A decrease in the estimated useful life of a tanker or in its estimated residualvalue would have the effect of increasing the annual depreciation charge and may result in an impairment charge. A 20% decrease in theremaining estimated useful lives of our vessels would increase our depreciation charge for the year ended December 31, 2016 by $4.1million.

Our estimates of the useful lives of our vessels and of the residual scrap values of our vessels have not changed in the pastperiods.

Impairment of Long-lived Assets

We evaluate the carrying amounts of our long-lived assets to determine if events have occurred which would requiremodification to their carrying values. In evaluating useful lives and carrying values of long-lived assets, we review certain indicatorsof potential impairment, such as vessel sale and purchase prices in the marketplace, business plans and overall market conditions. If anindicator of impairment exists, we determine undiscounted projected net operating cash flow for each vessel or group of vessels andcompare it to the relevant carrying value. In developing estimates of future cash flows, we rely upon estimates made by managementwith regard to our vessels, including future deliveries, operating expenses, and the estimated remaining useful lives of the vessels.These assumptions are based on historical trends as well as future expectations and are consistent with the plans and forecasts usedby management to conduct its business. The variability of these factors depends on a number of conditions, including uncertaintyabout future events and general economic conditions; therefore, our accounting estimates might change from period to period. As aconsequence, our estimates of undiscounted cash flows involve sensitivity tests on the sales volume, average inflation rate, and grossspread. In the event that undiscounted projected net operating cash flows were less than carrying value, we would estimate the fair valueof the related asset and record a charge to operations calculated by comparing the asset's carrying value to the estimated fair value.

The fair market value of the vessels that we currently own or may acquire in the future may increase or decrease depending on anumber of factors, including general economic and market conditions affecting the international marine fuel supply industry, supply anddemand for bunkering tankers, costs of newbuildings and governmental or other regulations. If we sell any vessel when vessel prices havefallen and before we have recorded impairment adjustment to our financial statements, the sale may be at less than the vessel's carryingamount on our financial statements, resulting in a loss. Such loss could adversely affect our financial condition, results of operations andour ability to pay dividends to our shareholders.

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Goodwill and intangible assets

Intangible assets consist of concession agreements in the United Kingdom (until September 2015), Canary Islands and Panama,a non-compete covenant in Belgium (until September 2016), an acquired time chartering agreement in the United States (until September2014) and goodwill derived from the Company's acquisitions in Belgium, Canada and United States. In connection with the acquisitionsof Portland Bunkers International Limited, Las Palmas Business and Panama, we recorded identifiable intangible assets and concessionagreements which convey to an exclusive right to perform bunkering operations in the port of Portland, Las Palmas and Panama over aspecified period of time. In September 2015, we ceased our operations in the Portland terminal and we wrote off the unamortized valueof the intangible asset associated with the concession agreement we were granted by the Portland Port Authorities. These assets are beingamortized over their useful life. In connection with our acquisition of the U.S. East Coast business, we acquired an agreement for thechartering-in of a barging vessel. We recorded the estimated fair value of this acquired agreement, which includes a fixed day rate that isbelow the day rate available as of the acquisition date, and we amortized it over the duration of the contract. Goodwill derived from ouracquisitions is not amortized, but reviewed as of December 31 of each year for impairment. We also evaluate goodwill for impairment atany time that events occur or circumstances change indicating a possible impairment. The Company tests for goodwill impairment usingthe two-step process. The first step is a screen for potential impairment, while the second step measures the amount of impairment. Fairvalues are derived using discounted cash flow analysis.

We calculated the fair value of the reporting unit using the discounted cash flow method, and determined that the fair value ofthe reporting unit exceeded its book value, including the goodwill. The discounted cash flows calculation is subject to historical dataand to management judgment related to revenue growth, capacity utilization, the weighted average cost of capital and the future price ofmarine fuel products. Although we believe that the assumptions used to evaluate potential impairment are reasonable and appropriate,such assumptions are subjective. We perform sensitivity tests on our sale volume, gross spread, net operating cash flows, average inflationand growth rate. No impairment loss was recorded for any of the periods presented.

Deferred Drydock Cost

Our vessels are generally required to be drydocked approximately every 30 to 60 months for major repairs and maintenancethat cannot be performed while the vessels are operating. We capitalize the costs associated with drydockings as they occur and amortizethese costs on a straight-line basis over the period between drydockings. Costs capitalized as part of the drydocking include actual costsincurred at the drydock yard and parts used in making such repairs that are reasonably made in anticipation of reducing the duration orcost of the drydocking; cost of travel, lodging and subsistence of our personnel sent to the drydocking site to supervise; and the cost ofhiring a third-party to oversee a drydocking. We believe that these types of capitalized costs are consistent with practice among othercompanies in our industry that apply this method of accounting and that our policy of capitalization reflects the economics and marketvalues of the vessels.

Recent Developments

In January 2017, we launched a new service center in Rostock, Germany that services German Baltic Sea ports and Scandinavianports through the acquisition of OBAST, a physical bunker supplier and cargo oil trader.

In January 2017, the full overallotment option was exercised and an additional $22.5 million of our 4.25% ConvertibleUnsecured Senior Notes due 2021 were purchased by the underwriters.

On April 20, 2017, OBAST signed an agreement for a short term credit facility of up to $25 million for the purposes of financingits German commercial business.

B. Liquidity and Capital Resources

Our treasury activities are controlled centrally by our treasury department, which is located at our offices in Greece. Ourtreasury department administers our working capital resources, including our current accounts, time deposits, overdrafts and bank loans.Our liquidity objective is to maintain an optimum daily net cash position, which takes into consideration immediate working capitaland operational requirements, as well as short- to medium-term capital expenditure requirements, but which would not result in anunnecessary net cash surplus. In this way, we seek to maximize available cash to reinvest in our business. Our policy is to minimize theuse of time deposits, financial instruments or other forms of investments, which we believe generate lower levels of return than the returnon our invested capital.

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Our cash is primarily denominated in U.S. dollars because our sales of marine petroleum products are denominated in U.S.dollars. Our service centers pay their operating expenses in various currencies, primarily the Euro, the United Arab Emirates dirham,the Canadian dollar, the Jamaican dollar, the Singapore dollar, the Russian ruble, the South African rand, and the Brazilian real. Ourtreasury department transfers cash to our service centers monthly on an as-needed basis and, accordingly, we maintain low levels offoreign currency at our service centers.

Under the laws of jurisdictions where our subsidiaries are located, there are currently no restrictions on the export or importof capital, including foreign exchange controls or restrictions that materially affect the remittance of dividends, loans, interest or otherpayments. Most of our vessel-owning subsidiaries have long-term bank loans outstanding that were obtained to partially finance theacquisition cost of their vessels. Most of these vessel-owning companies are not permitted to pay any dividends without the lender's priorconsent. However, these vessel-owning companies generally do not generate third-party revenues and do not possess material amountsof excess cash. Therefore, these restrictions on our vessel-owning companies' ability to pay dividends to us should not materially impactour ability to meet our cash obligations. Accordingly, there are no significant restrictions on our ability to access and mobilize our capitalresources located around the world.

We have funded our business primarily through: (i) cash generated from operations, (ii) equity capital and convertible notesissuances, (iii) short-term borrowings from banks, (iv) long-term bank debt and (v) trade receivables purchase agreements. We believethat our working capital resources are sufficient for our present requirements.

We have revolving credit facilities that provide for borrowings up to certain amounts for working capital purposes as well as asublimit for the issuance of standby letters of credit. Furthermore, we have long-term debt facilities with several banks used to partiallyfinance the acquisition costs of several of our vessels or land-based storage facilities. The credit agreements for the long-term debtfacilities are secured with first priority mortgages over certain of our vessels or land-based storage facilities.

Borrowings

As of December 31, 2016 and 2015, we had the following outstanding borrowings:

Outstandingbalance as

of December31, 2016

Outstandingbalance as

of December31, 2015

Credit Facilities Original Date of Facility (in millions of U.S. dollars)2016 Related Party Loan Agreement October 24, 2016 $ $20.0 $ -2016 South Africa Credit Facility March 21, 2016 $ 7.1 $ -2015 Fujairah Credit Facility October 7, 2015 $ 112.3 $ 119.82014 Long Term Loan Agreement March 21, 2014 $ 3.2 $ 3.82014 Uncommitted Working Capital Facility December 17, 2013 $ 85.0 $ 80.02013 Secured Multicurrency Revolving CreditFacility September 19, 2013 $ 251.2 $ 239.22011 Overdraft Facility March 30, 2011 $ - $ 5.42010 Newbuilding Secured Loan Facility April 1, 2010 $ 3.7 $ 4.22010 Newbuilding ANWE Loan Facility April 1, 2010 $ 0.7 $ 1.02008 Secured Term Loan July 8, 2008 $ - $ 0.32008 Newbuilding Secured Term Loan April 24, 2008 $ 21.7 $ 23.62007 Newbuilding Secured Term Loan July 5, 2007 $ 16.9 $ 21.1First 2006 Newbuilding Secured Term Loan December 19, 2006 $ 8.6 $ 11.42006 Newbuilding Secured Syndicated Term Loan October 30, 2006 $ 39.1 $ 42.5Second 2006 Newbuilding Secured Term Loan October 27, 2006 $ 8.7 $ 9.9Third 2006 Newbuilding Secured Term Loan October 25, 2006 $ 14.6 $ 16.12005 Newbuilding Secured Syndicated Term Loan August 30, 2005 $ 15.5 $ 17.8

Convertible Bond4.00% 2013 Convertible Unsecured Senior Notesdue 2018

October 23, 2013 and January 16, 2015 $ 87.9 $ 120.64.25% 2016 Convertible Unsecured Senior Notesdue 2021 December 19, 2016 $ 130.4 $ -



-Less: Deferred Financing Costs $ (9.0) (6.7)

Total $ 817.6 $ 710.0

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Credit Facilities

OBAST Credit Facility. On April 20, 2017, OBAST, our wholly-owned subsidiary, entered into a credit facility with HSHNordbank AG for up to $25 million. The Company also agreed to act as guarantor under the facility for up to $25 million. The creditfacility has primarily two tranches: the overdraft facility and a fixed interest rate loan and can be drawn down in Euros or U.S. dollars. Thefacility bears interest based on the federal funds rate, the Euro Overnight Index Average, LIBOR and EURIBOR, as applicable dependingon the tranche and currency denomination, plus margins ranging from 1.75% to 2.05%. The credit facility matures on January 15, 2018.

2016 Related Party Loan Agreement. On October 24, 2016, AMP, our wholly-owned subsidiary, entered into a loan agreementwith Grady Properties Corporation SA, a company owned by relatives of Mr. Dimitris Melisanidis, for up to $25 million. The loan bearsinterest at 6%. As of December 31, 2016, the outstanding balance under this credit facility was $20 million.

2016 South Africa Credit Facility. On March 21, 2016, our subsidiary, Aegean Bunkering Services Inc., entered into a securedcredit facility for $13 million to finance the purchase price of the vessel Umnenga and to repay the 2011 Overdraft Facility. The loan is tobe repaid in twelve quarterly installments and bears interest at LIBOR plus a margin of 4.50%. As of December 31, 2016, the outstandingbalance under this credit facility was $7.1 million.

2015 Fujairah Credit Facility. On October 7, 2015, our subsidiary, Aegean Oil Terminal Corporation, entered into a securedcredit facility for AED440 million (US$119.7 million) with an international bank. The facility will be repaid in quarterly installments,matures on September 30, 2023, bears interest at EIBOR plus a margin of 3.0% and has an interest floor rate of 5.50%. The proceedswere used to repay our 2013 Fujairah Credit Facility and for working capital. As of December 31, 2016 and December 31, 2015, theoutstanding balance under this facility was $112.3 million and $119.8 million, respectively.

2014 Long Term Loan Agreement. On March 21, 2014, we entered into a long-term loan agreement for $4.5 million to partlyfinance our acquisition of the New Jersey. The loan will be repaid in forty quarterly installments and bears interest at a rate of LIBORplus a margin of 2.80%. As of December 31, 2016 and 2015, the outstanding balance under this facility was $3.2 million and $3.8 million,respectively.

2014 Uncommitted Working Capital Facility. On December 17, 2013, Aegean Bunkering (USA) LLC, our wholly-ownedsubsidiary which assumed the U.S. East Coast bunkering business of Hess following our acquisition, entered into a $150.0 millionuncommitted facility, which was renewed on August 22, 2014 for one year and for an amount up to $250.0 million. We used a portion ofthe proceeds of this facility to fund the purchase of inventories pursuant to the acquisition from Hess and to fund our expansion into theU.S. market. The facility was thereafter renewed on August 12, 2015 and August 9, 2016, and currently matures on August 8, 2017. Thefacility bears interest at LIBOR plus a margin of 2.0%. As of December 31, 2016 and December 31, 2015, the outstanding balance underthis facility was $85.0 million and $80.0 million, respectively.

2013 Secured Multicurrency Revolving Credit Facility. On September 19, 2013, AMP, Aegean Petroleum International Inc.and Aegean NWE N.V., our wholly-owned subsidiaries, entered into a $1 billion Secured Multicurrency Revolving Credit Facility with asyndicate of commercial lenders, which we and these subsidiaries have guaranteed. The facility is comprised of three tranches, consistingof Tranche A of $155 million initially for a one year tenor, Tranche B of $75.0 million initially for two-year tenor and Tranche C of $770million for an uncommitted tenor. On September 18, 2014, our wholly-owned subsidiaries renewed the facility for a two-year period. OnSeptember 16, 2015, our wholly-owned subsidiaries, including Aegean Bunkering Germany BD&M, renewed the facility and extendedthe terms of Tranche A and Tranche B, each for an additional one year period. On September 16, 2016, our wholly-owned subsidiariesagain renewed the facility and extended the terms of Tranche A and Tranche B, each for an additional one year period. Outstandingamounts under Tranche A and Tranche B bear interest at LIBOR, plus a margin of 2.1% and 2.5%, respectively, and outstanding amountsunder Tranche C bear interest at a rate determined by the relevant lender that represents its cost of funds, plus a margin of 2.0%. Thefacility imposes certain operating and financial restrictions on us, which, among other things, restrict our ability to incur debt, changeour legal and beneficial ownership, merge or consolidate, acquire or incorporate companies and change our business activities. As ofDecember 31, 2016 and December 31, 2015, the outstanding balance on this facility was $251.2 million and $239.2 million, respectively.

2011 Overdraft Facility. On March 30, 2011, our subsidiary Aegean Bunkering Services Inc. entered into an overdraft facilityfor an amount of $10.0 million. Thereafter, we renewed and amended this facility several times to reduce the amount available forborrowing to up to $7.0 million. This facility bore interest at LIBOR plus 6.0%. This facility was repaid in full on March 22, 2016, usinga portion of the proceeds we received from our 2016 South Africa Credit Facility. As of December 31, 2016 and December 31, 2015, wehad $0 and $5.4 million outstanding under this facility, respectively.

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2010 Newbuilding Secured Loan Facility. On April 1, 2010, we assumed a loan agreement with an international bank that wasentered into on October 6, 2009 by ANWE and a third-party in an amount of €5.7 million to finance the new building Montana. Thefacility bears interest at EURIBOR plus 1.26% and is repayable in quarterly installments of approximately €0.1 million. As of December31, 2016 and December 31, 2015, the outstanding balance under this facility was $3.7 million and $4.2 million (or €3.5 million and €3.9million), respectively.

2010 Newbuilding ANWE Loan Facility. On April 1, 2010, in connection with our acquisition of ANWE, we assumed a loanagreement with a Belgian bank in an aggregate amount of €3.7 million to finance the construction of our double hull bunkering vessel,the Texas. This facility bears interest at a rate of 4.36%. This facility matures on July 1, 2019. As of December 31, 2016 and December31, 2015, the outstanding balance under this facility was $0.7 million and $1.0 million (or €0.7 million and €0.9 million), respectively.

2008 Secured Term Loan. On July 8, 2008, our subsidiary Aegean Bunkering Services Inc. entered into a collateralized termloan facility with a bank for an amount of $15.0 million, which was amended on June 29, 2012. On July 11, 2013, the facility wasamended to extend the repayments up to and including January 8, 2016. This facility bore interest at LIBOR plus 5.25%. This facilitywas repaid upon its maturity in January 2016. As of December 31, 2016 and December 31, 2015, we had $0 and $0.3 million outstandingunder this facility, respectively.

2008 Newbuilding Secured Term Loan. On April 24, 2008, four of our vessel-owning subsidiaries, Kassos Navigation S.A.,Tilos Navigation S.A., Halki Navigation S.A. and Symi Navigation S.A., as co-borrowers, jointly and severally, entered into a syndicatedcollateralized term loan with an international bank for an amount of $38.8 million to partially finance the construction costs of the vesselsKassos, Tilos, Halki and Symi. This loan bears interest at LIBOR plus 1.40%. As of December 31, 2016 and December 31, 2015, we had$21.7 million and $23.6 million outstanding under this facility, respectively.

2007 Newbuilding Secured Term Loan. On July 5, 2007, as thereafter amended and supplemented, five of our vessel-owningsubsidiaries, Andros Marine Inc., Dilos Marine Inc., Ios Marine Inc. (subsequently replaced by Ios Shipping Ltd), Sifnos Marine Inc.and Tinos Marine Inc. (subsequently replaced by Aegean VII Shipping Ltd.), as co-borrowers, jointly and severally, entered into acollateralized credit facility for an aggregate amount of $37.6 million with an international commercial bank to partially finance theconstruction of five bunkering tankers, Andros, Dilos, Ios, Anafi and Sikinos, respectively. On September 12, 2008, we amended thisfacility and increased the loan amount to $43.2 million. This loan bears interest at LIBOR plus 1.0% for the Andros Tranche, the DilosTranche and the Ios Tranche (plus additional compliance costs), and LIBOR plus 2.0% for the Sifnos Tranche and the Tinos Tranche(plus additional compliance costs). As of December 31, 2016 and December 31, 2015, the outstanding balance under this facility was$16.9 million and $21.1 million, respectively.

First 2006 Newbuilding Secured Term Loan. On February 10, 2006, five of our vessel-owning subsidiaries, Milos MaritimeInc., Amorgos Maritime Inc., Kimolos Maritime Inc., Mykonos Maritime Inc. and Syros Maritime Inc., as co-borrowers, jointly andseverally entered into a collateralized term loan with an international commercial bank for an aggregate amount of $33.4 million topartially finance the construction costs of five double hull tankers, Milos, Amorgos, Kimolos, Mykonos and Syros, respectively. This loanwas collateralized by a first priority mortgage over each of the vessels. On December 19, 2006, this facility was refinanced as part of theterm loan component of the facility agreement for a term loan, overdraft and guarantee facility with the same bank, with the Company andAMP serving as joint and several borrowers. The term loan component of the facility agreement for a term loan, overdraft and guaranteefacility bears interest at LIBOR plus 1.15% plus additional compliance costs. As of December 31, 2016 and December 31, 2015, we had$8.6 million and $11.4 million outstanding under this facility, respectively.

2006 Newbuilding Secured Syndicated Term Loan. On October 30, 2006, seven of our vessel-owning subsidiaries, KerkyraMarine S.A., Ithaki Marine S.A., Cephallonia Marine S.A., Paxoi Marine S.A., Zakynthos Marine S.A., Lefkas Marine S.A.(subsequently replaced by Ios Marine Inc.) and Kythira Marine S.A., as co-borrowers, jointly and severally entered into a syndicatedsecured term loan for an aggregate amount of $64.8 million with an international commercial bank to partially finance the construction ofseven double hull oil tankers, the Kerkyra, Ithaki, Kefalonia, Paxoi, Zakynthos, Lefkas and Kythira, respectively. This loan bears interestat LIBOR plus 1.30%. As of December 31, 2016 and December 31, 2015, the outstanding balance under this facility was $39.1 millionand $42.5 million, respectively.

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Second 2006 Newbuilding Secured Term Loan. On October 27, 2006, two of our vessel-owning subsidiaries, Tasman SeawaysInc. and Santon Limited, as co-borrowers, jointly and severally, entered into a loan agreement with an international commercial bankfor a term loan facility in an aggregate amount of $17.6 million to partially finance the construction costs of two double hull tankers,Kalymnos and Leros, respectively. The facility bears interest at LIBOR plus 1.15% on 70% of the principal amount and at LIBOR plus1.25% on 30% of the principal amount. As of December 31, 2016 and December 31, 2015, the outstanding balance under this facilitywas $8.7 million and $9.9 million, respectively.

Third 2006 Newbuilding Secured Term Loan. On October 25, 2006, three of our vessel-owning subsidiaries, Eton Marine Ltd.,Benmore Services S.A. and Ingram Enterprises Co., as co-borrowers, jointly and severally entered into a syndicated secured term loanfor an aggregate amount of $26.3 million to partially finance the construction costs of three double hull tankers the Patmos, Nisyrosand Karpathos, respectively. This facility bears interest at LIBOR plus 1.30%. As of December 31, 2016 and December 31, 2015, theoutstanding balance under this facility was $14.6 million and $16.1 million, respectively.

2005 Newbuilding Secured Syndicated Term Loan. On August 30, 2005, as amended, five of our vessel-owning subsidiaries,Kithnos Maritime Inc., Naxos Maritime Inc. (subsequently replaced by Lefkas Marine S.A.), Paros Maritime Inc., Santorini I MaritimeLimited (formerly known as Santorini Maritime I Inc.) and Serifos Maritime Inc. ((subsequently replaced by Serifos Shipping (Pte.)Ltd.), as co-borrowers, jointly and severally, entered into a syndicated secured credit facility for an aggregate amount of $35.5 millionwith an international commercial bank to finance the construction of five bunkering tankers Kithnos, Naxos, Paros, Santorini and Serifos,respectively. The loan bears interest at LIBOR plus 1.55%. As of December 31, 2016 and December 31, 2015, the outstanding balanceunder this facility was $15.5 million and $17.8 million, respectively.

Convertible Bond

4.00% Convertible Unsecured Senior Notes due 2018. On October 23, 2013, we issued $75.0 million aggregate principalamount of 4.00% Convertible Unsecured Senior Notes, or the 2013 Convertible Unsecured Senior Notes due 2018, which are dueNovember 1, 2018. The full overallotment option granted was exercised and an additional $11.3 million 2013 Convertible UnsecuredSenior Notes due 2018 were purchased by the underwriters. Accordingly, $86.3 million in aggregate principal amount of the 2013Convertible Unsecured Senior Notes due 2018 was sold, resulting in aggregate net proceeds of approximately $83.4 million afterthe underwriters' commissions. We have bifurcated, at the issuance date, the $86.3 million principal amount of the 2013 ConvertibleUnsecured Senior Notes due 2018 into liability and equity components of $72.7 million and $13.6 million, respectively, by firstdetermining the carrying amount of the liability component of the 2013 Convertible Unsecured Senior Notes due 2018 by measuring thefair value of a similar liability that does not have an associated equity component. The equity component was calculated by deducting thefair value of the liability component from the total proceeds received at issuance.

On January 16, 2015, we issued an additional $48.3 million aggregate principal amount of the 2013 Convertible UnsecuredSenior Notes due 2018, or the 2015 Convertible Unsecured Senior Notes due 2018, and together with the 2013 Convertible UnsecuredSenior Notes due 2018, the Convertible Unsecured Senior Notes due 2018, including the full exercise by the underwriters of theoverallotment option, resulting in aggregate net proceeds of approximately $52.2 million after the underwriters' commissions and beforeexpenses. The 2015 Convertible Unsecured Senior Notes due 2018 have the same terms (other than issue date and public offering price)as the 2013 Convertible Unsecured Senior Notes due 2018 and rank pari passu with, and vote together with, the holders of the 2013Convertible Unsecured Senior Notes due 2018. The 2015 Convertible Unsecured Senior Notes due 2018 also have the same CUSIPnumber and ISIN as the 2013 Convertible Unsecured Senior Notes due 2018 and are fungible with the 2013 Convertible UnsecuredSenior Notes due 2018 for trading purposes.

As of December 31, 2016 and December 31, 2015, the aggregate outstanding liability under the Convertible Unsecured SeniorNotes due 2018 was $87.9 million and $120.6 million, respectively.

4.25% Convertible Unsecured Senior Notes due 2021. On December 19, 2016, we issued $150.0 million aggregate principalamount of 4.25% Convertible Unsecured Senior Notes, or the Convertible Unsecured Senior Notes due 2021, which are due December15, 2021. The full overallotment option granted was exercised in January 2017 and an additional $22.5 million Convertible UnsecuredSenior Notes due 2021 were purchased by the underwriters. Accordingly, $172.5 million in aggregate principal amount of the ConvertibleUnsecured Senior Notes due 2021 was sold, resulting in aggregate net proceeds of approximately $166.6 million after the underwriters'commissions. We used the net proceeds (i) to repay approximately $40 million of the outstanding short-term indebtedness under our 2013Secured Multicurrency Revolving Credit Facility, (ii) to repurchase approximately $40 million of the net proceeds to in the open market,in negotiated transactions or otherwise, a portion of our outstanding Convertible Unsecured Senior Notes due 2018, and (iii) for generalcorporate purposes and working capital. As of December 31, 2016, the aggregate outstanding liability under the Convertible UnsecuredSenior Notes due 2021 was $130.4 million.



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Trade Receivables Purchase Agreement

On October 17 2011, AMP entered into a factoring agreement for up to $102.5 million pursuant to which we transfer ownershipof eligible trade accounts receivables to a third-party purchaser without recourse in exchange for cash. Proceeds from the transfer reflectthe face value of the account less a discount. The receivables sold pursuant to this factoring agreement are included in the trade receivableson the consolidated balance sheets and are reflected as cash provided by operating activities on the consolidated statements of cashflows. The third-party purchaser has no recourse to our assets for failure of debtors to pay when due. We renewed the agreement onNovember 12, 2012, on October 2, 2013, November 12, 2013, and November 13, 2014. On November 13, 2015, the factoring agreementwas amended and restated to, among other things, reduce the purchase limit to up to $56.2 million. We renewed the amended and restatedagreement on November 14, 2016 until November 17, 2017 (unless terminated earlier in accordance with the terms of the agreement).As of December 31, 2016 and 2015, we sold $106.4 million and $178.5 million trade accounts receivables, respectively, pursuant to thisagreement.

Covenants

Our credit facilities generally contain financial covenants, which require us to maintain, among other things:

· minimum net equity of between $175.0 million to $250.0 million, depending on the applicable credit facility;

· consolidated net tangible net worth of $410.0 million;

· minimum market value adjusted net worth or book net worth of between $175.0 million and $410.0 million;

· minimum solvency ratio on the statutory financial statements of our subsidiary ANWE of 20%;

· minimum working capital of $125 million;

· minimum interest coverage ratio of at least 1.9-to-one;

· minimum current ratio of 1.15-to-one;

· aggregate minimum liquidity of between $25.0 million and $30.0 million and minimum liquidity ratio of more than0.50-to-one;

· maximum ratio of total liabilities to total assets of between 0.70-to-one and 0.75-to-one; and

· minimum consolidated leverage ratio of 0.75-to-one.

The agreements governing our indebtedness also contain restrictions and undertakings, including, among other things:

· the requirement to maintain the listing of our shares of common stock on the NYSE;

· restrictions on our payment of dividends and distribution of assets;

· restrictions on our incurrence of debt;

· the requirement to maintain a minimum value of collateral;

· restrictions on our ability to merge or consolidate;

· restrictions on our ability to acquire additional vessels;

· restrictions on changes in our business activities; and

· change of control restrictions.

Our secured credit facilities are generally secured by, among other things:

· a first priority mortgage over each of the applicable pledged vessels or storage facility in favor of each of our lenders;

· assignments of earnings, insurances and requisition of compensation of each of the mortgaged vessels; and

· corporate guarantees.

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A violation of any of the financial covenants contained in our credit facilities described above may constitute an event of defaultunder our credit facilities, which, unless cured within the grace period set forth under the credit facility, if applicable, or waived ormodified by our lenders, provides our lenders with the right to, among other things, require us to post additional collateral, enhance ourequity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance with our loancovenants, sell vessels in our fleet, reclassify our indebtedness as current liabilities and accelerate our indebtedness and foreclose theirliens on our vessels and the other assets securing the credit facilities, which would impair our ability to continue to conduct our business.

Furthermore, certain of our credit facilities contain a cross-default provision that may be triggered by a default under one ofour other credit facilities. A cross-default provision means that a default on one loan would result in a default on certain of our otherloans. Because of the presence of cross-default provisions in certain of our credit facilities, the refusal of any one lender under our creditfacilities to grant or extend a waiver could result in certain of our indebtedness being accelerated, even if our other lenders under ourcredit facilities have waived covenant defaults under the respective credit facilities. If our secured indebtedness is accelerated in full orin part, it would be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and wecould lose our vessels and other assets securing our credit facilities if our lenders foreclose their liens, which would adversely affect ourability to conduct our business.

Moreover, in connection with any waivers of or amendments to our credit facilities that we have obtained, or may obtain in thefuture, our lenders may impose additional operating and financial restrictions on us or modify the terms of our existing credit facilities.These restrictions may further restrict our ability to, among other things, pay dividends, make capital expenditures or incur additionalindebtedness, including through the issuance of guarantees. In addition, our lenders may require the payment of additional fees, requireprepayment of a portion of our indebtedness to them, accelerate the amortization schedule for our indebtedness and increase the interestrates they charge us on our outstanding indebtedness.

As of December 31, 2016, we were in compliance with all of the financial covenants contained in our credit facilities.

Liquidity and Uses of Cash

Cash and cash equivalents as of December 31, 2016 and 2015, amounted $93.8 million and $139.3 million, respectively. Thetable below illustrates our working capital and working capital excluding cash and debt as of December 31, 2016 and 2015. Workingcapital is defined as current assets less current liabilities.

The marine fuel supply industry is capital intensive. The timing and levels of operational cash flows are important aspects ofour business. Our periodic cash flows from operations are mainly dependent on our periodic working capital, excluding cash and debt.Accordingly, we use working capital excluding cash and debt to monitor changes in our operational working capital accounts such astrade receivables, inventories and trade payables, and to assess the current strength and to predict the future state of our cash flowsfrom operations. Our periodic working capital excluding cash and debt is partly driven by our sales volume growth rates for the relevantperiods. As a result, the higher the sales volume growth rates are, the larger the working capital investment needed to purchase andsell the increased quantities of fuel. A larger working capital investment decreases our operational cash flows for the relevant periods.Furthermore, significant period-on-period movement in the average outstanding days of our trade receivables, inventories and tradepayables considerably impacts our periodic working capital excluding cash and debt positions and our operational cash flows. Finally,significant fluctuations in marine fuel prices materially affect our periodic working capital excluding cash and debt. A period-on-periodincrease in marine fuel prices increases the level of working capital investment needed to purchase the same quantity of marine fuel.Accordingly, we would have to increase our working capital investment at a multiple of the increase in marine fuel prices in order toincrease our sales volumes.

As of December 31,2016 2015

(in thousands of U.S. dollars)

Working capital 411,540 337,202Working capital excluding cash and debt 629,370 472,955

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Our working capital, excluding cash (and restricted cash) and debt, increased to $629.4 million as of December 31, 2016 from$473.0 million as of December 31, 2015. Our working capital position increased to $411.5 million as of December 31, 2016 from $337.2million as of December 31, 2015.

As of December 31, 2016, we had $1,007.1 million in available liquidity, which includes unrestricted cash and cash equivalentsof $93.8 million and available undrawn amounts under our working capital facilities of $913.3 million to finance working capitalrequirements.

We primarily use our cash to fund marine petroleum product purchases for resale to our customers. Except for transactions withour related company, Aegean Oil, in which we usually have extended unsecured trade credit, we obtain secured trade credit from oursuppliers against a standby letter of credit. In certain cases, we purchase quality marine petroleum products from certain suppliers atdiscounted prices with cash on or near delivery. Our ability to fund marine petroleum product purchases, obtain trade credit from oursuppliers and provide standby letters of credit is critical to the success of our business. Increases in oil prices negatively impact ourliquidity by increasing the amount of cash needed to fund marine petroleum product purchases as well as reducing the volume of marinepetroleum products which can be purchased on a secured credit basis from our suppliers.

We also use our cash to fund the acquisition or construction costs of vessels and our land-based storage terminal in Fujairah, aswell as to fund the maintenance cost of our vessels. The following table illustrates the cash paid for the acquisition and construction ofvessels, the construction of the Fujairah terminal and the cash paid for drydocking of our vessels for the years ended December 31, 2016,2015 and 2014.


(in thousands of U.S. dollars)Payments for vessel acquisitions 8,667 - 7,786Payments for vessel construction - 2,979 2,730Payments for drydocking 4,683 9,502 10,304Payments for other fixed assets under construction 2,587 5,391 61,405Payments for other fixed assets 177 771 7,955

We do not anticipate any payments for vessel construction in the coming years due to the completion of our newbuilding vessels.Currently, we have no bunkering tankers on order.

Currently, we intend to purchase only secondhand double hull bunkering tankers, which are generally more costly thansecondhand single hull bunkering tankers. Payments for drydocking are expected to remain the same during the year 2017.

We intend to fund our growth strategy, which may include further acquisitions of additional vessels or investments in otherenergy-related projects using either cash on hand and cash flow from operations or new long-term bank debt.

We anticipate that, assuming market conditions are consistent with our historical experience, cash on hand, internally generatedcash flow and borrowings under our credit facilities will be sufficient to fund our future expansion and our working capitalrequirements. In the future we may consider raising funds through additional equity or debt offerings, depending on our future businessplans.

Our beliefs, intentions, plans and expectations concerning liquidity and our ability to obtain financing are based on currentlyavailable information. To the extent this information proves to be inaccurate, or if circumstances change, future availability of trade creditor other sources of financing may be reduced and our liquidity would be adversely affected. Factors that may affect the availability oftrade credit, or other financing, include our performance, the state of worldwide credit markets, and our levels of outstanding debt. Inaddition, we may decide to raise additional funds to respond to competitive pressures or changes in market conditions, to fund futuregrowth, or to acquire vessels. We cannot guarantee that financing will be available when needed or desired, or on terms favorable to us.

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Cash Flow

Net Cash Used In/Provided By Operating Activities

Net cash used in operating activities was $47.6 million for the year ended December 31, 2016, compared to $49.7 millionprovided by operating activities for the same period in 2015. This decrease was mainly attributable to the fuel price increase at the closingof the period.

Net cash provided by operating activities was $49.7 million for the year ended December 31, 2015, compared to $182.2 millionfor the same period in 2014. This decrease was mainly attributable to the drop in fuel prices towards the end of the year ended December31, 2015 and the prepayments to oil suppliers.

Net Cash Used In Investing Activities

Net cash used in investing activities was $3.8 million for the year ended December 31, 2016, compared to $7.6 million forthe same period in 2015. During 2016, we paid $8.7 million in connection with the acquisition of our bunkering tanker, the Umnenga.Furthermore, we received net cash consideration of $8.5 million for the sale of our tankers, the Aegean Champion, the Sara and theAegean Princess, our bunkering barge, the Supporter 2, and our non-self-propelled bunkering barge, the PT25. Please refer to the tablein Note 7 to our consolidated financial statements included herein for more information.

Net cash used in investing activities was $7.6 million for the year ended December 31, 2015, compared to $59.5 million for thesame period in 2014. During 2015, we paid $3.0 million for the construction of our non-self-propelled tanker barge, the PT40, and $5.4million in connection with the construction of our storage facility in Fujairah. Furthermore, $1.5 million of restricted cash was releaseddue to revocation of letters of guarantees from port authorities.

Net Cash Provided By/Used In Financing Activities

Net cash provided by financing activities was $5.8 million for the year ended December 31, 2016, compared to $28.3 millionused in financing activities for the same period in 2015. This increase was mainly attributable to the issuance of our 4.25% ConvertibleUnsecured Senior Notes due 2021. During 2016, we paid $99.6 million to repurchase common stock from Mr. Melisanidis. See "Item7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Share Repurchase" for more information.Furthermore, during the year ended December 31, 2016, we paid financing costs of $8.1 million, and declared and paid dividends of $3.8million to our shareholders.

Net cash used in financing activities was $28.3 million for the year ended December 31, 2015, compared to $50.3 million for thesame period in 2014. This decrease was mainly due to our 4.00% Convertible Unsecured Senior Notes due 2018 and our new long termloan agreement that partly financed our working capital requirements. Furthermore, during the year ended December 31, 2015, we paidfinancing costs of $9.0 million, while we declared and paid dividends of $3.9 million to our shareholders.

C. Research and development, patents and licenses, etc.

Not applicable.

D. Trend information.

Declines in commodity and energy prices, together with slow economic growth globally, continue to impact the shippingmarkets, adversely affecting our business. These macroeconomic trends are complex and present both opportunities and risks for ourbusiness. Sustained low fuel prices as compared to previous years and limited volatility result in decreased per unit margins. We expectthat adverse conditions, specifically those in shipping markets, will continue into 2017.

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During the year ended December 31, 2016, our sales volume of marine fuel increased by 22.5%, as compared to the prior year,which was mainly due to increases in our trading sales, our operations in U.S. and our new service center in South Africa.

We plan to continue to expand our operations into new markets during 2017 and further diversify revenue and enhanceflexibility.

In addition to our bunkering operations, we market and distribute marine lubricants under the Alfa Marine Lubricants brand.Since 2011, we have built up an extensive production and distributing network in major and minor worldwide ports for our brand. Within2017, we expect to continue expanding our branded supply and we expect our sales volumes to increase, as we expand our market share.

Our success in attracting business has been due, in part, to our willingness to extend trade credit on an unsecured basis to ourcustomers after suitable credit analysis of them. Adverse changes in world credit markets may adversely affect our ability to do businesswith customers whose creditworthiness may no longer meet our criteria. Volatility in the price of marine fuel and lubricants may alsoaffect our working capital requirements.

E. Off-balance sheet arrangements.

We do not have any off-balance sheet arrangements.

F. Tabular disclosure of contractual obligations.

Contractual Obligations

The following table sets forth our contractual obligations as of December 31, 2016:

WithinOne Year

One toThree Years

Three toFive Years

More thanFive Years Total

(in millions of U.S. dollars)Long-term debt (excluding interest) - 94.6 150.0 - 244.6Long-term debt secured (excluding interest) 33.5 198.4 60.9 34.1 326.9Operating lease commitments 39.1 35.5 21.4 124.7 220.7Interest on long-term bank debt(1) 20.7 27.3 13.4 1.5 62.9Minimum purchase commitments(2) 45.4 - - - -Total 138.7 355.8 245.7 160.3 900.5

(1) Our long-term bank debt outstanding as of December 31, 2016 bears variable interest at margin over LIBOR. The calculationof variable rate interest payments is based on an actual weighted average rate of 3.83% for the year ended December 31, 2016,adjusted upward by 10 basis points for each year thereafter.

(2) In the normal course of business, we have entered into long-term contracts with reputable suppliers, such as government refineriesor major oil producers. The contractual commitments set forth in the above table include the minimum purchase requirementsin our contract with Aegean Oil. The minimum purchase requirements provided for in our contract with Aegean Oil have beencalculated by multiplying the minimum monthly volumes of marine fuel specified in the contract by an indicative market pricebased on quoted PLATTS prices as of December 31, 2016.

G. Safe harbor

Forward-looking information discussed in this Item 5 includes assumptions, expectations, projections, intentions and beliefsabout future events. These statements are intended as "forward-looking statements." We caution that assumptions, expectations,projections, intentions and beliefs about future events may and often do vary from actual results and the differences can be material.Please see the section entitled "Cautionary Statement Regarding Forward-Looking Statements" in this annual report.

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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

Set forth below are the names, ages and positions of our current directors and executive officers. Our board of directors is electedannually on a staggered basis, and each director holds office until his successor has been duly elected, except in the event of his death,resignation, removal or the earlier termination of his office. The business address of each of our executive officers and directors is 10Akti Kondili, 185 45 Piraeus, Greece.

Name Age PositionPeter C. Georgiopoulos 55 Chairman of the Board, Class B DirectorYiannis N. Papanicolaou 65 Class A DirectorKonstantinos D. Koutsomitopoulos 49 Class A DirectorJohn P. Tavlarios 55 Class B DirectorSpyridon Fokas 62 General Counsel and Corporate Secretary, Class B DirectorGeorge Konomos 78 Class C DirectorE. Nikolas Tavlarios 54 President and Principal Executive OfficerSpyros Gianniotis 56 Chief Financial Officer

Certain biographical information about each of these individuals is set forth below.

Peter C. Georgiopoulos has been the chairman of our board of directors since December 2006. Since 1997, Mr. Georgiopouloshas served as the chairman of the board of directors of General Maritime, a crude oil tanker company. Upon the completion of GeneralMaritime's merger with Navig8 Crude Tankers, Inc in May 2015, Mr. Georgiopoulos became the Chairman of the board of directors andChief Executive Officer of Gener8, the surviving company. From 1991 to 1997, Mr. Georgiopoulos was the principal of Maritime EquityManagement, a vessel-owning and investment company that he founded in 1991. Mr. Georgiopoulos is a member of the American Bureauof Shipping. Mr. Georgiopoulos holds a master's degree in business administration from the Tuck School of Business at DartmouthCollege and he is a member of the Board of Overseers of the Tuck School.

Yiannis N. Papanicolaou has served as a member of our board of directors since December 2006. Mr. Papanicolaou serves as thechairman of our compensation committee and a member of our audit and nominating and corporate governance committees. Since 2004,Mr. Papanicolaou has been an independent consultant to various companies. From 1998 to 2004, Mr. Papanicolaou served as DirectorGeneral of the International Center for Black Sea Studies and from 1997 to 2005 as Alternate Governor of Greece at the Black Sea Tradeand Development Bank. Between 1989 and 1996, Mr. Papanicolaou was employed as an independent consultant to various companies.Prior to that, Mr. Papanicolaou had a career in government where he served, among other positions, as Chief Economic Advisor to thePrime Minister of Greece, Chairman of the Council of Economic Advisors to the Ministry of National Economy and Special Advisor tothe Minister of Foreign Affairs of the Hellenic Republic. Mr. Papanicolaou has studied economics at the National University of Athens,the London School of Economics and the London Graduate School for Business Studies.

Konstantinos D. Koutsomitopoulos has served as a member of our board of directors since May 2008. Mr. Koutsomitopoulosalso serves as chairman of our nominating and corporate governance committee and a member of our audit and compensation committees.Mr. Koutsomitopoulos currently serves as an independent consultant to various companies. From October 2004 to May 2007, Mr.Koutsomitopoulos was employed at Diana Shipping Inc. (NYSE:DSX). While at Diana Shipping, he served as President and Head ofCorporate Development from March 2006 to May 2007, and as Chief Financial Officer and Treasurer from February 2005 to March 2006.Mr. Koutsomitopoulos joined Pegasus Shipping Inc. in 1992 and from 1997 to 2003 was responsible for chartering, sales and purchasing,and assisting in financing activities of the company, holding the positions of Chief Executive Officer and, subsequently, Director. Mr.Koutsomitopoulos holds a bachelor's degree in economics from the University of Athens and a master's degree in shipping, trade andfinance from City University Business School in London.

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John P. Tavlarios has served as a member of our board of directors since December 2006. Mr. Tavlarios is currently the chiefoperating officer of Gener8. Prior to the merger between General Maritime and Navig8, Mr. Tavlarios served as General Maritime'schief executive officer from July 2011 until May 2015 and its president and director from December 2008 until July 2011. Mr. Tavlarioshas also served as executive vice president of General Maritime from its inception in 1997 until January 2000, and president and chiefoperating officer of the company from May 2001 until December 31, 2002. Following an internal reorganization of General Maritime,which took effect at the close of business on December 31, 2002 through December 2008, Mr. Tavlarios was chief executive officerof its tanker operating subsidiary, General Maritime Management LLC. From 1995 to 1997, Mr. Tavlarios was affiliated with MaritimeEquity Management, a vessel-owning and investment company, where he served as director of marine operations. From 1992 to 1995, Mr.Tavlarios was president and founder of Halcyon Trading Company, a consulting firm specializing in international business developmentwith a particular emphasis on the international oil industry. From 1984 to 1992, Mr. Tavlarios was employed by Mobil Oil Corporation,spending most of his tenure in the marine operations and the marketing and refining divisions. Prior to 1984, Mr. Tavlarios was involvedin his family's shipping business, assisting in marine operations. Mr. Tavlarios is a member of the American Bureau of Shipping, theDet Norske Veritas North American Committee, the Skuld board of directors, the Directors Committee and the North American Panelof INTERTANKO, the organization of independent tank owners and on the Board of Trustees of the Seaman's Church Institute. Mr.Tavlarios holds a master's degree in business administration from St. John's University. Mr. Tavlarios is the brother of Mr. E. NikolasTavlarios, our President and Principal Executive Officer.

Spyridon Fokas has been a member of our board of directors since June 2005. Mr. Fokas has also served as our General Counseland as our Corporate Secretary since June 2005. Mr. Fokas currently is an attorney at S. Fokas – B. Koumbiadou Law Offices. Mr. Fokashas been practicing maritime law since 1982 and has represented the Company since 1998. Mr. Fokas is a member of the Greek MaritimeLaw Association and the Hellenic Society of Maritime Lawyers. Mr. Fokas holds a law degree from the University of Athens School ofLaw and has undertaken post-graduate studies in shipping law at the University College London.

George Konomos has served as a member of our board of directors and as the chairman of our audit committee since November2008. Mr. Konomos is also a member of our compensation and our nominating and corporate governance committee. Currently, Mr.Konomos is a Senior Advisor with Latigo Partners L.P., an alternative asset manager, which he joined in 2005. From 2000 to 2005, Mr.Konomos was the Co-Portfolio Manager at Mellon-HBV Rediscovered Opportunities Fund. Mr. Konomos' experience prior to joiningMellon-HBV includes 11 years as an Investment Manager at Baker Nye Investments, service as a senior advisor to the World Bank onprivatizations and financial restructurings of state-owned companies and a 14-year career in investment banking at Lehman Brothers andSamuel Montague & Co. Mr. Konomos also served as a director of General Maritime until May 2012. Mr. Konomos holds a bachelor'sdegree in economics from the University of Arizona, a master's degree in economics from American University and a juris doctor degreefrom George Washington University Law School.

E. Nikolas Tavlarios has served as our President and Principal Executive Officer since December 2006. From 2003 to 2006, Mr.Tavlarios served as Vice President of General Maritime Management LLC, a tanker operating subsidiary of Gener8, where he oversawbusiness development and maintained relationships with commercial representatives of major oil companies. From 2000 to 2003, Mr.Tavlarios was Vice President of Sales and Administration at Universal Services Group. From 1998 to 2000, Mr. Tavlarios served asExecutive Director of Rockefeller Center for Tishman Speyer Properties. Prior to 1998, Mr. Tavlarios was a Surveyor for the AmericanBureau of Shipping. Mr. Tavlarios is a member of the American Bureau of Shipping and of the Det Norske Veritas (DNV) NorthAmerican committee. Mr. Tavlarios holds a bachelor's degree in marine transportation from State University of New York MaritimeCollege and a master's degree in business administration from St. John's University. Mr. Tavlarios is the brother of John P. Tavlarios.

Spyros Gianniotis has served as our Chief Financial Officer since September 2008. Prior to joining our Company, Mr. Gianniotisserved as the Head of Shipping at Piraeus Bank SA, holding the title of Assistant General Manager. From 2001 to 2005, Mr. Gianniotisserved on the board of Capes Investment Corporation, a privately-owned drybulk company. Between 1989 and 2001, Mr. Gianniotis helda number of positions, both in New York and Athens, within corporate and shipping finance at Citigroup. He holds a bachelor's degreein economics and sociology from Queens College (CUNY), a master's degrees in transportation management from Maritime College(SUNY) and in business administration from Wagner College, New York, and an executive certificate from Pace University.

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B. Compensation

The aggregate annual compensation paid to our executive officers for the year ended December 31, 2016 was $1.8 million. Wealso paid $0.3 million to our non-executive directors during the year ended December 31, 2016. Furthermore, our executive officers anddirectors received an aggregate of 1,110,000 nonvested shares pursuant to our equity incentive plan during the year ended December 31,2016. In addition, each director is reimbursed for out-of-pocket expenses incurred attending any meeting of the board of directors or anycommittee of the board of directors. We do not maintain a medical, dental or retirement plan for our directors. Officers who also serve asdirectors do not receive additional compensation for their services as directors.

C. Board Practices

Our board of directors is comprised of the six directors named above. Our board of directors is divided into three classes, ClassA, Class B and Class C, as nearly equal in number as possible, with each director serving a three-year term and one class being elected ateach year's annual meeting of shareholders. The term of our Class B directors expires in 2017, the term of our Class C director expires in2018 and the term of our Class A directors expires in 2019.

We do not maintain a service contracts with any of our directors providing for benefits upon termination of employment.

Committees of the Board of Directors

The standing committees of our board of directors consist of an audit committee, a compensation committee and a nominatingand corporate governance committee. Each of our standing committees is comprised of independent members of our board of directors.In addition, special committees may be established under the direction of our board of directors when necessary to address specific issues.

Audit Committee

Our audit committee is comprised of three independent members of our board of directors. The committee is responsible for,among other things, (i) the appointment, replacement, compensation, evaluation and oversight of the work of the independent auditorsto be retained to audit our annual consolidated financial statements and review our quarterly consolidated financial statements, (ii)reviewing the annual audit consolidated financial statements and quarterly consolidated financial statements and discussing them withmanagement and the independent auditors; and (iii) providing oversight to our accounting and financial reporting principles, policies,controls, procedures and practices. Our audit committee is comprised of Messrs. Konomos, Koutsomitopoulos and Papanicolaou. Mr.Konomos serves as the chairman of the audit committee.

Compensation Committee

Our compensation committee is comprised of three independent members of our board of directors. The committee isresponsible for, among other things, determining compensation for our executive officers and administering our 2015 Equity IncentivePlan. Our compensation committee is comprised of Messrs. Papanicolaou, Koutsomitopoulos and Konomos. Mr. Papanicolaou serves asthe chairman of the compensation committee.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is comprised of three independent members of our board of directors.The committee is responsible for, among other things, identifying and recommending qualified candidates for board membership toour board of directors. Our nominating and corporate governance committee is comprised of Messrs. Koutsomitopoulos, Konomos andPapanicolaou. Mr. Koutsomitopoulos serves as the chairman of the nominating and corporate governance committee.

D. Employees

The following table reflects the number of our crews and salaried employees for the periods indicated.


Shipboard personnel 612 645 646Shoreside personnel 379 332 314



Total 991 977 960

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Our Greek, United States, Spanish and Belgian shoreside employees are subject to national collective bargaining agreements,which set minimum standards of their employment. Our Greek shipboard personnel are also subject to these standards. Our Filipino,Russian, Singapore and Romanian crew members are subject to a collective bargaining agreement with the Philippine, Russian, Singaporeand Romanian governments, respectively, that sets their minimum standards of employment. We consider our employee relations to besatisfactory.

Our full-time Greek, United States, Spanish and Belgian shoreside employees are covered by state-sponsored pension funds forwhich we are required to contribute a portion of the monthly salary of these employees. Upon retirement of these employees, the state-sponsored pension funds are responsible for paying the employee's retirement benefits and we have no obligation to pay these benefits.However, under Greek labor legislation, we are required to pay a lump sum as a retirement benefit, based on the salary and the years ofemployment, for certain of our Greek employees. Our crew members are employed under short-term contracts and we are not liable forany of their pension or post-retirement benefits.

E. Share ownership

The common shares beneficially owned by our directors and senior managers are disclosed in "Item 7. Major Shareholders andRelated Party Transactions—A. Major Shareholders" below.

Equity Incentive Plan

In March 2015, we adopted an equity incentive plan, which we refer to as the 2015 Equity Incentive Plan, which replaced infull our previous 2006 Amended and Restated Equity Incentive Plan. We have reserved a total of 5,091,402 shares of common stockfor issuance under the 2015 Equity Incentive Plan, consisting of 91,402 common shares that remained unissued under the 2006 EquityAmended and Restated Incentive Plan plus an additional 5,000,000 common shares. The compensation committee of our board ofdirectors administers the 2015 Equity Incentive Plan. Under the terms of the 2015 Equity Incentive Plan, the compensation committeemay grant new options exercisable at a price per common share to be determined by our board of directors but in no event less thanfair market value as of the date of grant. The 2015 Equity Incentive Plan also permits our compensation committee to award restrictedstock, restricted stock units, non-qualified stock options, stock appreciation rights, dividend equivalent rights, unrestricted stock, andperformance shares. The 2015 Equity Incentive Plan expires in March 2025, or ten years from its adoption. As of the date of this annualreport, we have issued an aggregate of 1,753,000 restricted shares pursuant to the 2015 Equity Incentive Plan, subject to applicablevesting restrictions.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major shareholders.

The following table presents certain information regarding (1) the beneficial owner of more than 5% of the shares of commonstock and (2) the total amount of common stock beneficially owned by all of our directors and executive officers, other than Mr.Georgiopoulos, as a group in each case as of May 12, 2017.

Number Percentage*Peter C. Georgiopoulos 5,420,250 13.7%Senvest Management, LLC(1) 4,713,135 11.9%Towle & Co.(2) 2,226,678 5.6%Other directors and executive officers as a group** 1,164,953 3.0%_________________* Based on 39,446,322 shares outstanding as of May 12, 2017.** Individually own less than 1% of our outstanding common shares.(1) The beneficial ownership is based on the latest available filing made with the SEC on Schedule 13G/A on February 13, 2017,

which reported shared voting and dispositive power over the shares with Richard Mashaal. The business addresses of SenvestManagement, LLC and Richard Mashaal, as reported on the Schedule 13G/A filed with the SEC on February 13, 2017, is 540Madison Avenue, 32nd Floor, New York, New York 10022 and c/o Senvest Management, LLC, 540 Madison Avenue, 32nd Floor,New York, New York 10022, respectively.

(2) The beneficial ownership is based on the latest available filing made with the SEC on Schedule 13G/A on February 14, 2017. Thebusiness addresses of Twole & Co., as reported on the Schedule 13G/A filed with the SEC on February 14, 2017, is 1610 DesPeres Road, Suite 250, St. Louis, MO 63131.



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On September 15, 2016, we repurchased 11,303,031 of our common shares that were beneficially owned by our then founderand head of corporate development, Mr. Dimitris Melisanidis (individually and through Leskira Holdings Co. Limited, or Leskira). Thetransaction was approved by an independent committee of our board of directors. The total repurchase represented approximately 22%of our common shares then outstanding. Additionally, 12 West Capital Management, LLC, which previously reported on Schedule 13Gas being the beneficial owner of 4,445,127 of our common shares as of December 31, 2015, reported on Schedule 13G/A filed with theSEC on February 14, 2017 that it no longer beneficially owned any of our common shares as of December 31, 2016.

Our principal shareholders will have the same voting rights as other holders of our shares of common stock.

As of May 12, 2017, we had 99 shareholders of record, 19 of which were located in the United States and held an aggregateof 38,570,825 shares of our common stock, representing approximately 98% of our outstanding shares of common stock. However,one of the U.S. shareholders of record is Cede & Co., a nominee of The Depository Trust Company, which held 36,686,950 shares ofour common stock, as of May 12, 2017. Accordingly, we believe that the shares held by Cede & Co. include shares of common stockbeneficially owned by both holders in the United States and non-U.S. beneficial owners. We are not aware of any arrangements theoperation of which may at a subsequent date result in our change of control.

B. Related party transactions.

Share Repurchase

On September 15, 2016, we repurchased 11,303,031 of our common shares that were beneficially owned by our then founderand head of corporate development, Mr. Dimitris Melisanidis. The transaction was approved by an independent committee of our boardof directors. As of the same date, Mr. Melisanidis stepped down from his role as head of corporate development. Under the terms of thetransaction, we repurchased the shares at a price of $8.81 per share, based on the close of trading on August 16, 2016. The total repurchaserepresented approximately 22% of our shares then outstanding.

Aegean Oil S.A.

Marine Fuel Supply Service Agreement. On April 1, 2005, we entered into a marine fuel supply service agreement with AegeanOil, a related company owned and controlled by members of the family of Mr. Melisanidis, our founder, former head of corporatedevelopment and former major shareholder. Aegean Oil is engaged in the downstream gasoline market in Greece and is licensed as atrader and physical supplier of marine petroleum products in Greece. Aegean Oil is managed by a full-time executive team and hasno common management with us. Under the terms of this agreement, Aegean Oil sells and delivers marine petroleum products to ourcustomers within Greek territorial waters. Under the agreement, as amended and supplemented, we must purchase a minimum, andAegean Oil must sell up to a maximum, quantity of marine petroleum products. Aegean Oil sells the marine petroleum products at anamount equal to its purchase costs from selected Greek refineries plus a margin. Payments are made within 30 calendar days from the dateof receipt of the invoices, with a penalty of 10% imposed on late payments. Under this agreement, we are required to provide securityby way of a standby letter of credit or other mutually acceptable guarantee in relation to any outstanding balance. This agreement wasrenewed until December 31, 2017, unless any of the following situations occur prior to the termination date: (i) Aegean Oil's petroleumtrading license terminates or is revoked by the Greek authorities, in which case Aegean Oil may elect to terminate the agreement; (ii) uponthe breach by any party in the performance of any of its obligations, as defined in the agreement, in which case the non-breaching partymay elect to terminate the agreement; or (iii) upon the liquidation or bankruptcy of any party, in which case the agreement terminatesautomatically.

During the years ended December 31, 2016, 2015, and 2014, we purchased marine petroleum products from Aegean Oil in theamount of $63.8 million, $134.0 million, and $342.7 million respectively.

Additionally, during the years ended December 31, 2016, 2015 and 2014, we purchased marine petroleum products of $0.2million, $0.2 million and $1.4 million, respectively, that were consumed in connection with our voyage revenues and are included "costof voyage revenues - related companies" in the accompanying consolidated statements of income. During the years ended December31, 2016, 2015, and 2014, purchases of marine petroleum products of amounts $0.7 million, $0.8 million, and $1.7, respectively, wereincluded in the selling and distribution expenses in the accompanying consolidated statements of income.

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Voyage Revenues: During the year ended December 31, 2016, several of our vessels were employed under contracts with AegeanOil and we recorded revenue of $5.9 million in aggregate under these contracts.

License Agreement. On December 8, 2006, we entered into a trademark license agreement with Aegean Oil pursuant to whichAegean Oil granted us a non-transferable, non-exclusive, perpetual (subject to termination for material breach), world-wide, royalty-freeright and license to use certain trademarks related to the Aegean logo and "Aegean Marine Petroleum" in connection with marine fuelsupply services.

Aegean Shipping Management S.A.

We conduct transactions with Aegean Shipping Management and certain vessel-owning companies, or collectively AegeanShipping, which are related companies owned and controlled by members of Mr. Melisanidis' family. Aegean Shipping is the ownerand operator of an international shipping of fleet tankers which are chartered out in the international spot markets. Aegean Shipping ismanaged by a full-time executive team and has no common management with us. Aegean Shipping purchases marine fuel and lubricantsfrom us. Our sales of marine petroleum products to Aegean Shipping for the years ended December 31, 2016, 2015 and 2014 amountedto $1.5 million, $1.7 million and $7.7 million, respectively. We also incurred hire charges related to cargo transportation from AegeanShipping for the years ended December 31, 2016, 2015, and 2014 in the of amounts of $0, $0 million and $1.4 million, respectively.

Leveret International Inc. and AMPNInvest LLC

Registration Rights Agreement. On December 13, 2006, we entered into a registration rights agreement with Leveret andAMPNInvest LLC, our then-existing shareholders, pursuant to which we granted Leveret and AMPNInvest LLC, and certain of itstransferees, the right, under certain circumstances and subject to certain restrictions, including restrictions included in the lock-upagreements, to require us an aggregate of three times to register under the Securities Act shares of our common stock held by Leveret(which no longer has any registrable shares) and Messrs. Georgiopoulos and John Tavlarios, AMPNInvest LLC's successors-in-interest.Under the registration rights agreement, Messrs. Georgiopoulos and John Tavlarios have the right to request us an aggregate of threetimes to register the sale of shares held by each of them on their behalf and may require us to make available shelf registration statementspermitting sales of shares into the market from time to time over an extended period. In addition, Messrs. Georgiopoulos and Tavlarioshave the ability to exercise certain piggyback registration rights. All expenses relating to registration will be borne by the Company.

Aegean V

Bunkering Agreement. In 2011, we entered into separate contracts with Aegean V, which is owned and controlled by relativesof Mr. Dimitris Melisanidis, pursuant to which two of our vessels, the Amorgos and the Karpathos, provide freight services to Aegean V.Under these agreements, we earned revenue based on the distance our vessels travel and the volumes they transport. For the years endedDecember 31, 2016, 2015, and 2014, our aggregate revenue under these contracts was $0, $0 million and $1.8 million, respectively.

Aegean VIII

Bunkering Agreement. During the years ended December 31, 2016 and 2015, we employed two of our vessels, the Naxos andthe Karpathos, under agreements with Aegean VIII, which is owned and controlled by relatives of Mr. Dimitris Melisanidis. During theyear ended December 31, 2014, we employed three of our vessels, the Amorgos, the Naxos and the Karpathos, under agreements withAegean VIII. Under these agreements, we earn revenue based on the distance our vessels travel and the volumes they transport. For theyears ended December 31, 2016, 2015 and 2014, our aggregate revenue under these contracts was $5.3 million, $5.3 million, and $3.4million, respectively.

Gener8 Maritime, Inc. (formerly, General Maritime Corporation)

Sale of Marine Petroleum Products to Gener8 Maritime, Inc. (formerly, General Maritime Corporation). Gener8, a tankercompany, purchases marine fuel and lubricants from us. Mr. Georgiopoulos, the Chairman of our board of directors and our shareholder,serves as Chairman of the board of directors and Chief Executive Officer of Gener8 and Mr. John Tavlarios, our director and shareholder,is the Chief Operating Officer of Gener8. Our sales of marine petroleum products to Gener8 for the years ended December 31, 2016,2015, and 2014 amounted to $6.1 million, $7.6 million and $7.2 million, respectively. We also use Gener8 vessels for transportation ofour cargo and incurred hire charges from Gener8 for the years ended December 31, 2016, 2015, and 2014 amounting to $0, $0.2 millionand $1.5 million, respectively.

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Unique Tankers

Sale of Marine Petroleum Products to Unique Tankers. Unique Tankers, a tanker pool, purchases marine fuel and lubricants fromus. Unique Tankers is a fully owned subsidiary of Gener8. During 2015, Gener8 transitioned the employment of all of its vessels out ofthe Unique Tanker pool. Our sales of marine petroleum products to Unique Tankers for the years ended December 31, 2016, 2015, and2014 amounted to $0 million, $1.2 million and $9.9 million, respectively.

Melco S.A.

During the year ended December 31, 2016, 2015 and 2014, we sold to Melco, a company owned and controlled by membersof Mr. Melisanidis' family, marine petroleum products in the amount of $0, $0, and $3.7 million, respectively. During the years endedDecember 31, 2016, 2015 and 2014, we also purchased from Melco marine petroleum products of amount $0.1 million, $2.7 million and$5.9 million, respectively.

Grady Properties Corporation SA

On October 24, 2016, AMP, our wholly-owned subsidiary, entered into a loan agreement with Grady Properties Corporation SA,a company owned by relatives of Mr. Dimitris Melisanidis, for an amount up to $25 million. Please see "Item 5. Operating and FinancialReview and Prospects—B. Liquidity and Capital Resources—Credit Facilities" for more information.

Other Companies

The amounts due from other companies affiliated with Mr. Peter C. Georgiopoulos were $0 million, $0.19 million, and $0.23million as of December 31, 2016, 2015, and 2014, respectively.

The amounts due from other companies owned by Mr. Dimitris Melisanidis or his relatives were $1.34 million, $0.61 million,and $0.47 million as of December 31, 2016, 2015, and 2014, respectively.

The amounts due to other companies owned by Mr. Dimitris Melisanidis or his relatives were $1.29 million, $1.16 million, and$0.76 million as of December 31, 2016, 2015, and 2014, respectively.

Sales of marine petroleum products to other companies of Mr. Peter C. Georgiopoulos were $0.63 million, $1.01 million, and$2.84 million for the years ended December 31, 2016, 2015, and 2014, respectively.

Sales of marine petroleum products to other companies of Mr. Dimitris Melisanidis or his relatives were $0.31 million, $0.19million, $0 for the years ended December 31, 2016, 2015, and 2014, respectively.

Voyage and other revenues from other companies owned by Mr. Dimitris Melisanidis or his relatives were $0.10 million, $0.10million and $0.11 million as of December 31, 2016, 2015 and 2014, respectively.

Other Related Party Transactions

Office Lease. We lease our head offices at 10, Akti Kondili, Piraeus, 18545 from Aegean Warehouse, which is owned andcontrolled by members of the family of Mr. Dimitris Melisanidis. Mr. Melisanidis may also be deemed a control person of AegeanWarehouse for U.S. securities law purposes, but Mr. Melisanidis disclaims such control. We pay a monthly rate of approximately$60,000 under the rental agreement, which expires on March 2023. During the year ended December 31, 2016, 2015 and 2014, we paidapproximately $0.6 million, $0.6 million and $0.7 million under the agreement.

We also lease an office at 299 Park Avenue, New York, New York 10171, from Gener8 (formerly, General Maritime), whichexpires in on December 2017. We pay an average monthly rental, which includes services that Gener8 provides for us, of approximately$16,500. During the years ended December 31, 2016, 2015 and 2014, we paid approximately $0.2 million, $0 million and $0 million,respectively under the agreement.

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Legal Services. We have retained Mr. Spyridon Fokas, our director, general counsel and corporate secretary, to provide legalservices from time to time. The legal services rendered by Mr. Fokas' firm included advice on general corporate formation matters as wellas ship and corporate financings.

Fujairah in-land storage facility: In July 2010, Mr. Melisanidis, our founder, former head of corporate development and formermajor shareholder, transferred to us, for no consideration, all of the shares of Aegean Oil Terminal Corporation, a company that possessesa 25-year terminal lease agreement with the Municipality of Fujairah. The lease agreement may be automatically renewed for anadditional 25 years. We completed the construction of the new facility in the fourth quarter of 2014. We have paid $205.3 million, net ofcapitalized interest, for construction and other related costs during the construction period.

Vessel disposals. On September 9, 2016, we sold the vessel Aegean Princess to a related company owned by relatives of Mr.Dimitris Melisanidis. The loss on the sale of this vessel of $3.9 million is included under the loss on sale of vessels, net in our consolidatedstatements of income. As of December 31, 2016, the amount due from the sale was $0.4 million and is included in the other receivablesfrom related parties.

C. Interests of experts and counsel.

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

See "Item 18. Financial Statements."

Legal Proceedings

In the ordinary course of business, we may be subject to legal proceedings and claims for damages or penalties relating to,among other things, personal injury, property casualty and environmental contamination. We expect that these claims will be coveredby our insurance policies, subject to customary deductibles. While these claims (even if lacking merit), could result in the expenditureof significant financial and managerial resources. In the opinion of management, our liability (if any) under any pending litigationor administrative proceedings (other than as set forth below), even if determined adversely, would not materially affect our financialcondition, results of operations or cash flows.

In November 2005, an unrelated party filed a declaratory action against one of our subsidiaries before the First Instance Courtof Piraeus, Greece. The plaintiff asserted that he was instrumental in the negotiation of our eight-year fuel purchase agreement with agovernment refinery in Jamaica and sought a judicial affirmation of his alleged contractual right to receive a commission of $0.01 permetric ton of marine fuel over the term of the contract. In December 2008, the First Instance Court of Piraeus dismissed the plaintiff'saction as vague and inadmissible, however we appealed that decision on the grounds that there was no contract between the Companyand the plaintiff and that the court lacked jurisdiction. While the action was pending in Greece, the plaintiff commenced a new actioninvolving the same cause of action before the Commercial Court of Paris, France, which dismissed that action in June 2009. The plaintiff'sappeal of the dismissal was denied by the Paris Court of Appeal in February 2010. In January 2012, the plaintiff commenced a new actionrelating to the same allegations before the Commercial Court of Paris, which was dismissed on June 27, 2012 in favor of the competenceand jurisdiction of the Greek courts. In July 2012, the plaintiff filed a "contredit," an appeal procedure under French law. In November2013, the Court held that there is no matter pending in Greece that would allow the French courts to decline jurisdiction to the benefit ofthe Greek proceedings. As a result, the case is to return to the Commercial Court of Paris which should have to examine the admissibilityof plaintiff's claim in France. The relevant pleadings were issued on December 18, 2015. According to its decision the French Court heldthat the plaintiff is entitled to a part compensation based on a half of its claim fee of $0.01 per metric ton sold but limited to the amountof $0.7 million with respect to the years 2005 to 2008. The Judgement is enforceable subject to the submission by the plaintiff to AMP ofa bank guarantee as counter-security covering the reimbursement to AMP of the said sum plus interest. Until now the plaintiff has beenunable to submit a properly worded bank guarantee. Both AMP and the plaintiff have also filed contrary appeals of the decision issued.Both parties have now submitted their respective pleadings, but the relevant pleading has not yet been scheduled. We believe that thisclaim lacks in merit and that the outcome of this lawsuit will not have a material effect on the Company.



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On December 18, 2014, we and Aegean Bunkering (USA) LLC, or the Aegean Parties, filed a one-count complaint for breach ofcontract against Hess Corporation, or Hess, in New York Supreme Court, New York County (653887/2014), alleging that Hess breachedcertain express representations and warranties in representing its financial condition in an agreement pursuant to which Hess sold itsbunker oil business to Aegean Bunkering (USA) LLC, or the Agreement. In the complaint, the Aegean Parties sought approximately $28million in compensatory damages, exclusive of interest and costs. On February 9, 2015, Hess filed an answer to the complaint. During thecourse of discovery, through co-counsel Boies Schiller & Flexner LLP, the Aegean Parties filed a motion for leave to amend the complainton December 15, 2015. The proposed amended complaint added a claim for fraud and fraudulent inducement in connection with theAgreement, seeking approximately $127 million in compensatory damages, exclusive of interest and costs, and punitive damages in anamount to be determined at trial. On Hess's consent, the Aegean Parties' motion to amend the complaint was granted on January 15, 2016.On February 3, 2016, Hess filed a motion to dismiss the amended complaint in part, specifically, the fraud and fraudulent inducementclaim and portions of the contract claim. The Aegean Parties' responded to the motion to dismiss on March 4, 2016, and Hess submittedits reply thereafter. On March 31, 2017, the Aegean Parties have filed with the Court a Notice of Issue to request a trial date. The partieshave continued with discovery and await a decision from the Court. We are not in a position to comment further on this matter at thistime.

We have supplied bunkers through agreements with various entities of the O.W. Bunker, which filed for bankruptcy in November2014. We issued notice to members of the O.W. Bunker for the request of payment for the value of the bunkers supplied. Our exposure forthese supplies amounts to $5.0 million, of which $2.9 million is recorded as a provision for doubtful accounts in our consolidated balancesheets. We believe that the respective members of the O.W. Bunker were never the rightful owners of the bunkers and are currently tryingto work out escrow or other practical solutions with the end users. We expect to recover the amount of at least $2.0 million.

Our subsidiary, Aegean Oil Terminal Corporation, or AOTC, has provided storage facilities through agreements to AlcoShipping Services LLC, or Alco Shipping, Alco Fuel Trading LLC or Alco Trading, House of Gas Trading DMCC, or House of Gas,and SeaCrest Refined Oil Products Trading LLC, or SeaCrest. In breach of their obligations under their agreements, Alco Shipping, AlcoTrading, House of Gas and SeaCrest failed to deliver any products to the terminal and to pay the invoices in the principal sum of $2.0million. Following various demands for payment and in the absence of payments, AOTC has terminated the agreements and commencedlegal proceedings against Alco Trading, Alco Shipping and House of Gas in the High Court of London. Sea Crest has issued and deliveredto AOTC checks as security of payment of the outstanding invoices but since these bounced due to lack of funds, AOTC has filed criminalcharges against the company. We have recorded in our books a provision for the full amount due by the above companies.

Various claims, suits, and complaints, including those involving government regulations, arise in the ordinary course of business.In addition, losses may arise from disputes with charterers, agents, insurance carriers and other claims with suppliers relating to theoperations of our vessels. Currently, management is not aware of any such claims or contingent liabilities for which a provision shouldbe established in the accompanying consolidated financial statements.

Dividend Policy

Our policy is to pay regular cash dividends on a quarterly basis on shares of our common stock so long as we have sufficientcapital or earnings to do so. While we cannot assure you that we will continue to do so in the future, and subject to, among other things,legal requirements, our ability to obtain financing on terms acceptable to us and our ability to satisfy financial covenants contained in ourfinancing arrangements, we paid dividends of $0.02 per share with respect to the first, second, third and fourth quarters of 2016 and 2015,respectively. We anticipate retaining most of our future earnings, if any, for use in our operations and the expansion of our business. Anyfurther determination as to dividend policy will be made by our board of directors and will depend on a number of factors, including therequirements of Marshall Islands law, our future earnings, capital requirements, financial condition and future prospects and such otherfactors as our board of directors may deem relevant.

Marshall Islands law generally prohibits the payment of dividends other than from surplus, when a company is insolvent or ifthe payment of the dividend would render the company insolvent.

In addition, we may incur expenses or liabilities, including extraordinary expenses, which could include costs of claims andrelated litigation expenses, or be subject to other circumstances in the future that reduce or eliminate the amount of cash that we haveavailable for distribution as dividends or for which our board of directors may determine requires the establishment of reserves. Our boardof directors may determine to finance our growth with cash from operations, which would reduce or even eliminate the amount of cashavailable for the payment of dividends.

Our ability to pay dividends is also subject to our ability to satisfy financial covenants contained in our financing arrangements.See "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Credit Facilities."



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B. Significant Changes.

There have been no significant changes since the date of the annual consolidated financial statements included in this report.

ITEM 9. OFFER AND THE LISTING

A. Offer and Listing Details.

Shares of our common stock commenced trading on the NYSE on December 8, 2006 under the symbol "ANW."

The following table sets forth the high and low closing prices of our shares of common stock on the NYSE for the periodsindicated below.

For the Fiscal Year Ended High LowDecember 31, 2012 $ 7.85 $ 4.30December 31, 2013 $ 12.62 $ 5.73December 31, 2014 $ 14.02 $ 7.29December 31, 2015 $ 15.53 $ 6.54December 31, 2016 $ 12.45 $ 5.21

For the Quarter EndedMarch 31, 2015 $ 14.99 $ 13.19June 30, 2015 $ 15.53 $ 12.35September 30, 2015 $ 12.56 $ 6.54December 31, 2015 $ 9.53 $ 6.73March 31, 2016 $ 8.29 $ 6.19June 30, 2016 $ 8.40 $ 5.50September 30, 2016 $ 10.78 $ 5.21December 31, 2016 $ 12.45 $ 8.15March 31, 2017 $ 12.05 $ 9.80

For the Month:November 2016 $ 11.25 $ 8.15December 2016 $ 12.45 $ 10.05January 2017 $ 11.40 $ 10.30February 2017 $ 11.30 $ 9.80March 2017 $ 12.05 $ 10.40April 2017 $ 12.95 $ 11.15May (through May 12, 2017) $ 11.30 $ 10.20

B. Plan of Distribution

Not applicable

C. Markets.

Shares of our common stock are trading on the NYSE under the symbol "ANW."

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

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F. Expenses of the Issue

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A. Share capital.

Not applicable.

B. Memorandum and Articles of Association.

Our amended and restated articles of incorporation have been filed as exhibit 3.1 to the Registration Statement on Form F-1(Registration No. 333-129768) with the SEC on November 17, 2005. Our second amended and restated bylaws have been filed as exhibit1.3 to our Annual Report on Form 20-F for the year ended December 31, 2015 with the SEC on April 28, 2016. The information containedin these exhibits is incorporated by reference herein.

Below is a summary of the description of our capital stock, including the rights, preferences and restrictions attaching to eachclass of stock. Because the following is a summary, it does not contain all information that you may find useful. For more completeinformation, you should read our amended and restated articles of incorporation and amended and restated bylaws, which are incorporatedby reference herein.

Purpose

Our purpose, as stated in our amended and restated articles of incorporation, is to engage in any lawful act or activity for whichcorporations may now or hereafter be organized under the BCA. Our amended and restated articles of incorporation and second amendedand restated bylaws do not impose any limitations on the ownership rights of our shareholders.

Authorized Capitalization

Under our amended and restated articles of incorporation, our authorized capital stock consists of 100,000,000 shares of commonshares, par value $0.01 per share, of which 39,446,322 shares were issued and outstanding as of May 12, 2017 and 25,000,000 preferredshares, par value $0.01 per share, of which no shares are issued and outstanding.

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Description of Common Shares

Each outstanding common share entitles the holder to one vote on all matters submitted to a vote of shareholders. Subject topreferences that may be applicable to any outstanding shares of preferred shares, holders of shares of common shares are entitled toreceive ratably all dividends, if any, declared by our board of directors out of funds legally available for dividends. Upon our dissolutionor liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditorsand to the holders of shares of our preferred shares having liquidation preferences, if any, the holders of our shares of common shareswill be entitled to receive pro rata our remaining assets available for distribution. Holders of our shares of common shares do not haveconversion, redemption or preemptive rights to subscribe to any of our securities. The rights, preferences and privileges of holders ofshares of common shares are subject to the rights of the holders of any preferred shares that we may issue in the future.

Description of Preferred Shares

Our amended and restated articles of incorporation authorize our board of directors to establish one or more series of preferredshares and to determine, with respect to any series of preferred shares, the terms and rights of that series, including the designation ofthe series, the number of shares of the series, the preferences and relative, participating, option or other special rights, if any, and anyqualifications, limitations or restrictions of such series, and the voting rights, if any, of the holders of the series.

We have designated 100,000 preferred shares as Series A Participating Preferred Stock in connection with the adoption of ourStockholders Rights Agreement. See "—Stockholders Rights Agreement" below.

Directors

Our directors are elected by a majority of the votes cast by shareholders entitled to vote. There is no provision for cumulativevoting.

Our board of directors must consist of at least three members. Shareholders may change the number of directors only byamending the bylaws, which requires the affirmative vote of holders of 70% or more of the outstanding shares of capital stock entitled tovote. The board of directors may change the number of directors only by a vote of not less than 66 2/3% of the entire board of directors.At each annual meeting of shareholders, directors to replace those directors whose terms expire at such annual meeting shall be electedto hold office until the third succeeding annual meeting of shareholders. Each director shall serve his respective term of office until hissuccessor shall have been duly elected and qualified, except in the event of his death, resignation, removal, or the earlier termination ofhis term of office. Our board of directors has the authority to fix the amounts that shall be payable to the members of the board of directorsfor attendance at any meeting or for services rendered to us.

Interested Transactions

Our second amended and restated bylaws provide that a contract or transaction between us and one or more of our directors orofficers, or between us and any other corporation, partnership, association or other organization in which one or more of its directors orofficers are our directors or officers, or have a financial interest, will not be void or voidable, if (i) the material facts as to the relationshipor interest and as to the contract or transaction are disclosed or are known to our board of directors or its committee and the boardof directors or the committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of disinteresteddirectors, or, if the votes of the disinterested directors are insufficient to constitute an act of the board of directors as provided in theBCA, by unanimous vote of the disinterested directors; or (ii) the material facts as to the relationship or interest are disclosed to theshareholders, and the contract or transaction is specifically approved in good faith by the vote of the shareholders; or (iii) the contract ortransaction is fair to us as of the time it is authorized, approved or ratified, by the board of directors, its committee or the shareholders.

Shareholder Meetings

Under our second amended and restated bylaws, annual shareholder meetings will be held at a time and place selected by ourboard of directors. The meetings may be held in or outside of the Marshall Islands. Special shareholder meetings may be called at anytime by our board of directors, the chairman of the board, or the president. No business may be conducted at the special meeting otherthan the business brought before the special meeting by our board of directors, the chairman of the board, or the president. Our board ofdirectors may set a record date between 15 and 60 days before the date of any meeting to determine the shareholders that will be eligibleto receive notice and vote at the meeting. One or more shareholders representing at least one-third of the total voting rights of our totalissued and outstanding shares present in person or by proxy at a shareholder meeting shall constitute a quorum for the purposes of themeeting.



Dissenters' Rights of Appraisal and Payment

Under the BCA, our shareholders have the right to dissent from various corporate actions, and receive payment of the fair marketvalue of their shares. In the event of any further amendment of our amended and restated articles of incorporation, a shareholder alsohas the right to dissent and receive payment for his or her shares if the amendment alters certain rights in respect of those shares. Thedissenting shareholder must follow the procedures set forth in the BCA to receive payment. In the event that we and any dissentingshareholder fail to agree on a price for the shares, the BCA procedures involve, among other things, the institution of proceedings in thehigh court of the Republic of the Marshall Islands or in any appropriate court in any jurisdiction in which our shares are primarily tradedon a local or national securities exchange.

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Shareholders' Derivative Actions

Under the BCA, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as aderivative action, provided that the shareholder bringing the action is a holder of our common shares both at the time the derivativeaction is commenced and at the time of the transaction to which the action relates.

Limitations on Liability and Indemnification of Officers and Directors

The BCA authorizes corporations to limit or eliminate the personal liability of officers and directors to corporations and theirshareholders for monetary damages for breaches of directors' fiduciary duties. Our amended and restated articles of incorporation includea provision that eliminates the personal liability of directors for monetary damages for actions taken as a director to the fullest extentpermitted by law.

Our amended and restated articles of incorporation and second amended and restated bylaws provide that we must indemnify ourofficers and directors to the fullest extent authorized by law if he or she acted in good faith and in a manner he or she reasonably believedto be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonablecause to believe his or her conduct was unlawful. We are also expressly authorized to advance certain expenses (including attorneys'fees and disbursements and court costs) to our directors and officers and carry directors' and officers' insurance policies providingindemnification for our directors, officers and certain employees for some liabilities. We believe that these indemnification provisionsand insurance are useful to attract and retain qualified directors and executive officers.

The limitation of liability and indemnification provisions in our amended and restated articles of incorporation and secondamended and restated bylaws may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duty.These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even thoughsuch an action, if successful, might otherwise benefit us and our shareholders. In addition, your investment may be adversely affected tothe extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controllingpersons, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the SecuritiesAct and is, therefore, unenforceable.

There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for whichindemnification is sought.

Anti-Takeover Effect of Certain Provisions of our Articles of Incorporation and Bylaws

Several provisions of our amended and restated articles of incorporation and second amended and restated bylaws, which aresummarized below, may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerabilityto a hostile change of control and enhance the ability of our board of directors to maximize shareholder value in connection with anyunsolicited offer to acquire us. However, these anti-takeover provisions, which are summarized below, could also discourage, delay orprevent (1) the merger or acquisition of our Company by means of a tender offer, a proxy contest or otherwise that a shareholder mayconsider in its best interest and (2) the removal of incumbent officers and directors.

Classified Board of Directors

Our amended and restated articles of incorporation provide for the division of our board of directors into three classes ofdirectors, with each class as nearly equal in number as possible, serving staggered, three year terms. Approximately one-third of ourboard of directors will be elected each year. This classified board provision could discourage a third party from making a tender offer forour common shares or attempting to obtain control of us. It could also delay shareholders who do not agree with the policies of our boardof directors from removing a majority of our board of directors for two years.

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Blank Check Preferred Stock

Under the terms of our amended and restated articles of incorporation, our board of directors has authority, without any furthervote or action by our shareholders, to issue up to 25 million shares of blank check preferred shares. Our board of directors may issuepreferred shares on terms calculated to discourage, delay or prevent a change of control of us or the removal of our management.

Election and Removal of Directors

Our amended and restated articles of incorporation prohibit cumulative voting in the election of directors. Our amended andrestated articles of incorporation and second amended and restated bylaws require parties other than the board of directors to give advancewritten notice of nominations for the election of directors. Our amended and restated articles of incorporation and second amended andrestated bylaws also provide that our directors may be removed only for cause and only upon the affirmative vote of the holders of 70% ormore of the outstanding shares of our capital stock entitled to vote generally in the election of directors. These provisions may discourage,delay or prevent the removal of incumbent officers and directors.

Business Combinations

Although the BCA does not contain specific provisions regarding "business combinations" between corporations organizedunder the laws of the Republic of Marshall Islands and "interested shareholders," we have included these provisions in our amended andrestated articles of incorporation. Our amended and restated articles of incorporation contain provisions which prohibit us from engagingin a business combination with an interested shareholder for a period of three years after the date of the transaction in which the personbecame an interested shareholder, unless:

· prior to the date of the transaction that resulted in the shareholder becoming an interested shareholder, our board ofdirectors approved either the business combination or the transaction that resulted in the shareholder becoming aninterested shareholder;

· upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, theinterested shareholder owned at least 85% of the voting stock of the corporation outstanding at the time the transactioncommenced, excluding for purposes of determining the number of shares outstanding those shares owned (i) by personswho are directors and also officers and (ii) employee stock plans in which employee participants do not have the rightto determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer;

· at or subsequent to the date of the transaction that resulted in the shareholder becoming an interested shareholder,the business combination is approved by the board of directors and authorized at an annual or special meeting ofshareholders, and not by written consent, by the affirmative vote of at least 70% of the outstanding voting stock that isnot owned by the interested shareholder; or

· the shareholder became an interested shareholder prior to the consummation of the initial public offering of ourcommon shares under the Securities Act.

For purposes of these provisions, a "business combination" includes mergers, consolidations, exchanges, asset sales, leases andother transactions resulting in a financial benefit to the interested shareholder and an "interested shareholder" is any person or entity thatbeneficially owns 20% or more of the shares of our outstanding voting stock and any person or entity affiliated with or controlling orcontrolled by that person or entity.

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Limited Actions by Shareholders

Our second amended and restated bylaws provide that any action required or permitted to be taken by our shareholders must beeffected at an annual or special meeting of shareholders or by the unanimous written consent of our shareholders. Our second amendedand restated bylaws also provide that our board of directors, the chairman of the board, or the president may call special meetings of ourshareholders and the business transacted at the special meeting is limited to business brought before the special meeting by our board ofdirectors, chairman or president. Accordingly, shareholders are prevented from calling a special meeting for shareholder consideration ofa proposal over the opposition of our board of directors and shareholder consideration of a proposal may be delayed until the next annualmeeting.

Supermajority Provisions

The BCA generally provides that the affirmative vote of a majority of the outstanding shares entitled to vote at a meetingof shareholders is required to amend a corporation's articles of incorporation, unless the articles of incorporation requires a greaterpercentage. Our amended and restated articles of incorporation provide that the following provisions in the articles may be amended onlyby an affirmative vote of 70% or more of the outstanding shares of our capital stock entitled to vote:

· the board of directors shall be divided into three classes;

· directors may only be removed for cause and by an affirmative vote of the holders of 70% or more of the outstandingshares of our capital stock entitled to vote generally in the election of directors;

· the shareholders are authorized to alter, amend or repeal our bylaws by an affirmative vote of 70% or more of theoutstanding shares of our capital stock entitled to vote generally in the election of directors;

· the Company may not engage in any business combination with any interested shareholder for a period of three yearsfollowing the transaction in which the person became an interested shareholder; and

· the Company shall indemnify directors and officers to the full extent permitted by law, and the company shall advancecertain expenses (including attorneys' fees and disbursements and court costs) to the directors and officers.

Advance Notice Requirements for Shareholders Proposals and Director Nominations

Our amended and restated articles of incorporation and second amended and restated bylaws provide that shareholders seekingto nominate candidates for election as directors or to bring business before an annual meeting of shareholders must provide timely noticeof their proposal in writing to the corporate secretary. Generally, to be timely, a shareholder's notice must be received at our principalexecutive offices not less than 120 days nor more than 180 days prior to the one year anniversary of the immediately preceding year'sannual meeting of shareholders. Our amended and restated articles of incorporation and second amended and restated bylaws also specifyrequirements as to the form and content of a shareholder's notice. These provisions may impede a shareholder's ability to bring mattersbefore an annual meeting of shareholders or make nominations for directors at an annual meeting of shareholders.

Stockholders Rights Agreement

We entered into a Stockholders Rights Agreement, or the Agreement, with Computershare Trust Company, N.A., as RightsAgent, as of August 14, 2009. Under the Agreement, we declared a dividend payable of one preferred stock purchase right, or Right,for each outstanding share of our common stock, to our stockholders of record at the close of business on August 14, 2009. Each Rightentitles the registered holder to purchase from us a unit consisting of one one-thousandth of a share of our Series A Participating PreferredStock, par value $0.01 per share. The Rights will separate from the common stock and become exercisable after the earlier of (1) the 10thday (or such later date as determined by our board of directors) after public announcement that a person or group acquires ownership of15% or more of shares of our common stock or (2) the 10th business day (or such later date as determined by our board of directors) aftera person or group announces a tender or exchange offer, which would result in that person or group holding 15% or more of shares of ourcommon stock. On the distribution date, each holder of a Right will be entitled to purchase for $100, or the Exercise Price, a fraction (1/1000th) of one share of our Series A Participating Preferred Stock, which has similar economic terms as one share of our common stock.



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If an acquiring person, or an Acquiring Person, acquires more than 15% of the shares of our common stock, then each holder ofa Right (except that Acquiring Person) will be entitled to buy at the Exercise Price, a number of shares of our common stock which has amarket value of twice the Exercise Price. Any time after the date an Acquiring Person obtains more than 15% of shares of our commonstock and before that Acquiring Person acquires more than 50% of outstanding shares of our common stock, we may exchange each Rightowned by all other Rights holders, in whole or in part, for one share of our common stock. The Rights expire on the earliest of (i) August14, 2019 or (ii) the redemption of the Rights by us or (iii) the exchange of the Rights as described above. We can redeem the Rights atany time on or prior to the earlier of the tenth business day following the public announcement that a person has acquired ownership of15% or more of shares of our common stock, or August 14, 2019. The terms of the Rights and the Agreement may be amended to makechanges that do not adversely affect the rights of the Rights holders (other than the Acquiring Person). The Rights do not have any votingrights. The Rights have the benefit of certain customary anti-dilution protections.

C. Material contracts.

We refer you to "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—CreditFacilities," "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions" and "Item 10. AdditionalInformation—B. Memorandum and Articles of Association" for a discussion of our material agreements that we have entered into outsidethe ordinary course of our business during the two-year period immediately preceding the date of this annual report.

Other than as set forth above, there were no material contracts, other than contracts entered into in the ordinary course ofbusiness, to which we were a party during the two year period immediately preceding the date of this annual report.

D. Exchange controls.

Under Marshall Islands, Greek law and the law of jurisdictions where our service centers and marketing offices are located, thereare currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that materially affectthe remittance of dividends, interest or other payments to non-resident holders of our common stock.

E. Taxation.

The following is a discussion of the material Greek, Marshall Islands, Liberian, Belgium, Canadian, German and U.S. federalincome tax consequences to our Company and to a "U.S. Holder" and a "Non-U.S. Holder," as each term is defined below. This discussiondoes not purport to deal with the tax consequences of owning common stock to all categories of investors, some of which, such as dealersin securities, investors whose functional currency is not the U.S. dollar and investors that own, actually or under applicable constructiveownership rules, 10% or more of our common stock, may be subject to special rules. This discussion deals only with shareholders whoown the common stock as a capital asset. Moreover, this discussion is based upon laws, regulations and other authorities in effect as ofthe date hereof, all of which are subject to change, possibly with retroactive effect. You are encouraged to consult your own tax advisorsconcerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local and foreign law of theownership of shares of our common stock.

Greek Tax Considerations

AMP has established an office in Greece which provides services to AMP and AMP's office in Cyprus. Under the laws ofGreece, and in particular under Greek Law 3427/2005, the income of AMP's Greek office is calculated on a cost plus basis on expensesincurred by that office. This determination is subject to periodic review every five years. The profit margin set by the Greek Ministry ofEconomy and Finance for the period 2011 to 2015 is 5.42%. With respect to the period of 2016 to 2020, the Greek Ministry of Economyand Finance has set a profit margin of 5%. The relevant study is pending for approval and once confirmed it will apply retroactively fromJanuary 1, 2016. AMP's income, as calculated by applying the applicable profit margin, is subject to Greek corporate income tax at therate of 29%, 29%, and 26%, respectively, for the fiscal years 2016, 2015 and 2014. All expenses to which the profit margin applies arededucted from gross income for Greek corporate income tax purposes. Accordingly, under Greek Law 3427/2005, as currently applied tous, we expect that AMP will continue to have no liability for any material amount of Greek income tax.

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Additionally, according to tax legislation ratified on January 11, 2013, all vessels with a non-Greek flag, which are managed byGreek or foreign ship management companies established in Greece, bear tonnage tax on the basis of the gross tonnage and age of thevessel. Our vessels did not incur material tax liabilities as a result of this new legislation.

Marshall Islands Tax Considerations

In the opinion of Seward & Kissel LLP, our Marshall Islands counsel, the following are the material Marshall Islands taxconsequences to us of our activities and to our shareholders of the ownership of our common stock. We are incorporated in the MarshallIslands. Under current Marshall Islands law, we are not subject to tax on income or capital gains, and no Marshall Islands withholdingtax or income tax will be imposed upon payments of dividends by us to our shareholders or proceeds from the disposition of our commonstock, provided such shareholders are not residents of the Marshall Islands. There is no income tax treaty between the United States andthe Republic of the Marshall Islands.

Liberian Tax Considerations

Under the Consolidated Tax Amendments Act of 2010, nonresident Liberian corporations are wholly exempted from Liberiataxation effective as of 1977. Therefore, our Liberian subsidiaries will be wholly exempt from Liberian income taxation.

Belgium Tax Considerations

Our operations in Belgium, through our subsidiaries Aegean Bunkers at Sea NV, or ABAS, and ANWE, are subject to Belgiumincome taxation. For the year ended December 31, 2016, our operations in Belgium were taxed at a rate of 33.99%. Please see Note 23 toour consolidated financial statements included herein for further discussion on our tax liability in Belgium.

Canada Tax Considerations

Our operations in Canada, through our subsidiary ICS Petroleum Ltd., are subject to Canada income taxation. For the year endedDecember 31, 2016, our operations in Montreal were taxed at a rate of 26.9% and our operations in Vancouver were taxed at a rate of 26.Please see Note 23 to our consolidated financial statements included herein for further discussion on our tax liability in Canada.

U.S. Federal Income Tax Considerations

In the opinion of Seward & Kissel LLP, our U.S. counsel, the following are the material U.S. federal income tax consequencesto us of our activities and to U.S. Holders and Non-U.S. Holders, as defined below, of investing in our common stock. The followingdiscussion of U.S. federal income tax matters is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, judicialdecisions, administrative pronouncements, and existing and proposed regulations issued by the U.S. Department of the Treasury, or theTreasury Regulations, all of which are subject to change, possibly with retroactive effect. References in the following discussion to "we"and "us" are to Aegean Marine Petroleum Network Inc. and its subsidiaries on a consolidated basis.

U.S. Federal Income Taxation of Our Company

We conduct business in the United States through certain subsidiaries. These subsidiaries will generally be subject to U.S. federalincome tax at a rate of 35% as well as U.S. state and local income tax in the jurisdictions in which they operate. Dividends paid by ourU.S. subsidiaries are generally subject to U.S. federal withholding tax at a rate of 30%.

A foreign corporation is subject to U.S. federal income tax on a net basis only if it is engaged in a trade or business in the UnitedStates. A foreign corporation which is engaged in a trade or business in the United States will be subject to U.S. federal income tax andbranch profits tax at a combined rate of up to 54.5% on its income which is effectively connected with its U.S. trade or business, orEffectively Connected Income.

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Income from the sale of inventory property outside of the United States by a foreign corporation will be treated as EffectivelyConnected Income if the corporation has a fixed place of business in the United States to which such income is attributable, unless (1)the property is sold for use, consumption or disposition outside of the United States, and (2) the foreign corporation has a fixed place ofbusiness in a foreign country which materially participates in the sale.

While we or certain of our foreign subsidiaries may have a place of business in the United States, we believe that none oftheir income from the sale of inventory property would be treated as Effectively Connected Income under the rules discussed above.Specifically, we anticipate that (1) all of our sales of petroleum products will occur outside the United States; (2) such products will besold for use, consumption or disposition outside the United States, and (3) one of our foreign offices will materially participate in suchsales. Therefore, we anticipate that none of our income from the sale of inventory property will be subject to U.S. federal income tax ona net basis.

If any portion of our income is treated as Effectively Connected Income, then such income will be subject to U.S. federal incometax and branch profits tax at a combined rate of up to 54.5%.

U.S. Federal Income Taxation of U.S. Holders

As used herein, the term "U.S. Holder" means a beneficial owner of our common stock that is a U.S. citizen or resident, U.S.corporation or other U.S. entity taxable as a corporation, an estate the income of which is subject to U.S. federal income tax regardless ofits source, or a trust if a court within the U.S. is able to exercise primary jurisdiction over the administration of the trust and one or moreU.S. persons have the authority to control all substantial decisions of the trust.

If a partnership holds our common stock, the tax treatment of a partner will generally depend upon the status of the partner andupon the activities of the partnership. If you are a partner in a partnership holding our common stock, you are encouraged to consult yourtax advisor.

Distributions

Subject to the discussion below under the heading "Passive Foreign Investment Company," any distributions made by us withrespect to our common stock to a U.S. Holder will generally constitute dividends, which may be taxable as ordinary income or "qualifieddividend income" as described in more detail below, to the extent of our current or accumulated earnings and profits, as determined underU.S. federal income tax principles. Distributions in excess of our earnings and profits will be treated first as a nontaxable return of capitalto the extent of the U.S. Holder's tax basis in our common stock on a dollar-for-dollar basis, and thereafter as capital gain. Because weare not a U.S. corporation, U.S. Holders that are corporations will not be entitled to claim a dividends received deduction with respect toany distributions they receive from us. Dividends paid with respect to our common stock will generally be treated as "passive categoryincome" or, in the case of certain types of U.S. Holders, "general category income" for purposes of computing allowable foreign taxcredits for U.S. foreign tax credit purposes.

Dividends paid on our common stock to a U.S. Holder who is an individual, trust or estate, or a U.S. Individual Holder, willgenerally be treated as "qualified dividend income" that is taxable to such U.S. Individual Holder at preferential tax rates provided that:(1) the common stock is readily tradable on an established securities market in the United States (such as the NYSE on which our commonstock is traded); (2) we are not a "passive foreign investment company" for the taxable year during which the dividend is paid or theimmediately preceding taxable year (which we do not believe we are, have been or will be); (3) the U.S. Individual Holder has owned thecommon stock for more than 60 days in the 121-day period beginning 60 days before the date on which the common stock becomes ex-dividend; and (4) the U.S. Individual Holder is not under an obligation to make related payments with respect to positions in substantiallysimilar or related property. There is no assurance that any dividends paid on our common stock will be eligible for these preferential ratesin the hands of a U.S. Individual Holder. Any dividends paid by us that are not eligible for these preferential rates (including dividendspaid to U.S. Holders other than U.S. Individual Holders) will be taxed as ordinary income.

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Special rules may apply to any "extraordinary dividend," generally a dividend in an amount which is equal to or in excessof ten percent of a shareholder's adjusted tax basis (or fair market value in certain circumstances) in its common stock. If we pay an"extraordinary dividend" on our common stock that is treated as "qualified dividend income," then any loss derived by a U.S. IndividualHolder from the sale or exchange of such common stock will be treated as long-term capital loss to the extent of such dividend.

Sale, Exchange or Other Disposition of Common Stock

A U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our common stock inan amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and theU.S. Holder's tax basis in such common stock. Subject to the discussion under the heading "Passive Foreign Investment Company" below,such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder's holding period of the common stock is greater thanone year at the time of the sale, exchange or other disposition; otherwise it will be treated as short-term capital gain or loss. Long-termcapital gains of a U.S. Individual Holder are taxable at preferential tax rates under current law. Such capital gain or loss will generally betreated as U.S. source income or loss, as applicable, for U.S. foreign tax credit purposes. A U.S. Holder's ability to deduct capital lossesis subject to certain limitations.

3.8% Tax on Net Investment Income

For taxable years beginning after December 31, 2012, a U.S. Holder that is an individual, estate, or, in certain cases, a trust, willgenerally be subject to a 3.8% tax on the lesser of (1) the U.S. Holder's net investment income for the taxable year and (2) the excess ofthe U.S. Holder's modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals is between$125,000 and $250,000). A U.S. Holder's net investment income will generally include distributions made by us which constitute adividend for U.S. federal income tax purposes and gain realized from the sale, exchange or other disposition of our common stock. Thistax is in addition to any income taxes due on such investment income.

If you are a U.S. Holder that is an individual, estate or trust, you are encouraged to consult your tax advisors regarding theapplicability of the 3.8% tax on net investment income to the ownership and disposition of our common stock.

Passive Foreign Investment Company

A foreign corporation will be treated as a "passive foreign investment company," or a PFIC, for U.S. federal income tax purposesif 75% or more of its gross income consists of certain types of "passive income" or 50% or more of its assets produce or are held for theproduction of such "passive income." If a corporation owns at least 25% (by value) of the shares of another corporation, it is treated forpurposes of these tests as owning a proportionate share of the assets of the other corporation and as receiving directly a proportionateshare of the other corporation's income. "Passive income," for this purpose, generally includes dividends, interest, royalties, rents andgains from commodities and securities transactions. We presently believe that we are not a PFIC and do not anticipate becoming a PFIC.This is, however, a factual determination made on an annual basis based on our activities, income and assets, among other factors, and issubject to change.

If we are classified as a PFIC, a U.S. Holder of our common stock could be subject to increased U.S. federal income tax liabilityupon the sale or other disposition of our common stock or upon the receipt of amounts treated as "excess distributions." Under these rules,the excess distribution and any gain upon a sale of our common stock would be allocated ratably over the U.S. Holder's holding periodfor the common stock, and the amount allocated to the current taxable year and any taxable year prior to the first taxable year in whichwe were a PFIC would be taxed as ordinary income in the current taxable year. The amounts allocated to each of the other taxable yearswould be subject to tax at the highest marginal rates on ordinary income in effect for the applicable class of taxpayer for that year, and aninterest charge for the deemed tax deferral benefit would be imposed on the resulting tax liability as if such tax liability had been due withrespect to each such other taxable year. In addition, shareholders of a PFIC may not receive a "step-up" in tax basis on common stockacquired from a decedent. In addition, a U.S. Holder would be required to file annual information returns with the U.S. Internal RevenueService, or the IRS, if we were to be classified as a PFIC. U.S. Holders should consult with their own U.S. tax advisors with respect tothe U.S. tax consequences of investing in our common stock as well as the specific application of the "excess distribution" rule and otherrules discussed in this paragraph.

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The effect of the PFIC rules on a U.S. Holder may be mitigated if a U.S. Holder makes a valid and timely "mark-to-market"election or "qualified electing fund" election. We will notify U.S. Holders in the event we conclude that we will be treated as a PFICfor any taxable year. U.S. Holders are encouraged to consult their tax advisors regarding the application of the PFIC rules, includingeligibility for, and the manner and advisability of, making certain elections with respect to our common stock in the case that we aredetermined to be a PFIC.

U.S. Federal Income Taxation of Non-U.S. Holders

A beneficial owner of common stock that is not a U.S. Holder (other than a partnership) is referred to herein as a "Non-U.S.Holder."

Dividends on Common Stock

Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on dividends received from us withrespect to our common stock, unless such dividend is effectively connected with the Non-U.S. Holder's conduct of a trade or businessin the United States. If the Non-U.S. Holder is entitled to the benefits of a U.S. income tax treaty with respect to those dividends, thatincome is subject to U.S. federal income tax only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder inthe United States.

Sale, Exchange or Other Disposition of Common Stock

Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on any gain realized upon the sale,exchange or other disposition of our common stock, unless:

· the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable yearof disposition and other conditions are met; or

· the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States. If theNon-U.S. Holder is entitled to the benefits of a U.S. income tax treaty with respect to that gain, that gain is subject toU.S. federal income tax only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in theUnited States.

If a Non-U.S. Holder is engaged in a U.S. trade or business for U.S. federal income tax purposes, the income from the commonstock, including dividends and the gain from the sale, exchange or other disposition of the common stock that is effectively connectedwith the conduct of that U.S. trade or business will generally be subject to U.S. federal income tax in the same manner as discussed inthe previous section relating to the taxation of U.S. Holders. In addition, earnings and profits of a corporate Non-U.S. Holder that areattributable to such effectively connected income, subject to certain adjustments, may be subject to an additional U.S. federal branchprofits tax at a rate of 30%, or at a lower rate as may be specified by an applicable U.S. income tax treaty.

Information Reporting

Individuals who are U.S. Holders (and to the extent specified in the applicable Treasury Regulations, certain individuals who arenon-U.S. Holders and certain U.S. entities) who hold "specified foreign financial assets" (as defined in section 6038D of the Code and theapplicable Treasury Regulations) are required to file IRS Form 8938 (Statement of Specified Foreign Financial Assets) with informationrelating to each such asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during thetaxable year or $50,000 on the last day of the taxable year. Specified foreign financial assets would include, among other assets, ourcommon stock, unless the common stock were held through an account maintained with a U.S. financial institution. Substantial penaltiesapply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect.Additionally, the statute of limitations on the assessment and collection of U.S. federal income tax with respect to a taxable year for whichthe filing of IRS Form 8938 is required may not close until three years after the date on which IRS Form 8938 is filed. U.S. Holders(including U.S. entities) and Non-U.S. Holders are encouraged to consult their own tax advisors regarding their reporting obligationsunder section 6038D of the Code.

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Other Taxes

In addition to the tax consequences discussed above, we may be subject to tax in one or more other jurisdictions where weconduct activities. Although we currently do not pay a material amount of tax in any jurisdiction in which we operate, there can be noassurance that this will not change.

F. Dividends and paying agents.

Not applicable.

G. Statement by experts.

Not applicable.

H. Documents on display.

We are subject to the informational requirements of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act.In accordance with these requirements, we file reports and other information with the SEC. These materials, including this annual reportand the accompanying exhibits, may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street,N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling 1 (800) SEC-0330,and you may obtain copies at prescribed rates from the Public Reference Section of the SEC at its principal office in Washington, D.C.20549. The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other informationthat we and other registrants have filed electronically with the SEC. Our filings are also available on our website at www.ampni.com.This web address is provided as an inactive textual reference only. Information contained on our website does not constitute part of thisannual report.

Shareholders may also request a copy of our filings at no cost, by writing or telephoning us at the following address:

Aegean Marine Petroleum Network Inc.10 Akti Kondili 18545 Piraeus, Greece

Telephone: +30 (210) 458-6200

I. Subsidiary Information

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Price Risk

Our price risk has been minimal because we have generally purchased inventory for which we have already had a binding salescontract in place. We generally do not fix future prices for delivery of fuel in excess of one week and our suppliers generally use averagePLATTS pricing in their calculation of cost prices to us. Accordingly, our exposure to price risk has covered a period of only a few days.For the year ended December 31, 2016, we imported and stored cargos of marine fuel prior to resale to our customers. Accordingly, insome regions, we purchased fuel before entering into a binding sales contract with a customer. We believe that our exposure to pricerisk in these locations covers a period of one to two weeks. From time to time, we take positions in fuel pricing contracts. Our policy isto not use fuel related derivative financial instruments for speculative purposes. Generally, fuel pricing contracts may be used to hedgeexposure to changes in the net cost of marine fuel purchases. Upon settlement, if the contracted net price of marine fuel purchased is lessthan the settlement price, the seller of the fuel pricing contract is required to pay the buyer an amount equal to the difference between thecontracted price and the settlement price. Conversely, if the contracted price is greater than the settlement price, the buyer is required topay the seller the settlement sum. If we take positions in fuel pricing contracts or other derivative instruments, we could suffer losses inthe settling or termination of these agreements. This could adversely affect our results of operation and cash flow.

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During the years ended December 31, 2016 and 2015, we entered into fuel pricing contracts for 29,562,250 and 14,553,635metric tons, respectively. These derivatives are intended to serve as an approximate hedge for the net cost of fuel purchases. Ourfuel pricing contracts do not qualify as cash flow hedges for accounting purposes and therefore gains or losses are recognized in theaccompanying consolidated statements of income. Fuel pricing contracts are settled on a monthly basis using quoted market prices ofthe underlying commodity. The fair value of these instruments as of December 31, 2016 was a liability of $12.4 million. The fair valueof these instruments as of December 31, 2015 was an asset of $22.4 million. During the years ended December 31, 2016 and 2015, werecognized a loss of $70.2 million and a gain of $45.8 million, respectively. In the future, we may enter into long-term fixed price salescommitments, which fix the prices of future fuel sales. Furthermore, we may use cargo storage in our other service centers or we mightimport larger cargos of fuel for storage, which would increase our oil price risk. Furthermore, in the future, we might execute cargotrading transactions to arbitrage the price of marine fuel, which method would increase our oil price risk. Finally, we may enter intoderivative contracts in the forms of swaps or futures in order to mitigate the risk of market price fluctuations in marine fuel. Please referto Note 14 to our consolidated financial statements included at the end of this annual report which provides additional information on ourderivatives as of December 31, 2016 and 2015.

Interest Rate Risk

We are subject to market risks relating to changes in interest rates as we have significant amounts of floating rate long-term debtand short-term borrowings outstanding. During the year ended December 31, 2016, we paid interest on this debt mainly based on LIBORplus an average spread of 2.34% on our bank loans. A one percent increase in LIBOR would have increased our interest expense for theyear ended December 31, 2016 from $24.8 million to $30.8 million. We expect to repay our borrowings on a periodic basis using cashflows from operations.

We enter into interest rate swap agreements from time to time in order to economically hedge our exposure to variability in ourfloating rate long-term debt. As of December 31, 2016, we had four interest rate swap agreement in place. The total notional principalamount of these swaps as of December 31, 2016 and 2015 was $228.7 million and $4.2 million, respectively. These swaps have specifiedrates and duration. Please refer to the table in Note 14 of our consolidated financial statements included at the end of this annual reportfor a summary of the terms of this interest rate.

Under our interest rate swap transactions, the bank makes quarterly floating-rate payments to us for the relevant amount basedon the floating interest rate and we make quarterly payments to the bank on the relevant amount at the respective fixed rates.

Our interest rate swap does not meet hedge accounting criteria under accounting guidance relating to hedge accounting.Although we are exposed to credit-related losses in the event of non-performance in connection with such swap agreement, because thecounterparty is rated A or better at the time of the transaction, we consider the risk of loss due to its nonperformance to be minimal.Through this swap transaction, we effectively hedged the interest rate exposure of our 2010 Newbuilding Secured Loan Facility and ourdebt exposure related to our working capital.

Exchange Rate Risk

We have conducted the vast majority of our business transactions in U.S. dollars. We have purchased marine petroleum productsin the international oil and gas markets and our vessels have operated in international shipping markets; both these international marketstransact business primarily in U.S. dollars. Accordingly, our total revenues have been fully denominated in U.S. dollars and our costof marine petroleum products, which, for the year ended December 31, 2016, comprised approximately 92% of our total operatingexpenses, have been denominated in U.S. dollars. Our balance sheet is mainly comprised of dollar-denominated assets including tradereceivables, inventories and the cost of vessels, and liabilities including trade payables, short-term borrowings and long-term loans. Ourforeign exchange losses in recent periods have mainly arisen from the translation of assets and liabilities of our service centers that aredenominated in local currency. Accordingly, the impact of foreign exchange fluctuations on our consolidated statements of income hasbeen minimal.

Should we enter certain markets where payments and receipts are denominated in local currency or should either theinternational oil and gas markets or the international shipping markets change their base currency from the U.S. dollar to anotherinternational currency such as the Euro, the impact on our dollar-denominated consolidated statements of income may be significant.

Due to the minimal historic impact of foreign exchange fluctuations on our operations, it is our policy to not enter into hedgingarrangements in respect of our foreign currency exposures related to our sales and purchases. However, we currently hedge our exposureon loan repayments denominated in foreign currency.



ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

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PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Material Modifications to the Rights of Security Holders

We have adopted a stockholders' rights agreement, pursuant to which each share of our common stock includes one preferredstock purchase right that entitles the holder to purchase from us a unit consisting of one-thousandth of a share of our Series A ParticipatingPreferred Stock if any third-party seeks to acquire control of a substantial block of our common stock without the approval of our boardof directors. See "Item 10. Additional Information—B. Memorandum and Articles of Association—Stockholders Rights Agreement"included in this annual report for a description of our stockholders rights agreement.

ITEM 15. CONTROLS AND PROCEDURES

(a) Disclosure controls and procedures.

Our President and Principal Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company'sdisclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2016.Based on that evaluation, our President and the Chief Financial Officer concluded that our disclosure controls and procedures wereeffective to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under theExchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. There areinherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error andthe circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can onlyprovide reasonable assurance of achieving their control objectives.

(b) Management's annual report on internal control over financial reporting.

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined inRules 13a-15(f) promulgated under the Exchange Act and for the assessment of the effectiveness of internal control over financialreporting.

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as aprocess designed by, or under the supervision of, our President and Principal Executive Officer and Chief Financial Officer and effectedby our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reportingand the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principlesand includes those policies and procedures that:

● Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions anddispositions of our assets;

● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financialstatements in accordance with generally accepted accounting principles, and that our receipts and expenditures arebeing made only in accordance with authorizations of our management and directors; and

● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or dispositionof our assets that could have a material effect on the consolidated financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because ofchanges in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted the evaluation of the effectiveness of the internal control over financial reporting using the controlcriteria framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) published in its reportentitled Internal Control-Integrated 2013 Framework.

Management, with the participation of our President and Principal Executive Officer and Chief Financial Officer, assessed theeffectiveness of the design and operation of our internal control over financial reporting pursuant to Rule 13a-15 of the Exchange Act asof December 31, 2016. Based upon that evaluation, our President and Principal Executive Officer and Chief Financial Officer concludedthat our internal controls over financial reporting were effective as of December 31, 2016.

The effectiveness of our internal control over financial reporting, as of December 31, 2016 has been audited byPricewaterhouseCoopers S.A., an independent registered public accounting firm. Their audit report on the effectiveness of internal controlover financial reporting is presented in "Item 18. Financial Statements."

(c) Attestation report of the registered public accounting firm.

The registered public accounting firm that audited the consolidated financial statements, PricewaterhouseCoopers S.A., hasissued an attestation report on our internal control over financial reporting, appearing on page F-2 of the consolidated financial statementsfiled as a part of this annual report.

(d) Changes in internal control over financial reporting.

There were no changes in our internal controls over financial reporting that occurred during the period covered by this annualreport that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

In accordance with the rules of the NYSE, the exchange on which our common stock is listed, we have appointed an auditcommittee whose members as of December 31, 2016 are Messrs. Konomos, Papanicolaou and Koutsomitopoulos, and Mr. Konomos hasbeen determined to be a financial expert by our board of directors and independent, as that term is defined in the listing standards of theNYSE.

ITEM 16B. CODE OF ETHICS

We have adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accountingofficer and persons performing similar functions. A copy of our code of ethics has been filed as an exhibit to our annual report on Form20-F for the fiscal year ended December 31, 2006 and is also available on our website at www.ampni.com. We will also provide a hardcopy of our code of ethics free of charge upon written request of a shareholder.

Shareholders may also request a copy of our code of ethics at no cost, by writing or telephoning us at the following address:

Aegean Marine Petroleum Network Inc.10 Akti Kondili

185 45, Piraeus, GreeceTelephone: +30 (210) 458-6200

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ITEM 16C. PRINCIPAL ACCOUNTING FEES AND SERVICES

Our former principal accountants, Deloitte Certified Public Accountants S.A. (formerly known as Deloitte Hadjipavlou Sofianos& Cambanis S.A.), an independent registered public accounting firm and member of Deloitte Touche Tohmatsu Limited, have billed usfor audit, audit-related and non-audit services as follows:

Year Ended December 31,2016 2015

(in millions of U.S. dollars)Audit fees - 0.9Audit-related fees - -Tax- relates fees - -All other fees 0.1 0.1Total fees 0.1 1.0

Our current principal accountants, PricewaterhouseCoopers S.A., an independent registered public accounting firm, have billedus for audit, audit-related and non-audit services as follows:

Year EndedDecember 31,

2016(in millions ofU.S. dollars)

Audit fees 0.9Audit-related fees 0.1Tax- relates fees -All other fees -Total fees 1.0

Audit fees represent compensation for professional services rendered for (i) the audit of our consolidated financial statementsincluded herein; (ii) the review of our quarterly financial information; and (iii) services provided in connection with public or privateofferings effectuated or withdrawn and any other services performed for the SEC or other regulatory filings by us or our subsidiaries.

The audit committee charter sets forth our policy regarding retention of the independent auditors, giving the audit committeeresponsibility for the appointment, replacement, compensation, evaluation and oversight of the work of the independent auditors. As partof this responsibility, our audit committee pre-approves the audit and non-audit services performed by our independent auditors in orderto assure that they do not impair the auditor's independence from the Company. The audit committee has adopted a policy which sets forththe procedures and the conditions pursuant to which services proposed to be performed by the independent auditors may be pre-approved.

ITEM 16D. EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES

None.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES

Period

TotalNumber ofSharesPurchased

AveragePrice Paidper Share

TotalNumber ofSharesPurchased asPart ofPubliclyAnnouncedPlans orPrograms

MaximumNumber ofShares thatMay Yet BePurchasedUnder thePlans orPrograms

August 2016 11,303,031* $ 8.81 — —



* On September 15, 2016, we repurchased 11,303,031 of our common shares that were beneficially owned by our then founder andhead of corporate development, Mr. Dimitris Melisanidis. The transaction was approved by an independent committee of our boardof directors. In connection with the repurchase, Mr. Melisanidis stepped down from his role as head of corporate development at theCompany. The total repurchase represented approximately 22% of our shares then outstanding.

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ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

On June 20, 2016, we appointed PricewaterhouseCoopers S.A. as the Company's independent auditor for the fiscal yearending December 31, 2016, and dismissed Deloitte Certified Public Accountants S.A. as our independent auditor. Our appointment ofPricewaterhouseCoopers S.A. and dismissal of Deloitte Certified Public Accountants S.A. was approved by our audit committee.

The information required to be disclosed pursuant to this Item 16F was previously reported on Form 6-K, filed with the SEC onJune 24, 2016.

ITEM 16G. CORPORATE GOVERNANCE

Pursuant to an exception for foreign private issuers, we, as a Marshall Islands company, are not required to comply with thecorporate governance practices followed by U.S. companies under the NYSE listing standards. We believe that our established practicesin the area of corporate governance are in line with the spirit of the NYSE standards and provide adequate protection to our shareholders.In this respect, we have voluntarily adopted NYSE required practices, such as (a) establishing audit, compensation and nominatingcommittees and (b) adopting a Code of Ethics.

There are three significant differences between our corporate governance practices and the practices required by the NYSE.The NYSE requires that a majority of the board of directors be independent. The NYSE also requires that non-management directorsmeet regularly in executive sessions without management and that all independent directors meet in an executive session at least once ayear. As permitted under Marshall Islands law and our bylaws, three out of six members of our board of directors are independent, andour non-management directors do not regularly hold executive sessions without management and we do not expect them to do so in thefuture.

The NYSE requires companies to adopt and disclose corporate governance guidelines. The guidelines must address, amongother things: director qualification standards, director responsibilities, director access to management and independent advisers, directorcompensation, director orientation and continuing education, management succession and an annual performance evaluation. We are notrequired to adopt such guidelines under Marshall Islands law and we have not adopted such guidelines.

Further, in lieu of obtaining shareholder approval prior to the issuance of designated securities, we will comply with provisionsof the BCA, which allows our board of directors to approve share issuances.

Information about our corporate governance practices may also be found on our website, http://www.ampni.com, under "InvestorRelations—Corporate Governance."

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

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PART III

ITEM 17. FINANCIAL STATEMENTS

See "Item 18. Financial Statements."

ITEM 18. FINANCIAL STATEMENTS

The financial statements, together with the report of PricewaterhouseCoopers S.A. therein, are set forth beginning on page F-1and are filed as a part of this report.

ITEM 19. EXHIBITS

Exhibit Number Description

1.1 Amended and Restated Articles of Incorporation of Aegean Marine Petroleum Network Inc. (1)

1.2 Certificate of Designations of Rights, Preferences and Privileges of Series A Participating Preferred Stock of Aegean MarinePetroleum Network Inc. (5)

1.3 Second Amended and Restated Bylaws of Aegean Marine Petroleum Network Inc. (11)

2.1 Form of common share certificate of Aegean Marine Petroleum Network Inc. (1)

2.2 Stockholders Rights Agreement between Aegean Petroleum Network Inc. and Computershare Trust Company, N.A., datedAugust 14, 2009 (5)

2.3 Senior Indenture, dated October 23, 2013, by and between Aegean Marine Petroleum Network Inc. and Deutsche Bank TrustCompany Americas, as trustee (9)

2.4 First Supplemental Indenture, dated October 23, 2013, by and between Aegean Marine Petroleum Network Inc. and DeutscheBank Trust Company Americas, as trustee (9)

2.5 Indenture, dated December 19, 2016, by and between Aegean Marine Petroleum Network Inc. and U.S. Bank NationalAssociation, as trustee

4.1 Form of Registration Rights Agreement (1)

4.2 Marine Fuel Supply Service Agreement, dated April 1, 2005, by and between Aegean Marine Petroleum S.A. and Aegean OilS.A. (1)

4.3 Amendment to the Marine Fuel Supply Service Agreement, dated December 1, 2016, by and between Aegean Marine PetroleumS.A. and Aegean Oil S.A.

4.4 Form of License Agreement by and between Aegean Oil S.A. and Aegean Marine Petroleum Network Inc. (1)

4.5 2005 Newbuilding Secured Syndicated Term Loan, dated August 30, 2005, by and among Aegean Baltic Bank S.A. and HSHNordbank AG, as Lenders, and Kithnos Maritime Inc., Naxos Maritime Inc., Paros Maritime Inc., Santorini Maritime Inc. andSerifos Maritime Inc., as Borrowers (1)

4.6 Supplemental Agreement, dated June 8, 2007, relating to the 2005 Newbuilding Secured Syndicated Term Loan, dated August30, 2005, by and among Aegean Baltic Bank S.A. and HSH Nordbank AG, as Lenders, and Kithnos Maritime Inc., NaxosMaritime Inc., Paros Maritime Inc., Santorini Maritime Inc. and Serifos Maritime Inc., as Borrowers (2)

4.7 Supplemental Agreement, dated January 27, 2011, to the 2005 Newbuilding Secured Syndicated Term Loan, dated August 30,2005, by and among Aegean Baltic Bank S.A. and HSH Nordbank AG, as Lenders, and Kithnos Maritime Inc., Naxos Shipping(Pte.) Ltd, Paros Shipping (Pte.) Ltd., Santorini I Maritime Limited, and Serifos Shipping (Pte.) Ltd., as Borrowers (6)



4.8 Supplemental Agreement, dated June 23, 2011, to the 2005 Newbuilding Secured Syndicated Term Loan, dated August 30, 2005,by and among Aegean Baltic Bank S.A. and HSH Nordbank AG, as Lenders, and Kithnos Maritime Inc., Naxos Shipping (Pte.)Ltd, Paros Shipping (Pte.) Ltd., Santorini I Maritime Limited, and Serifos Shipping (Pte.) Ltd., as Borrowers (6)

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4.9 Supplemental Letter, dated June 20, 2013, to the 2005 Newbuilding Secured Syndicated Term Loan, dated August 30, 2005, byand among Aegean Baltic Bank S.A. and HSH Nordbank AG, as Lenders, and Kithnos Maritime, Inc., Lefkas Maritime S.A.,Paros Shipping (Pte.) Ltd., Santorini I Maritime Limited, and Serifos Shipping (Pte.) Ltd, as Borrowers (8)

4.10 Supplemental Agreement, dated July 16, 2014, relating to the 2005 Newbuilding Secured Syndicated Term Loan, dated August30, 2005, by and among Aegean Baltic Bank S.A. and HSH Nordbank AG, as Lenders, and Kithnos Maritime Inc., LefkasMaritime S.A., Paros Maritime Inc., Santorini I Maritime Limited and Serifos Shipping (Pte.) Ltd., as Borrowers (11)

4.11 Third 2006 Newbuilding Secured Term Loan, dated October 25, 2006, by and among Aegean Baltic Bank S.A. and HSHNordbank AG, as Lenders, and Eton Marine Ltd., Benmore Services S.A. and Ingram Enterprises Co., as Borrowers (1)

4.12 Supplemental Agreement, dated May 25, 2011, to the Third 2006 Newbuilding Secured Term Loan, dated October 25, 2006, byand among Aegean Baltic Bank S.A. and HSH Nordbank AG, as Lenders, and Eton Marine Ltd., Benmore Services S.A. andIngram Enterprises Co., as Borrowers (11)

4.13 Supplemental Agreement, dated June 23, 2011, to the Third 2006 Newbuilding Secured Term Loan, dated October 25, 2006, byand among Aegean Baltic Bank S.A. and HSH Nordbank AG, as Lenders, and Eton Marine Ltd., Benmore Services S.A. andIngram Enterprises Co., as Borrowers (6)

4.14 Supplemental Letter, dated June 20, 2013, to the Third 2006 Newbuilding Secured Term Loan, dated October 25, 2006, by andamong Aegean Baltic Bank S.A. and HSH Nordbank AG, as Lenders, and Eton Marine Ltd., Benmore Services S.A. and IngramEnterprises Co., as Borrowers (8)

4.15 Second 2006 Newbuilding Secured Term Loan, dated October 27, 2006, by and among National Bank of Greece S.A., as Lender,and Tasman Seaways Inc. and Santon Limited, as Borrowers (1)

4.16 Supplemental Agreement, dated July 28, 2010, to the Second 2006 Newbuilding Secured Term Loan, dated October 27, 2006,by and among National Bank of Greece S.A., as Lender, and Tasman Seaways Inc. and Santon Limited, as Borrowers (11)

4.17 Supplemental Agreement, dated April 7, 2015, to the Second 2006 Newbuilding Secured Term Loan, dated October 27, 2006,by and among National Bank of Greece S.A., as Lender, and Tasman Seaways Inc. and Santon Limited, as Borrowers (11)

4.18 2006 Newbuilding Secured Syndicated Term Loan, dated October 30, 2006, by and among Aegean Baltic Bank S.A. andHSH Nordbank AG, as Lenders, and Kerkyra Marine S.A., Ithaki Marine S.A., Cephallonia Marine S.A., Paxoi Marine S.A.,Zakynthos Marine S.A., Lefkas Marine S.A. and Kythira Marine S.A., as Borrowers (1)

4.19 Supplemental Letter, dated June 20, 2013, to the 2006 Newbuilding Secured Syndicated Term Loan, dated October 30, 2006,by and among Aegean Baltic Bank S.A. and HSH Nordbank AG, as Lenders, and Kerkyra Marine S.A., Ithaki MarineS.A., Cephallonia Marine S.A., Paxoi Marine S.A., Zakynthos Marine S.A., Lefkas Marine S.A. and Kythira Marine S.A., asBorrowers (8)

4.20 Supplemental Agreement, dated October 22, 2013, to the 2006 Newbuilding Secured Syndicated Term Loan, dated October 30,2006, by and among Aegean Baltic Bank S.A. and HSH Nordbank AG, as Lenders, and Kerkyra Marine S.A., Ithaki MarineS.A., Cephallonia Marine S.A., Paxoi Marine S.A., Zakynthos Marine S.A., Lefkas Shipping (Pte.) Ltd. and Kythira MarineS.A., as Borrowers (11)

4.21 First 2006 Newbuilding Secured Term Loan, dated December 19, 2006, by and among The Royal Bank of Scotland plc, asLender, and Aegean Marine Petroleum Network Inc. and Aegean Marine Petroleum S.A., as Borrowers (2)

92



4.22 Supplemental Letter, dated May 23, 2007, to the First 2006 Newbuilding Secured Term Loan, dated December 19, 2006, by andamong The Royal Bank of Scotland plc, as Lender, and Aegean Marine Petroleum Network Inc. and Aegean Marine PetroleumS.A., as Borrowers (7)

4.23 Supplemental Letter, dated June 29, 2007, to the First 2006 Newbuilding Secured Term Loan, dated December 19, 2006, by andamong The Royal Bank of Scotland plc, as Lender, and Aegean Marine Petroleum Network Inc. and Aegean Marine PetroleumS.A., as Borrowers (7)

4.24 Supplemental Letter, dated September 21, 2007, to the First 2006 Newbuilding Secured Term Loan, dated December 19, 2006,by and among The Royal Bank of Scotland plc, as Lender, and Aegean Marine Petroleum Network Inc. and Aegean MarinePetroleum S.A., as Borrowers (7)

4.25 Supplemental Letter, dated October 19, 2007, to the First 2006 Newbuilding Secured Term Loan, dated December 19, 2006,by and among The Royal Bank of Scotland plc, as Lender, and Aegean Marine Petroleum Network Inc. and Aegean MarinePetroleum S.A., as Borrowers (7)

4.26 Supplemental Letter, dated October 30, 2007, to the First 2006 Newbuilding Secured Term Loan, dated December 19, 2006,by and among The Royal Bank of Scotland plc, as Lender, and Aegean Marine Petroleum Network Inc. and Aegean MarinePetroleum S.A., as Borrowers (7)

4.27 Supplemental Letter, dated November 15, 2007, to the First 2006 Newbuilding Secured Term Loan, dated December 19, 2006,by and among The Royal Bank of Scotland plc, as Lender, and Aegean Marine Petroleum Network Inc. and Aegean MarinePetroleum S.A., as Borrowers (11)

4.28 Supplemental Agreement, dated February 17, 2011, to the First 2006 Newbuilding Secured Term Loan, dated December 19,2006, by and among The Royal Bank of Scotland plc, as Lender, and Aegean Marine Petroleum Network Inc. and AegeanMarine Petroleum S.A., as Borrowers (11)

4.29 Supplemental Agreement, dated February 14, 2013, to the First 2006 Newbuilding Secured Term Loan, dated December 19,2006, by and among The Royal Bank of Scotland plc, as Lender, and Aegean Marine Petroleum Network Inc. and AegeanMarine Petroleum S.A., as Borrowers, as amended (7)

4.30 Supplemental Letter, dated January 23, 2014, to the First 2006 Newbuilding Secured Term Loan, dated December 19, 2006,by and among The Royal Bank of Scotland plc, as Lender, and Aegean Marine Petroleum Network Inc. and Aegean MarinePetroleum S.A., as Borrowers (11)

4.31 Supplemental Letter, dated November 20, 2014, to the First 2006 Newbuilding Secured Term Loan, dated December 19, 2006,by and among The Royal Bank of Scotland plc, as Lender, and Aegean Marine Petroleum Network Inc. and Aegean MarinePetroleum S.A., as Borrowers (11)

4.32 2007 Newbuilding Secured Term Loan, dated July 5, 2007, by and among The Royal Bank of Scotland Plc, as Lender, andAndros Marine Inc., Dilos Marine Inc., Ios Marine Inc., Sifnos Marine Inc. and Tinos Marine Inc., as Borrowers (2)

4.33 Supplemental Agreement, dated September 12, 2008, to the 2007 Newbuilding Secured Term Loan, dated July 5, 2007, by andamong The Royal Bank of Scotland Plc, as Lender, and Andros Marine Inc., Dilos Marine Inc., Ios Marine Inc., Sifnos MarineInc. and Tinos Marine Inc., as Borrowers, as amended and supplemented (4)

4.34 Supplemental Agreement, dated August 17, 2012, to the 2007 Newbuilding Secured Term Loan, dated July 5, 2007, by andamong The Royal Bank of Scotland Plc, as Lender, and Andros Marine Inc., Dilos Marine Inc., Ios Marine Inc., Aegean VIIShipping Ltd. and ANAFI Shipping (Pte.) Ltd., as Borrowers, as amended and supplemented (7)

4.35 Supplemental Agreement, dated November 20, 2012, to the 2007 Newbuilding Secured Term Loan, dated July 5, 2007, by andamong The Royal Bank of Scotland Plc, as Lender, and Andros Marine Inc., Dilos Marine Inc., Ios Marine Inc., Aegean VIIShipping Ltd. and ANAFI Shipping (Pte.) Ltd., as Borrowers, as amended and supplemented (7)

93



4.36 Supplemental Agreement, dated February 27, 2013, to the 2007 Newbuilding Secured Term Loan, dated July 5, 2007, by andamong The Royal Bank of Scotland Plc, as Lender, and Andros Marine Inc., Dilos Marine Inc., Ios Shipping Ltd, Aegean VIIShipping Ltd. and ANAFI Shipping (Pte.) Ltd., as Borrowers, as amended and supplemented (7)

4.37 Supplemental Agreement, dated April 16, 2013, to the 2007 Newbuilding Secured Term Loan, dated July 5, 2007, by and amongThe Royal Bank of Scotland Plc, as Lender, and Andros Marine Inc., Dilos Marine Inc., Ios Shipping Ltd, Aegean VII ShippingLtd. and ANAFI Shipping (Pte.) Ltd., as Borrowers, as amended and supplemented (11)

4.38 Supplemental Letter, dated January 23, 2014, to the 2007 Newbuilding Secured Term Loan, dated July 5, 2007, by and amongThe Royal Bank of Scotland Plc, as Lender, and Andros Marine Inc., Dilos Marine Inc., Ios Shipping Ltd, Sifnos Marine Inc.and Aegean VII Shipping Ltd, as Borrowers (11)

4.39 2008 Newbuilding Secured Term Loan, dated April 24, 2008, by and among Aegean Baltic Bank S.A. and HSH Nordbank AG,as Lenders, and Kassos Navigation S.A., Tilos Navigation S.A., Symi Navigation S.A. and Halki Navigation S.A., as Borrowers(4)

4.40 Supplemental Agreement, dated March 28, 2011, to the 2008 Newbuilding Secured Term Loan, dated April 24, 2008, by andamong Aegean Baltic Bank S.A. and HSH Nordbank AG, as Lenders, and Kassos Navigation S.A., Tilos Navigation S.A., SymiNavigation S.A. and Halki Navigation S.A., as Borrowers (11)

4.41 Supplemental Letter, dated June 8, 2011, to the 2008 Newbuilding Secured Term Loan, dated April 24, 2008, by and amongAegean Baltic Bank S.A. and HSH Nordbank AG, as Lenders, and Kassos Navigation S.A., Tilos Shipping (Pte.) Ltd., SymiNavigation S.A. and Halki Navigation S.A., as Borrowers (11)

4.42 Supplemental Agreement, dated June 23, 2011, to the 2008 Newbuilding Secured Term Loan, dated April 24, 2008, by andamong Aegean Baltic Bank S.A. and HSH Nordbank AG, as Lenders, and Kassos Navigation S.A., Tilos Shipping (Pte.) Ltd.,Symi Navigation S.A. and Halki Navigation S.A., as Borrowers (6)

4.43 Supplemental Letter, dated June 20, 2013, to the 2008 Newbuilding Secured Term Loan, dated April 24, 2008, by and amongAegean Baltic Bank S.A. and HSH Nordbank AG, as Lenders, and Kassos Navigation S.A., Tilos Shipping (Pte.) Ltd., SymiNavigation S.A. and Halki Navigation S.A., as Borrowers (8)

4.44 2013 Secured Multicurrency Revolving Credit Facility, dated September 19, 2013, by and among Aegean Marine PetroleumS.A., Aegean Petroleum International Inc., Aegean NWE N.V., ABN AMRO Bank N.V., BNP Paribas (Suisse) S.A., KBC BankNV, Natixis, Cooperatieve Centrale Raiffeisen-Boerenleebank B.A., ING Belgium Brussels, Geneva Branch, Société Générale,Belfius Bank N.V./S.A., National Bank of Greece S.A., Credit Suisse AG, Mashreqbank PSC, Emirates NBD PJSC, LondonBranch, and Arab Bank (Switzerland) Ltd (8)

4.45 Amendment and Restatement Agreement, dated September 18, 2014, to the 2013 Secured Multicurrency Revolving CreditFacility by and among Aegean Marine Petroleum S.A., Aegean Petroleum International Inc., Aegean NWE N.V., ABN AMROBank N.V., BNP Paribas (Suisse) S.A., KBC Bank NV, Natixis, Cooperatieve Centrale Raiffeisen-Boerenleebank B.A., INGBelgium Brussels, Geneva Branch, Société Générale, Belfius Bank N.V./S.A., National Bank of Greece S.A., Credit Suisse AG,Mashreqbank PSC, Emirates NBD PJSC, London Branch, and Arab Bank (Switzerland) Ltd. (10)

4.46 Amendment and Restatement Agreement, dated September 16, 2015, to the 2013 Secured Multicurrency Revolving CreditFacility by and among Aegean Marine Petroleum S.A., Aegean Petroleum International Inc., Aegean NWE N.V., AegeanBunkering German GMBH, ABN AMRO Bank N.V., BNP Paribas (Suisse) SA, KBC Bank NV, Natixis, CoӧperatieveRabobank U.A., ING Belgium Brussels, Geneva Branch, Société Générale, Belfius Bank N.V./S.A., National Bank of GreeceS.A., Credit Suisse AG, Mashreqbank PSC, Emirates NBD PJSC, London Branch, and Arab Bank (Switzerland) Ltd. (11)

94



4.47 Amendment and Restatement Agreement, dated September 16, 2016, to the 2013 Secured Multicurrency Revolving CreditFacility by and among Aegean Marine Petroleum S.A., Aegean Petroleum International Inc., Aegean NWE N.V., AegeanBunkering German GMBH, ABN AMRO Bank N.V., BNP Paribas (Suisse) SA, KBC Bank NV, Natixis, Cooperatieve CentraleRaiffeisen-Boerenleebank B.A., ING Belgium Brussels, Geneva Branch, Société Générale, Belfius Bank N.V./S.A., NationalBank of Greece S.A., Credit Suisse AG, Mashreqbank PSC, and Emirates NBD PJSC, London Branch

4.48 Uncommitted Line of Credit, dated December 17, 2013, by and between Aegean Bunkering (USA) LLC and ABN AMROCapital USA LLC (8)

4.49 Amended and Restated 2014 Uncommitted Working Capital Facility, dated August 22, 2014, by and between Aegean Bunkering(USA) LLC and ABN AMRO Capital USA LLC (10)

4.50 Amendment, dated August 12, 2015, to the Amended and Restated 2014 Uncommitted Working Capital Facility, dated August22, 2014, by and between Aegean Bunkering (USA) LLC and ABN AMRO Capital USA LLC (11)

4.51 Third Amendment, dated August 9, 2016, to the Amended and Restated 2014 Uncommitted Working Capital Facility, datedAugust 22, 2014, by and between Aegean Bunkering (USA) LLC and ABN AMRO Capital USA LLC

4.52 2014 Long Term Loan Agreement, dated March 21, 2014, by and between Aegean Barges NV and KBC Bank NV (8)

4.53 2015 Fujairah Credit Facility, dated October 7, 2015, by and among Aegean Oil Terminal Corporation, United Arab BankP.J.S.C., and Abu Dhabi Commercial Bank P.J.S.C. (11)

4.54 2016 South Africa Credit Facility, dated March 21, 2016, by and among Aegean Bunkering Services Inc. and Piraeus Bank S.A.(11)

4.55 Amended and Restated Trade Receivables Purchase Agreement, dated November 13, 2015, by and between Aegean MarinePetroleum S.A., as Seller, and Deutsche Bank AG, New York Branch, and Deutsche Bank Trust Company Americas, asPurchasers (11)

4.56 First Amendment to Amended and Restated Trade Receivables Purchase Agreement, dated November 14, 2016, by and amongAegean Marine Petroleum S.A., as Seller, and Deutsche Bank AG, New York Branch and Deutsche Bank Trust CompanyAmericas, as Purchasers

4.57 2015 Equity Incentive Plan (10)

4.58 2016 Loan Agreement, dated October 24, 2016, between Aegean Marine Petroleum S.A. and Grady Properties Corporation SA

4.59 Stock Purchase Agreement, dated August 17, 2016, amongst Aegean Marine Petroleum Network Inc., Leskira Holdings Co.Limited and Dimitris Melisanidis

4.60 OBAST Credit Facility, dated April 20, 2017, by and between OBAST Bunkering & Trading GmbH and HSH Nordbank AG

8.1 List of Subsidiaries

11.1 Code of Ethics (3)

12.1 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

12.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer

13.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350

95



13.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350

101 The following financial information from Aegean Marine Petroleum Network Inc.'s Annual Report on Form 20-F for the fiscalyear ended December 31, 2016, formatted in Extensible Business Reporting Language (XBRL):

(i) Consolidated Balance Sheets as of December 31, 2016 and 2015;(ii) Consolidated Statements of Income for the years ended December 31, 2016, 2015 and 2014;(iii) Consolidated Statements of Stockholders' Equity for the years ended December 31, 2016, 2015 and 2014;(iv) Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014; and(v) Notes to Consolidated Financial Statements.

_____________(1) Filed as an exhibit to the Company's Registration Statement on Form F-1, Registration No. 333-129768 and incorporated by

reference herein.

(2) Filed as an exhibit to the Company's Registration Statement on Form F-1, Registration No. 333-146918 and incorporated byreference herein.

(3) Filed as an exhibit to the Company's Annual Report on Form 20-F filed with the SEC on May 25, 2007 and incorporated byreference herein.

(4) Filed as an exhibit to the Company's Annual Report on Form 20-F filed with the SEC on April 22, 2009 and incorporated byreference herein.

(5) Filed as an exhibit to the Company's Registration Statement on Form 8-A filed with the SEC on August 14, 2009 and incorporatedby reference herein.




(9) Filed as an exhibit to the Company's Current Report on Form 6-K on October 25, 2013, and incorporated by reference herein.

(10) Filed as an exhibit to the Company's Annual Report on Form 20-F filed with the SEC on May 15, 2015 and incorporated byreference herein.


96



SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused andauthorized the undersigned to sign this annual report on its behalf.

AEGEAN MARINE PETROLEUM NETWORK INC.

By: /s/ E. Nikolas TavlariosName: E. Nikolas TavlariosTitle: President

Date: May 16, 2017




INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page

Report of Independent Registered Public Accounting Firm F-2

Report of Independent Registered Public Accounting Firm F-3

Consolidated Balance Sheets as of December 31, 2016 and 2015 F-4

Consolidated Statements of Income for the years ended December 31, 2016, 2015 and 2014 F-5

Consolidated Statements of Stockholders' Equity for the years ended December 31, 2016, 2015 and 2014 F-6

Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014 F-7

Notes to Consolidated Financial Statements F-8

F-1



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors ofAegean Marine Petroleum Network Inc.:

In our opinion, the accompanying consolidated balance sheet and the related consolidated statement of income, of stockholders' equity,and of cash flows present fairly, in all material respects, the financial position of Aegean Marine Petroleum Network Inc. and itssubsidiaries (the "Company") at December 31, 2016, and the results of their operations and their cash flows for the year endedDecember 31, 2016 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion,the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based oncriteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of theTreadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effectiveinternal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, includedin "Management's annual report on internal control over financial reporting" appearing in Item 15(b) of the Company's 2016 AnnualReport on Form 20-F. Our responsibility is to express opinions on these financial statements and on the Company's internal control overfinancial reporting based on our integrated audit. We conducted our audit in accordance with the standards of the Public CompanyAccounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free of material misstatement and whether effective internal control over financial reportingwas maintained in all material respects. Our audit of the financial statements included examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made bymanagement, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting includedobtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing suchother procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for ouropinions.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of thecompany; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effecton the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projectionsof any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes inconditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers S.A.Athens, GreeceMay 16, 2017

F-2



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Aegean Marine Petroleum Network, Inc.Majuro, Republic of the Marshall Islands

We have audited the accompanying consolidated balance sheets of Aegean Marine Petroleum Network, Inc. and subsidiaries (the"Company") as of December 31, 2015, and the related consolidated statements of income, stockholders' equity, and cash flows for eachof the two years in the period ended December 31, 2015. These financial statements are the responsibility of the Company's management.Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free ofmaterial misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Aegean MarinePetroleum Network, Inc. and its subsidiaries as of December 31, 2015, and the results of their operations and their cash flows for each ofthe two years in the period ended December 31, 2015, in conformity with accounting principles generally accepted in the United Statesof America.

/s/ Deloitte Certified Public Accountants S.A.Athens, Greece

April 28, 2016 (May 16, 2017 as to the effects of the adoption of the new accounting guidance on the presentation of debt issuance costsand the recording of a provision for income tax as described in Note 1.)

F-3



AEGEAN MARINE PETROLEUM NETWORK INC.CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of U.S. dollars – except for share and per share data)

December 31,2016 2015

RevisedASSETSCURRENT ASSETS:Cash and cash equivalents $ 93,836 $ 139,314Trade receivables, net of allowance for doubtful accounts of $8,647 and $7,278 as of December 31,2016 and 2015, respectively (Note 2 and 3) 503,751 309,874Trade receivables from related companies (Note 4) 11,509 18,963Due from related companies (Note 4) 9,548 6,887Derivative asset (Note 14) - 22,416Inventories (Note 5) 187,766 114,531Prepayments and other current assets, net of allowances for doubtful accounts of $2,160 and $565, as ofDecember 31, 2016 and 2015, respectively (Note 6) 95,885 116,004Deferred tax asset (Note 23) 3,769 2,133Restricted cash (Note 2) 3,188 828

Total current assets 909,252 730,950FIXED ASSETS:Advances for other fixed assets under construction 2,985 398Vessels, cost (Note 7) 457,401 480,346Vessels, accumulated depreciation (Note 7) (107,426) (109,328)

Vessels' net book value 349,975 371,018Other fixed assets, net (Note 8) 238,480 246,783

Total fixed assets 591,440 618,199OTHER NON-CURRENT ASSETS:Deferred charges, net (Note 9) 19,748 25,007Intangible assets (Note 10) 7,708 8,778Goodwill 66,031 66,031Derivative asset (Note 14) 6,041 -Other non-current assets 713 1,046

Total non-current assets 100,241 100,862Total assets 1,600,933 1,450,011

LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIES:Short-term borrowings (Note 12) 261,359 249,497Short-term borrowings from related companies (Note 4) 20,000 -Current portion of long-term debt (Note 13) 33,495 26,398Trade payables to third-parties 131,576 72,413Other payables to related companies (Note 4) 1,344 1,190Deferred tax liability (Note 23) - 990Derivative liability (Note 14) 12,503 -Accrued and other current liabilities (Note 11) 37,435 43,260

Total current liabilities 497,712 393,748NON-CURRENT LIABILITIES:Long-term debt, net of current portion (Note 13) 502,777 434,120Deferred tax liability (Note 23) 6,626 2,563Derivative liability (Note 14) 987 420Other non-current liabilities 3,240 2,273

Total non-current liabilities 513,630 439,376COMMITMENTS AND CONTINGENCIES (Note 15)STOCKHOLDERS' EQUITY:Preferred stock, $0.01 par value; 25,000,000 shares authorized, none issued (Note 21) -



Common stock, $0.01 par value; 100,000,000 shares authorized at December 31, 2016 and December31, 2015; 41,375,461 and 51,382,492 shares issued and 39,403,822 and 49,410,853 shares outstandingat December 31, 2016 and December 31, 2015, respectively (Note 21) 414 514Treasury stock, $0.01 par value; 1,971,639 shares, repurchased at December 31, 2016 and December31, 2015 (Note 21) (29,327) (29,327)Additional paid-in capital (Note 21) 418,215 394,068Retained earnings 200,231 251,632

Total AMPNI stockholders' equity 589,533 616,887Non-controlling interest 58 -

Total equity 589,591 616,887Total liabilities and equity $ 1,600,933 $ 1,450,011

The accompanying notes are an integral part of these consolidated financial statements.

F-4



AEGEAN MARINE PETROLEUM NETWORK INC.CONSOLIDATED STATEMENTS OF INCOME


For the Year Ended December 31,2016 2015 2014

Revised RevisedRevenuesRevenues – third-parties (Note 16) $ 4,055,557 $ 4,211,596 $ 6,625,244Revenues – related companies (Note 4 and 16) 20,662 20,058 36,557Total Revenues 4,076,219 4,231,654 6,661,801

Cost of RevenuesCost of revenues – third-parties (Note 16) 3,658,681 3,762,688 5,971,819Cost of revenues – related companies (Note 4 and 16) 64,054 137,137 352,888Total Cost of Revenues 3,722,735 3,899,825 6,324,707

Gross Profit 353,484 331,829 337,094

OPERATING EXPENSES:Selling and Distribution (Note 17) 202,266 205,078 220,830General and Administrative (Note 18) 49,757 43,318 38,099Amortization of intangible assets (Note 10) 1,070 1,421 3,323Loss on sale of vessels, net (Note 7) 6,312 130 12,864Impairment charge (Note 7 and 10) - 5,308 4,062Total operating expenses 259,405 255,255 279,178

Operating income 94,079 76,574 57,916

OTHER INCOME/(EXPENSE):Interest and finance costs (Note 19) (36,499) (37,608) (33,898)Interest income 251 52 117Foreign exchange (losses) / gains, net (1,544) 308 (6,032)

Total other expenses, net (37,792) (37,248) (39,813)Income before income taxes 56,287 39,326 18,103

Income taxes (Note 23) (4,358) (4,485) (1,964)

Net income 51,929 34,841 16,139Net income attributed to non-controlling interest 58 - 49Net income attributed to AMPNI shareholders $ 51,871 $ 34,841 $ 16,090

Basic earnings per common share (Note 22) $ 1.11 $ 0.71 $ 0.34Diluted earnings per common share (Note 22) $ 1.11 $ 0.71 $ 0.34

Weighted average number of common shares outstanding, basic (Note 22) 44,919,189 47,271,582 46,271,716Weighted average number of common shares outstanding, diluted (Note 22) 44,919,189 47,271,582 46,271,716


F-5



AEGEAN MARINE PETROLEUM NETWORK INC.CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY


Common Stock Treasury Stock

Numberof Shares

ParValue

Numberof Shares Value

AdditionalPaid-inCapital

RetainedEarnings

Non-Controlling

Interest TotalRevised Revised

BALANCE, December31, 2013 49,243,659 492 (1,971,639) (29,327) 363,160 207,030 291 541,646

- Net income - - - - - 16,090 49 16,139- Dividends declared andpaid ($0.05 per share)(Note 21) - - - - - (2,403) - (2,403)- Share-basedcompensation (Note 20) 999,333 10 - - 8,764 - - 8,774-Purchase of non-controlling interest insubsidiary - - - - - - (340) (340)

BALANCE, December31, 2014 50,242,992 502 (1,971,639) (29,327) 371,924 220,717 - 563,816

- Net income - - - - - 34,841 - 34,841- Dividends declared andpaid ($0.08 per share)(Note 21) - - - - - (3,926) - (3,926)- Equity component ofconvertible notes - - - - 12,114 - - 12,114- Share-basedcompensation (Note 20) 1,139,500 12 - - 10,030 - - 10,042

BALANCE, December31, 2015 51,382,492 514 (1,971,639) (29,327) 394,068 251,632 - 616,887

- Net income - - - - - 51,871 58 51,929- Dividends declared andpaid ($0.08 per share)(Note 21) - - - - - (3,805) - (3,805)- Equity component ofconvertible notes - - - - 11,931 - - 11,931- Share-basedcompensation (Note 20) 1,296,000 13 - - 12,216 - - 12,229- Repurchase andretirement of commonstock (11,303,031) (113) - - - (99,467) - (99,580)

BALANCE, December31, 2016 41,375,461 414 (1,971,639) (29,327) 418,215 200,231 58 589,591




F-6



AEGEAN MARINE PETROLEUM NETWORK INC.CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of U.S. dollars)For the Year Ended December 31,

2016 2015 2014Revised Revised

Cash flows from operating activities:Net income $ 51,929 $ 34,841 $ 16,139Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation 24,941 25,799 21,325Provision of doubtful accounts 3,624 1,992 3,229Share-based compensation 12,229 10,042 8,774Amortization 18,417 18,998 14,160Income taxes 1,437 2,388 (89)Loss on sale of vessels, net 6,312 130 12,864Impairment charge - 5,308 4,062Change in fair value of derivatives 29,445 (3,647) (19,658)Other non-cash charges (678) (446) (870)

(Increase) / Decrease in:Trade receivables (188,049) 40,744 117,925Due from related companies (2,661) (914) (4,008)Inventories (73,235) 42,459 146,307Prepayments and other current assets 17,959 (61,668) (16,194)

Increase / (Decrease) in:Trade payables 59,167 (46,639) (122,687)Other payables to related companies 150 14 (730)Accrued and other current liabilities (5,219) (10,052) 11,366

Decrease / (increase) in other non-current assets 333 (121) (746)Increase in other non-current liabilities 967 1 1,341Payments for dry-docking (4,683) (9,502) (10,304)Net cash (used in) / provided by operating activities (47,615) 49,727 182,206Cash flows from investing activities:Advances for vessels under construction - (2,979) (2,730)Advances for vessel acquisitions (8,667) - (7,786)Advances for other fixed assets under construction (2,587) (5,391) (61,405)Net proceeds from sale of vessels 8,105 49 16,156Net proceeds from sale of vessel to a related party 400 - -Purchase of other fixed assets (177) (771) (7,955)Increase in restricted cash (862) 1,478 4,226Net cash used in investing activities (3,788) (7,614) (59,494)Cash flows from financing activities:Proceeds from long-term debt 163,000 173,274 119,455Repayment of long-term debt (76,150) (119,112) (35,706)Repayment of capital lease obligation - - (395)Net change in short-term borrowings 11,862 (69,481) (127,612)Proceeds from short-term borrowings from related parties 20,000 - -Increase in restricted cash (1,498) - -Financing costs paid (8,066) (9,009) (3,279)Repurchases of common stock (99,580) - -Dividends paid to non-controlling interest - - (340)Dividends paid (3,805) (3,926) (2,403)Net cash provided by / (used in) financing activities 5,763 (28,254) (50,280)Effect of exchange rate changes on cash and cash equivalents 162 (4,096) (5,456)Net (decrease) / increase in cash and cash equivalents (45,478) 9,763 66,976Cash and cash equivalents at beginning of year 139,314 129,551 62,575Cash and cash equivalents at end of year $ 93,836 $ 139,314 $ 129,551



SUPPLEMENTAL CASH FLOW INFORMATIONCash paid during the year for interest, net of capitalized interest: $ 26,126 $ 21,501 $ 21,447Cash paid during the year for income taxes: $ 2,065 $ 936 $ 3,388Non cash advances for other fixed assets under construction: - - 4,150Non cash advances for vessels under construction: - - 1,151


F-7



AEGEAN MARINE PETROLEUM NETWORK INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. dollars -Except share and per share data, unless otherwise stated)

1. Basis of Presentation:

The accompanying consolidated financial statements include the accounts of Aegean Marine Petroleum Network Inc. (hereinafter referredto as "Aegean") and its subsidiaries (Aegean and its subsidiaries are hereinafter collectively referred to as the "Company"). The Companyis an independent physical supplier and marketer of refined marine fuel and lubricants to ships in port and at sea.

Aegean was formed on June 6, 2005, under the laws of the Republic of the Marshall Islands, for the purpose of acquiring all outstandingcommon shares of companies owned, directly and indirectly, by Leveret International Inc. ("Leveret"), which is controlled by Aegean'sfounder and former Head of Corporate Development, Mr. Dimitris Melisanidis.

In December 2006, Aegean completed its initial public offering of 14,375,000 common shares on the New York Stock Exchange underthe United States Securities Act of 1933, as amended.

Material Subsidiaries as of December 31, 2016

(a) Aegean Marine Petroleum S.A. ("AMP"), incorporated in the Republic of Liberia on January 4, 1995, is engaged inthe commercial purchase and sale of marine petroleum products and is the principal operating entity of the Company.

(b) Service Centers, which monitor and support the logistical aspects of each order in their respective geographicallocations.

Company Name Jurisdiction of IncorporationDate of

IncorporationAegean Marine Petroleum LLC (the "UAE Service Center") United Arab Emirates 07/26/2000Aegean Bunkering Gibraltar Ltd. (the "Gibraltar Service Center") Gibraltar 08/07/1997Aegean Bunkering Jamaica Ltd. (the "Jamaica Service Center") Jamaica 11/25/2004Aegean Bunkering (Singapore) Pte. Ltd. (the "Singapore ServiceCenter")

Singapore 06/07/2005

ICS Petroleum Ltd (the "Vancouver Service Center") Canada 11/25/1985ICS Petroleum (Montreal) Ltd (the "Montreal Service Center") Canada 06/03/1986Aegean Bunkering Trinidad Ltd. (the "Trinidad Service Center") Trinidad & Tobago 02/20/2006Aegean North West Europe NV ("ANWE", the "NW Europe BusinessCenter")

Belgium 02/12/1986

Aegean Bunkering Combustibles Las Palmas S.A. (the "CanaryIslands Service Center"

Las Palmas 04/30/2010

Aegean Bunkering Morocco SARL AU (the "Tangier ServiceCenter")

Morocco 05/28/2010

Aegean Bunkering (USA) LLC (the "US East & West Coast BusinessCenter")

USA 11/06/2013

Aegean Bunkering Germany BD&M GmbH (the "Hamburg ServiceCenter")

Germany 12/02/2014

Aegean Bunkering Marine Services PTY Ltd (the "South AfricaService Center")

South Africa 10/15/2013

F-8





1. Basis of Presentation: (Continued)

The following companies are also the owners of the vessels presented in the table:

Company NameService/

Business centerVesselName

YearBuilt

DateAcquired

Aegean Barges NV NW Europe Colorado 2004 04/01/2010Aegean North West Europe NV NW Europe Willem SR* 2006 04/01/2010

Aegean Barges NV NW Europe Texas 2003 04/01/2010Aegean Barges NV NW Europe Montana 2011 05/26/2011

Aegean North West Europe NV NW Europe Florida* 2011 11/15/2011Aegean Barges NV NW Europe New Jersey 2006 03/25/2014

*10% of ownership

(c) Aegean Bunkering Services Inc. (the "Manager") was incorporated in the Marshall Islands on July 11, 2003 andprovides all the vessel-owning companies listed below with a wide range of shipping services such as technical supportand maintenance, insurance arrangement and handling, financial administration and accounting services.

F-9






(d) Vessel-owning companies with operating vessels:

Vessel Details

Company NameDate of

Incorporation Vessel Name Year Built Date AcquiredMilos Shipping Pte. Ltd. ("Milos") 11/23/2006 Milos 2007 06/29/2007Serifos Shipping Pte. Ltd. ("Serifos") 11/23/2006 Serifos 2007 11/20/2007Kithnos Maritime Inc. ("Kithnos") 01/28/2005 Kithnos 2007 11/30/2007Mykonos I Maritime Ltd. ("Mykonos I") 01/28/2005 Mykonos 2008 06/25/2008Aegean Tanking S.A. ("Umnenga") 07/12/2006 Umnenga 1993 03/23/2016Santorini I Maritime Ltd. ("Santorini I") 01/28/2005 Santorini 2008 09/26/2008Eton Marine Ltd. ("Eton") 12/21/2005 Patmos 2008 11/18/2008Paros Maritime Inc. ("Paros") 01/28/2005 Paros I 2008 11/25/2008Kimolos Shipping Pte. Ltd. ("Kimolos") 01/28/2005 Kimolos 2008 03/04/2008Kerkyra Marine S.A.("Kerkyra") 09/26/2006 Kerkyra 2009 07/29/2009Tasman Seaways Inc.("Kalymnos") 12/21/2005 Kalymnos 2009 02/20/2009Paxoi Marine S.A.("Paxoi") 09/26/2006 Paxoi 2009 11/20/2009Ithaki Marine S.A. ("Ithaki") 09/26/2006 Ithaki 2009 09/01/2009Cephallonia Marine S.A. 09/26/2006 Kefalonia 2009 10/15/2009ICS Petroleum Ltd. ("ICS") 05/24/1985 PT22 2001 05/29/2009Ios Marine Inc. ("Lefkas") 02/21/2007 Lefkas 2010 03/16/2010Andros Marine Ltd. ("Andros") 02/21/2007 Andros 2010 02/05/2010Zakynthos Marine S.A. ("Zakynthos") 09/27/2006 Zakynthos 2010 01/20/2010Kythira Marine S.A. ("Kythira") 09/26/2006 Kythira 2010 04/30/2010Dilos Marine Inc. ("Dilos") 02/21/2007 Dilos 2010 05/05/2010Benmore Services S.A. ("Benmore") 12/21/2005 Nisyros 2010 06/01/2010Santon Limited ("Santon") 01/10/2006 Leros 2010 09/03/2010Kassos Navigation S.A. ("Kassos") 02/14/2008 Kassos 2010 10/29/2010Tilos Shipping Pte Ltd. ("Tilos") 02/14/2011 Tilos 2011 03/28/2011Sifnos Marine Inc. ("Anafi") 02/21/2007 Anafi 2011 04/06/2011Halki Navigation S.A. ("Halki") 02/14/2008 Halki 2011 07/28/2011Aegean VII Shipping Ltd. 09/07/2005 Sikinos 2011 08/11/2011Symi Navigation S.A. 02/14/2008 Symi 2012 04/11/2012Amorgos Maritime Inc. ("Amorgos") 01/28/2005 Amorgos 2007 12/21/2007ICS Petroleum Ltd. ("ICS") 05/24/1985

PT402014

05/01/2015Ios Shipping Ltd. 11/14/2012 Ios I 2010 09/08/2010

(e) Aegean Management Services M.C. was incorporated in Piraeus on February 20, 2008 and provides all the vessel-maritime companies listed below with a wide range of shipping services such as technical support for ISM purposes,insurance arrangement and handling and accounting services.

F-10






(f) Vessel-maritime companies with operating vessels in Greece:

Vessel Details

Company NameDate of

IncorporationVesselName

YearBuilt

DateAcquired

Aegean Tiffany Maritime Company 01/23/2009 Aegean Tiffany 2004 07/07/2004Aegean Breeze Maritime Company 01/23/2009 Aegean Breeze I 2004 07/07/2004Aegean Rose Maritime Company 12/02/2002 Aegean Rose 1988 01/21/2003Aegean Ship III Maritime Company 06/23/2008 Aegean III 1990 07/08/2008Aegean Ship VIII Maritime Company 06/23/2008 Aegean VIII 1989 07/08/2008Aegean Ace Maritime Company 01/26/2009 Aegean Ace 1992 03/23/2009Aegean Maistros Maritime Company 11/21/2007 Aegean Orion 1991 09/07/2009Aegean Gas Maritime Company 07/24/2001 Mediterranean 1982 02/28/2010Sealand Navigation Inc. 04/27/2011 Karpathos 2010 07/12/2010Tinos Marine Inc. ("Syros") 02/21/2007 Syros 2008 04/21/2008Tempest Shiptrade Ltd. ("Naxos") 05/07/2014 Naxos 2009 01/07/2009

(g) Other companies with material assets and/or liabilities:

Company NameDate of

IncorporationCountry of

Incorporation ActivityAegean Investments S.A. ("Aegean Investments") 11/05/2003 Marshall Islands Holding companyAegean Holdings S.A. ("Aegean Holdings") 02/26/2003 Marshall Islands Holding companyAegean Oil (USA), LLC ("Aegean USA") 04/07/2005 United States Marketing officeAegean Petroleum International Inc. 02/22/2008 Marshall Islands Fuel commerceAMPNI Holdings Co Limited ("AMPNI Holdings") 02/02/2009 Cyprus Holding companyAegean Caribbean Holdings Inc. 01/07/2009 Saint Lucia Holding companyCaribbean Renewable Energy Sources Inc. 02/02/2007 British Virgin Islands Asset ownerAegean Oil Terminal Corporation 04/14/2008 Marshall Islands Oil Terminal Facility owner and operator

As of December 31, 2016, Aegean's ownership interest in all the above subsidiaries, apart from Aegean Bunkering Marine Services PTYLtd that is 74% owned, amounted to 100%.

For the years ended December 31, 2016, 2015 and 2014, no customer individually accounted for more than 10% of the Company's totalrevenues.

F-11






Debt issuance costs: In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2015-03,"Simplifying the Presentation of Debt Issuance Costs," ("ASU 2015-03"), which is effective for fiscal years, and interim periods withinthose years, beginning after December 15, 2015. ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a directdeduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The amortizationof such costs will continue to be reported as interest expense. Accordingly, the Company has adopted this accounting standard andreclassified the prior-period amounts to conform to the current-period presentation.

The retrospective effect of our adoption of ASU 2015-03, which affected only the presentation of deferred debt issuance costs in ourConsolidated Balance Sheets at December 31, 2015, is as follows:

Deferredcharges, net

Long-termDebt

(In thousands)Amount as previously presented, before adoption ofASU 2015-03 $ 31,652 $ 440,765Deferred debt issuance costs (6,645) (6,645)

Amount as restated, after adoption of ASU 2015-03 $ 25,007 $ 434,120

F-12






Revision of Previously-Issued Financial StatementsDuring the year ended December 31, 2016, the Company revised its financial statements for 2015 and 2014 to record a provision for awithholding tax, related to income tax, in a subsidiary and has made adjustments in each successive period.The Company assessed the effect of the above adjustments in the prior periods' financial statements in accordance with the SEC's StaffAccounting Bulletins No. 99 and 108 and, based on an analysis of quantitative and qualitative factors, determined that these were notmaterial to any of the Company's prior interim and annual financial statements.All financial information contained in the accompanying notes has been revised to reflect the correction of this error.

The following tables present the effect of the aforementioned revision:As of and for the year ended December 31,

2015As

previouslypresented

Adjustment As revised

CONSOLIDATED BALANCE SHEETSAccrued and other current liabilities $ 38,621 $ 4,639 $ 43,260Total current liabilities 389,109 4,639 393,748Retained earnings 256,271 (4,639) 251,632Total AMPNI stockholders' equity 621,526 (4,639) 616,887Total equity $ 621,526 $ (4,639) $ 616,887

CONSOLIDATED STATEMENTS OF INCOMEIncome taxes $ (3,446) $ (1,039) $ (4,485)Net Income 35,880 (1,039) 34,841Net income attributed to AMPNI shareholders $ 35,880 $ (1,039) $ 34,841

Basic earnings per common share $ 0.73 $ (0.02) $ 0.71Diluted earnings per common share $ 0.73 $ (0.02) $ 0.71

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITYBALANCE, December 31, 2014/ Retained Earnings $ 224,317 $ (3,600) $ 220,717Net income/ Retained Earnings 35,880 $ (1,039) $ 34,841BALANCE, December 31, 2015/ Retained Earnings $ 256,271 (4,639) 251,632

CONSOLIDATED STATEMENTS OF CASH FLOWSCash flows from operating activities:Net income $ 35,880 $ (1,039) $ 34,841Increase / (Decrease) in:Accrued and other current liabilities $ (11,091) $ 1,039 $ (10,052)

F-13






For the year ended December 31, 2014As

previouslypresented


CONSOLIDATED STATEMENTS OF INCOMEIncome taxes $ (464) $ (1,500) $ (1,964)Net Income 17,639 (1,500) 16,139Net income attributed to AMPNI shareholders $ 17,590 $ (1,500) $ 16,090

Basic earnings per common share $ 0.37 $ (0.03) $ 0.34Diluted earnings per common share $ 0.37 $ (0.03) $ 0.34

CONSOLIDATED STATEMENTS OF CASH FLOWSCash flows from operating activities:Net income $ 17,639 $ (1,500) $ 16,139Increase / (Decrease) in:Accrued and other current liabilities $ 9,866 $ 1,500 $ 11,366

F-14





2. Significant Accounting Policies:

Principles of Consolidation: The consolidated financial statements have been prepared in accordance with U.S. generally acceptedaccounting principles and include for each of the three years in the period ended December 31, 2016, the accounts and operating resultsof the Company. Intercompany balances and transactions have been eliminated in consolidation. The Company consolidates subsidiarieswhere it holds a controlling financial interest or it has an interest in a variable interest entity (VIE). The condition for a controllingfinancial interest is ownership of majority of the voting interest of over 50% of the outstanding voting shares or the power to direct theactivities of the entity that most significantly affect the entity's economic performance and the obligation to absorb losses of the entitythat could potentially be significant to the entity or the right to receive benefits from the entity that could potentially be significant to theentity. Noncontrolling interest in both equity and results of operations of subsidiaries are presented separately.

Use of Estimates: The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principlesrequires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure ofcontingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expensesduring the reporting period. Actual results could differ from those estimates.

Foreign Currency Transactions: The functional currency of Aegean and its material subsidiaries is the U.S. dollar because the Companypurchases and sells marine petroleum products in the international oil and gas markets and because the Company's vessels operate ininternational shipping markets; both of these international markets transact business primarily in U.S. dollars. The Company's accountingrecords are maintained in U.S. dollars. Transactions involving other currencies during the year are converted into U.S. dollars using theexchange rates in effect at the time of the transactions. At the balance sheet dates, monetary assets and liabilities denominated in othercurrencies are adjusted to reflect the year-end exchange rates. Resulting gains or losses are reflected separately in the accompanyingconsolidated statements of income.

Cash and Cash Equivalents: The Company considers highly liquid investments such as time deposits and certificates of deposit with anoriginal maturity of three months or less at time of purchase to be cash equivalents.

Restricted Cash: Restricted cash consists of interest-bearing deposits with certain banks as cash collateral against outstanding short-termfacilities and retention accounts that can only be used for the purposes of repayment of current portions of long-term loans. Restrictedcash also includes interest-bearing deposits with an international bank as cash collateral against standby letters of credit issued by thesame bank to a shipyard. Restricted cash is classified as non-current when the funds are to be used to acquire non-current assets.

F-15





2. Significant Accounting Policies: (Continued)

Trade Receivables, net: Management is responsible for approving credit to customers, setting and maintaining credit standards, andmanaging the overall quality of the credit portfolio. The Company performs ongoing credit evaluations of its customers based uponpayment history and the assessments of customers' credit worthiness. The Company generally provides payment terms of approximately30 days. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated creditlosses based upon its historical experience with its customers, current market conditions of its customers, and any specific customercollection issues. Accounts receivable are reduced by an allowance for amounts that may become uncollectible in the future. TheCompany had accounts receivable of $512,398 and $317,152, before allowances for doubtful accounts of $8,647 and $7,278 as ofDecember 31, 2016 and 2015, respectively. Allowances for doubtful accounts are summarized as follows:

Allowancesfor doubtful

accountsBalance, December 31, 2013 $ 2,622

- Recoveries (599)- Additions 3,828

Balance, December 31, 2014 5,851- Recoveries (662)- Additions 2,089

Balance, December 31, 2015 7,278- Recoveries (1,302)- Additions 2,671

Balance, December 31, 2016 $ 8,647

The Company transfers ownership of eligible trade account receivable to a third-party purchaser without recourse in exchange for cash.The factoring of trade accounts receivable under the agreement is accounted for as a sale. Proceeds from the transfer reflect the carryingamount of the trade account receivable less a discount. The trade account receivables sold pursuant to this factoring agreement areexcluded from trade receivables in the consolidated balance sheets and the proceeds are reflected as cash provided by operating activitiesin the consolidated statements of cash flows. The Company continues to service, administer and collect the trade account receivablessold under this program. The Company does not record a servicing asset or liability on the consolidated balance sheets as the Companyestimates the fee it receives is at fair value. Servicing fees paid are recorded in the interest and finance costs in the accompanyingconsolidated statements of income.

F-16






Insurance Claims: Insurance claims at each balance sheet date consist of claims submitted and/or claims in the process of compilationor submission (claims pending). They are recorded on an accrual basis and represent the claimable expenses, net of applicabledeductibles, incurred through December 31 of each reporting period, which are probable to be recovered from insurance companies.Any remaining costs to complete the claims are included in accrued liabilities. The classification of insurance claims into current andnon-current assets is based on management's expectations as to their collection dates.

Inventories: Inventories comprise marine fuel oil ("MFO"), marine gas oil ("MGO"), lubricants, stores and victuals which are stated atthe lower of cost or market. Cost is determined by the first in, first out method. Inventory costs include expenditures directly incurred inbringing the inventory to its existing condition and location.

Vessel Cost: Vessels are stated at cost, which consists of the contract price and any material expenses incurred upon acquisition (initialrepairs, improvements and delivery expenses, interest and on-site supervision costs incurred during the construction periods). Subsequentexpenditures for conversions and major improvements are also capitalized when they appreciably extend the life, increase the earningcapacity or improve the efficiency or safety of the vessels; otherwise these amounts are charged to expense as incurred.

Advances and milestone payments made to shipyards during construction periods are classified as "Advances for vessels underconstruction" until the date of delivery and acceptance of the vessel, at which date they are reclassified to "Vessels, cost". Advancesfor vessels under construction also include supervision costs, amounts paid under engineering contracts, capitalized interest and otherexpenses directly related to the construction of the vessels.

Amounts of interest to be capitalized during the asset acquisition period are determined by applying an interest rate ("the capitalizationrate") to the average amount of accumulated expenditures for the asset during the period. The capitalization rates used in an accountingperiod are based on the rates applicable to borrowings outstanding during the period. The Company does not capitalize amounts in excessof actual interest expense incurred in the period. If the Company's financing plans associate a specific new borrowing with a qualifyingasset, the Company uses the rate on that borrowing as the capitalization rate to be applied to that portion of the average accumulatedexpenditures for the asset that does not exceed the amount of that borrowing. If average accumulated expenditures for the asset exceedthe amounts of specific new borrowings associated with the asset, the capitalization rate applied to such excess is a weighted average ofthe rates applicable to other borrowings of the Company.

Vessels acquired as a part of an acquisition are recognized at their fair value as at the date of the acquisition.

Vessel Depreciation on Ocean- going Bunkering Tankers: Depreciation is computed using the straight-line method over the estimateduseful life of the vessels, after considering the estimated salvage value. Each vessel's estimated salvage value is equal to the product ofits light-weight tonnage and the estimated scrap rate. Management estimates the useful life of the Company's bunkering tankers to be 30years from the date of initial delivery from the shipyard. Management estimates the useful life of the Company's floating storage facilitiesto be 30 years from the date of acquisition. Secondhand vessels are depreciated from the date of their acquisition through their remainingestimated useful life. However, when regulations place limitations on the ability of a vessel to trade, its useful life is adjusted to end atthe date such regulations become effective.

Vessel Depreciation on In-Land Waterway Bunkering Tankers: Depreciation is computed using the straight-line method over theestimated useful life of the vessels, after considering the estimated salvage value. Each vessel's estimated salvage value is equal to theproduct of its light-weight tonnage and the estimated scrap rate. Management estimates the useful life of the in-land waterwaybunkering tankers to be 45 years from the date of the initial delivery from the shipyard.

F-17






Other fixed assets, net: Depreciation is computed using the straight-line method over the estimated useful life of the assets, afterconsidering any estimated salvage value. Management estimates the useful life of the Company's other fixed assets as follows:

Buildings 40 yearsStorage Facilities Lease terminationFurniture & Fittings 5 yearsMachinery & Equipment 5 yearsComputers 3 yearsVehicles 5 years

Intangible Assets: These assets are being amortized over their useful life.

Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair valueat the acquisition date. Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost lessaccumulated amortization and accumulated impairment losses, if any. These assets are being amortized over their useful life.

Goodwill: Goodwill represents the excess of the purchase price over the net of the fair value of the identifiable tangible and intangibleassets acquired and the fair value of liabilities assumed in business acquisitions. As required by the goodwill topic of the FASBAccounting Standard Codification (ASC) Topic 350, Intangibles Goodwill and Other, goodwill is not amortized, but tested as ofDecember 31 of each year for impairment. The Company also evaluates goodwill for impairment at any time that events occur orcircumstances change indicating a possible impairment. The Company tests for goodwill impairment using the two-step process. The firststep of the goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carryingamount, including goodwill. The second step of the goodwill impairment test, used to measure the amount of impairment loss, comparesthe implied fair value of reporting unit goodwill with the carrying amount of that goodwill. Fair value of the reporting units is derivedusing discounted cash flow analysis.

We calculated the fair value of the reporting unit using the discounted cash flow method, and determined that the fair value of thereporting unit exceeded its book value, including the goodwill. The discounted cash flows calculation is subject to historical data andto management judgment related to revenue growth, capacity utilization, the weighted average cost of capital and the future price ofmarine fuel products. Although we believe that the assumptions used to evaluate potential impairment are reasonable and appropriate,such assumptions are subjective. We perform sensitivity tests on our sale volume, gross spread, net operating cash flows, average inflationand growth rate. No impairment loss was recorded for any of the periods presented.

F-18






Impairment of Long-Lived Assets: Accounting guidance requires that long-lived assets and certain identifiable intangible assets heldand used or to be disposed of by an entity, be reviewed for impairment whenever events or changes in circumstances indicate that thecarrying amount of the assets may not be recoverable. In evaluating useful lives and carrying values of long-lived assets, the Companyreviews certain indicators of potential impairment, such as vessel sale and purchase prices in the marketplace, business plans and overallmarket conditions. When the estimate of undiscounted cash flows, excluding interest charges, expected to be generated by the use ofthe asset and any future disposal is less than its carrying amount, the asset should be evaluated for an impairment loss. In developingestimates of future cash flows, the Company relied upon estimates made by management with regard to the Company's vessels and itsother fixed assets, including future deliveries and storage throughput usage, operating expenses, and the estimated remaining useful livesof the vessels or other fixed assets. These assumptions are based on historical trends as well as future expectations and are consistent withthe plans and forecasts used by management to conduct its business. The variability of these factors depends on a number of conditions,including uncertainty about future events and general economic conditions; therefore, the Company's accounting estimates might changefrom period to period. In the event that undiscounted projected net operating cash flows were less than carrying value, the Companywould estimate the fair value of the related asset and record a charge to operations calculated by comparing the asset's carrying valueto the estimated fair value. Measurement of the impairment loss is based on the fair value of the asset as determined by managementconsidering third-party valuations and discounted future cash flows attributable to the vessel or asset group. The Company regularlyreviews the carrying amount of its long-lived assets.

Accounting for Drydocking Costs: The Company's vessels are generally required to be drydocked every 30 to 60 months for majorrepairs and maintenance that cannot be performed while the vessels are in operation. The Company follows the deferral method ofaccounting for drydocking costs whereby actual costs incurred are deferred and are amortized on a straight-line basis over the periodthrough the date the next drydocking is scheduled to become due. Unamortized drydocking costs of vessels that are sold are written offagainst income in the year of the vessel's sale.

Leases: Leases are classified as capital leases if they meet at least one of the following criteria: (i) the leased asset automatically transferstitle at the end of the lease term; (ii) the lease contains a bargain purchase option; (iii) the lease term equals or exceeds 75% of theremaining estimated economic life of the leased asset; (iv) or the present value of the minimum lease payments equals or exceeds 90% ofthe excess of fair value of the leased property. If none of the above criteria is met, the lease is accounted for as an operating lease.

The Company records vessels under capital leases as fixed assets at the lower of the present value of the minimum lease payments atinception of the lease or the fair value of the vessel. Vessels under capital leases are amortized over the estimated remaining useful lifeof the vessel or until the end of the lease term, if shorter. Assets held under capital leases are presented as "Advances for vessels underconstruction and acquisitions" in the balance sheet until the vessel is deemed ready for its intended use and the balance is reclassifiedto "Vessels, cost". The current portion of capitalized lease obligations are reflected in the balance sheet in "Accrued and other currentliabilities" and remaining long-term capitalized lease obligations are presented as "Other non-current liabilities".

Financing Costs: Fees incurred for obtaining new loans or refinancing existing loans are deferred and amortized to interest expenseover the life of the related debt using the effective interest method. Unamortized fees relating to loans repaid or refinanced are generallyexpensed in the period the repayment or refinancing is made.

F-19






Convertible Senior Notes: In accordance with Accounting Standards Codification (ASC), Topic 470, Debt, for convertible debtinstruments that contain cash settlement options upon conversion at the option of the issuer, the Company determines the carrying amountof the liability and equity component of its convertible notes by first determining the carrying amount of the liability component bymeasuring the fair value of a similar liability that does not have an associated equity component. The carrying amount of the equitycomponent representing the embedded conversion option is determined by deducting the fair value of the liability component from thetotal proceeds. The resulting debt discount is amortized to interest cost using the effective interest method over the period the debt isexpected to be outstanding as an additional non-cash interest expense. Transaction costs associated with the instrument are allocated pro-rata between the debt and equity components.

Pension and Retirement Benefit Obligations: The vessel-owning companies included in the consolidation employ the crew on boardunder short-term contracts (usually up to nine months) and accordingly, they are not liable for any pension or post retirement benefits.The Company's full-time Greek employees are covered by state-sponsored pension funds for which the Company is required to contributea portion of the monthly salary of these employees to the fund (i.e., a defined contribution plan). Upon retirement of these employees,the state-sponsored pension funds are responsible for paying the employees' retirement benefits and accordingly, the Company has noobligation for these benefits.

Accounting for Revenues and Expenses: Revenues are principally earned from the physical supply of marine petroleum products viathe Company's bunkering tankers. Sales of marine petroleum products and cost of sales of marine petroleum products are recorded in theperiod when the marine petroleum products are loaded onto the customer's vessel. In Greece, revenues are earned from the sale of marinepetroleum products through a related party physical supplier (refer to Note 4). These sales and the respective cost of sales are recorded inthe period when the related party physical supplier delivers the marine petroleum products to the customer.

For arrangements in which the Company physically supplies marine petroleum products via its own bunkering tankers, cost of marinepetroleum products sold represents amounts paid by the Company for marine petroleum products sold in the period being reported on.

F-20






For arrangements in which marine petroleum products are purchased from the Company's related party physical supplier, cost of marinepetroleum products sold represents the total amount paid by the Company to the physical supplier for marine petroleum products and thedelivery thereof to the Company's customer.

Revenues are also generated from voyage agreements of the Company's vessels. Under a voyage charter the revenues and associatedvoyage costs are recognized over the duration of the voyage. A voyage is deemed to commence upon the later of the completion ofdischarge of the vessel's previous cargo or upon vessel arrival to the agreed upon port based on the terms of a voyage contract and is notcancelable and voyage is deemed to end upon the completion of discharge of the delivered cargo.

The Company also recognizes other revenues which mainly derive from brokerage and agency fees, throughput fees and storage fees.These revenues are recognized when services are performed and collectability is reasonably assured.

Operating expenses are accounted for on the accrual basis. The selling and distribution expenses generally represent indirect expensesincurred for selling and distribution and related to the delivery of the products and services to the customers. The general andadministrative expenses are presented separately and represent the administrative cost of managing the Company such as the officeadministrative personnel, the maintenance of the Company's office property, equipment and other fixed assets and its depreciation, andall the general office expenses, professional fees, travel expenses and utilities.

Repairs and Maintenance: All vessel repair and maintenance expenses, including drydocking costs (representing only non-scheduledrepairs and maintenance work undertaken on a vessel's engine) and underwater inspections are expensed in the year incurred. Such costsare included in other operating expenses in the accompanying consolidated statements of income.

Income Taxes: The Company accounts for income taxes using the asset and liability method, as required by the generally acceptedaccounting principles for income taxes reporting. Under this method, deferred income tax assets and liabilities are established fortemporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities at each period endcorresponding to those jurisdictions subject to income taxes. Deferred tax assets and liabilities are recognized for all temporary items andan offsetting valuation allowance is recorded to the extent that it is not more likely than not that the asset will be realized. Deferred tax ismeasured based on tax rates and laws enacted at the balance sheet date in any jurisdiction.

Income tax regulations in the different countries in which the Company operates under which the Company's uncertain income taxpositions are determined could be interpreted differently resulting in tax obligations differing from those currently presented. In this sense,the income tax returns of the Company's primary tax jurisdictions remain subject to examination by related tax authorities.

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Earnings per Common Share: Basic earnings per common share are computed by dividing net income available to common stockholdersby the weighted average number of common shares outstanding during the year. Net income available to common stockholders iscalculated as net income less that amount allocable to non-vested share-based payment awards that contain rights to receive non-forfeitable dividends or dividend equivalents and participate equally in undistributed earnings. Non-vested share-based payment awardshave no contractual obligations to share in the losses of the entity and are therefore excluded from the calculation of loss per share.Diluted earnings per common share reflect the potential dilution that could occur if securities or other contracts to issue common stockwere exercised. Dilution has been computed by the treasury stock method whereby all of the Company's dilutive securities are assumedto be exercised and the proceeds used to repurchase common shares at the weighted average market price of the Company's commonstock during the relevant periods. The incremental shares (the difference between the number of shares assumed issued and the numberof shares assumed purchased) are included in the denominator of the diluted earnings per share computation. Non-vested shares areincluded in the calculation of the diluted earnings per shares, based on the weighted average number of non-vested shares assumed to beoutstanding during the period.

Contingencies: The Company accrues for a loss if the Company deems it probable that a liability has been incurred at the date of theconsolidated financial statements and the amount of that loss can be reasonably estimated. If the Company deems it reasonably possiblethat a liability has been incurred, the nature of the contingency and an estimate of the amount of loss is disclosed in the notes to thefinancial statements.

Financial Instruments: The carrying amounts of the current financial assets and current financial liabilities reported in the consolidatedbalance sheets approximate their respective fair values because of the short term nature of these financial instruments. Cash and cashequivalents and restricted cash are considered Level 1 items as they represent liquid assets with short-term maturities. The fair value ofthe revolving credit facilities is estimated based on current rates offered to the Company for similar debt of the same remaining maturities.The carrying value approximates the fair market value for the floating rate loans and revolving credit facilities due to their variableinterest rate, being EURIBOR or LIBOR. LIBOR and EURIBOR rates are observable at commonly quoted intervals for the full terms ofthe loans and hence floating rate loans are considered Level 2 items in accordance with the fair value hierarchy. The Convertible SeniorNotes have a fixed rate and their estimated fair values were determined through Level 2 inputs of the fair value hierarchy (quoted price inthe over-the counter-market). The estimated fair value of the Convertible Senior Notes at December 31, 2016 and 2015, is $244,068 and$116,218, respectively, compared to a carrying value net of finance charges of $212,594 and $118,031, respectively.

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The Company enters into derivative contracts in order to mitigate the risk of market price fluctuations in fuel and the interest rate riskderiving from its loan agreements. The derivative instruments are classified according to the guidance of the Accounting StandardsCodification (ASC) for derivative instruments and hedging activities. The Company currently does not apply hedge accounting to itsderivative instruments.

Interest Rate Swap: Changes in the estimated fair value of the interest rate swap are recognized as components of interest and financecosts in the consolidated statement of income. The fair value of the contract is recorded in the Company's consolidated balance sheet innon-current liabilities.

Fuel Pricing Contracts: Changes in the estimated fair value of the fuel pricing contracts are recognized as components of cost ofrevenue in the consolidated statement of income. The fair value of the outstanding fuel pricing contracts is presented in the Company'sconsolidated balance sheet in current assets/liabilities. The Company classifies cash flows related to derivative financial instrumentswithin cash used in operating activities in the consolidated statement of cash flows.

Foreign Currency Swaps: Changes in the estimated fair value of the foreign currency swaps are recognized within Foreign exchange(losses) / gains, net in the consolidated statement of income. The fair value of the contract is split in the Company's consolidated balancesheet between current and non-current liabilities with reference to the estimated period of settlement of the relevant liability.

For more information on the Company's derivatives, see Note 14.

Assets Held for Sale: The Company classifies vessels as being held for sale when the following criteria are met: (i) managementpossessing the necessary authority has committed to a plan to sell the vessels, (ii) the vessels are available for immediate sale in theirpresent condition, (iii) an active program to find a buyer and other actions required to complete the plan to sell the vessels have beeninitiated, (iv) the sale of the vessels is probable, and transfer of the asset is expected to qualify for recognition as a completed sale withinone year and (v) the vessels are being actively marketed for sale at a price that is reasonable in relation to their current fair value andactions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan willbe withdrawn. Vessels classified as held for sale are measured at the lower of their carrying amount or fair value less cost to sell. Thesevessels are not depreciated once they meet the criteria to be classified as held for sale. Furthermore, in the period a vessel meets the heldfor sale criteria in accordance with ASC Topic 360, Property, Plant and Equipment, a loss is recognized for any reduction of the vessel'scarrying amount to its fair value less cost to sell.

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Recent Accounting Pronouncements:

Derecognition of nonfinancial assets: In February 2017, the FASB issued ASU 2017- 05, "Other Income-Gains and Losses from theDerecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting forPartial Sales of Nonfinancial Assets" ("ASU 2017-05"), which provides guidance on accounting for the derecognition of a nonfinancialasset or in an in substance nonfinancial asset that is not a business. The ASU defines an in substance nonfinancial asset and requiresthe application of certain recognition and measurement principles in the new revenue recognition standard when an entity derecognizesnonfinancial assets and in substance nonfinancial assets, and the counterparty is not a customer. The new guidance is effective forfiscal years beginning after December 15, 2017 and interim periods within those years. Early adoption is permitted. The guidance maybe applied retrospectively for all periods presented or retrospectively with a cumulative-effect adjustment at the date of adoption. TheCompany is currently assessing the impact of ASU 2017-05 on its consolidated financial statements.

Intangibles: In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test forGoodwill Impairment" ("ASU 2017-04"). The update simplifies how an entity tests goodwill for impairment by eliminating the Step 2requirement to compute the implied fair value of goodwill at the impairment testing date. The entity should compare the fair value of areporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds thereporting unit's fair value, not to exceed the total amount of goodwill allocated to that reporting unit. The amendment is effective for fiscalyears, and for interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for goodwillimpairment tests performed on testing dates after January 1, 2017. The Company is currently assessing the impact of ASU 2017-04 on itsconsolidated financial statements.

Business Combinations: In January 2017, the FASB issued Accounting Standard Update 2017-01, "Business Combinations" ("ASU2017-01") to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whethertransactions should be accounted for as acquisition (or disposals) of assets or businesses. Under current implementation guidance theexistence of an integrated set of acquired activities (inputs and processes that generate outputs) constitutes an acquisition of business.This ASU provides a screen to determine when a set of assets and activities does not constitute a business. The screen requires that whensubstantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a groupof similar identifiable assets, the set is not a business. This update is effective for public entities with reporting periods beginning afterDecember 15, 2017, including interim periods within those years. The amendments of this ASU should be applied prospectively on orafter the effective date. Early adoption is permitted, including adoption in an interim period (i) for transactions for which the acquisitiondate occurs before the issuance date or effective date of the ASU, only when the transaction has not been reported in financial statementsthat have been issued or made available for issuance and (ii) for transactions in which a subsidiary is deconsolidated or a group of assetsis derecognized that occur before the issuance date or effective date of the amendments, only when the transaction has not been reportedin financial statements that have been issued or made available for issuance. The Company is currently assessing the impact of ASU2017-01 on its consolidated financial statements.

Statement of Cash Flows - Restricted Cash: In November 2016, the FASB issued Accounting Standard Update 2016-18, "Statementof Cash Flows (Topic 230): Restricted Cash" ("ASU 2016-18"). This Update addresses the classification and presentation of changesin restricted cash on the statement of cash flows under Topic 230, Statement of Cash Flows. The amendments are effective for publicbusiness entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption ispermitted for all entities. The Company is currently assessing the impact of ASU 2016-18 on its consolidated financial statements.

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Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments: In August 2016, the FASB issued ASU2016-15, "Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments". This update addresses eight specificcash flow issues with the objective of reducing the existing diversity in practice. The amendments are effective for public business entitiesfor fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted for allentities. The Company is currently assessing the impact of ASU 2016-15 on its consolidated financial statements.

Financial Instruments: In June 2016, the FASB issued ASU 2016-13, "Financial Instruments—Credit Losses (Topic 326): Measurementof Credit Losses on Financial Instruments" ("ASU 2016-13"), which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables.The ASU 2016-13 is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted. TheCompany is currently assessing the impact of ASU 2016-13 on the Company's consolidated financial statements.

Stock Compensation: In March 2016, the FASB issued ASU 2016-09, "Stock Compensation" ("ASU 2016-09"), which is intended tosimplify several aspects of the accounting for share-based payment award transactions. The guidance will be effective for the fiscal yearbeginning after December 15, 2016, including interim periods within that year. The Company is currently assessing the impact of ASU2016-09 on the Company's consolidated financial statements.

Leases: In February 2016, the FASB issued ASU 2016-02 "Leases" ("ASU 2016-02") to increase transparency and comparabilityamong organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasingarrangements. ASU 2016-02 creates a new Accounting Standards Codification Topic 842 "Leases" to replace the previous Topic 840"Leases." ASU 2016-02 affects both lessees and lessors, although for the latter the provisions are similar to the previous model, butupdated to align with certain changes to the lessee model and also the new revenue recognition provisions contained in ASU 2014-09 (seeabove). ASU 2016-02 is effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted.The Company is currently assessing the impact of ASU 2016-02 on its consolidated financial position, results of operations and cashflows.

Measurement of Financial Assets and Liabilities: In January 2016, the FASB issued ASU 2016-01 "Recognition and Measurement ofFinancial Assets and Financial Liabilities" (ASU 2016-01") to enhance the reporting model for financial instruments to provide users offinancial statements with more decision-useful information. ASU 2016-01 particularly relates to the fair value and impairment of equityinvestments, financial instruments measured at amortized cost, and the use of the exit price notion when measuring the fair value offinancial instruments for disclosure purposes. ASU 2016-01 is effective for fiscal years and interim periods beginning after December 15,2017. Early adoption is only permitted for certain particular amendments within ASU 2016-01, where financial statements have not yetbeen issued. The Company is currently assessing the impact of ASU 2016-01 on its consolidated financial position, results of operationsand cash flows.

Measurement of Inventory: In July 2015, the FASB issued ASU 2015-11 "Simplifying the Measurement of Inventory" ("ASU 2015-11")to reduce the complexity and cost of the subsequent measurement of inventory, in particular when using the first-in, first-out (FIFO) oraverage cost methods. The provisions of ASU 2015-11 specifically exclude inventory that is measured using the last-in, first-out (LIFO)or the retail inventory method. Entities should measure inventory within the scope of ASU 2015-11 at the lower of cost and net realizablevalue. ASU 2015-11 is effective for fiscal years and interim periods beginning after December 15, 2016. Early adoption is permitted. TheCompany is currently assessing the impact of ASU 2015-10 on its consolidated financial position, results of operations and cash flows.

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Revenue from Contracts with Customers: In May 2014, the FASB issued Accounting Standards Update No. 2014-9 "Revenue fromContracts with Customers" ("ASU 2014-09"), which will supersede the current revenue recognition guidance and outlines a singlecomprehensive model for entities to use in accounting for revenue arising from contracts with customers. The core principle is thata company should recognize revenue when promised goods or services are transferred to customers in an amount that reflects theconsideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve thiscore principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are requiredunder existing U.S. GAAP. The ASU 2014-09 was amended by ASU 2015-14 "Revenue from Contracts with Customers: Deferral ofthe Effective Date" ("ASU 2015-014"), which was issued in August 2015. Public entities can now elect to defer implementation of ASU2014-09 to interim and annual periods beginning after December 15, 2017. Additionally, ASU 2015-14 permits early adoption of thestandard but not before the original effective date, i.e. annual period beginning after December 15, 2016. The standard permits the use ofeither the retrospective or cumulative effect transition method. In addition, in 2016, the FASB issued four amendments, which clarifiedthe guidance on certain items such as reporting revenue as a principal versus agent, identifying performance obligations, accounting forintellectual property licenses, assessing collectability and presentation of sales taxes. The Company is currently assessing the impact thatthe adoption of the new standard will have on its consolidated financial statements and associated disclosures, and has not yet selected atransition method.

Going concern: In August 2014, the FASB issued ASU 2014-15 "Presentation of Financial Statements – Going Concern (Subtopic205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern", which provides guidance on determiningwhen and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to performinterim and annual assessments of an entity's ability to continue as a going concern within one year of the date the financial statements areissued. The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter,with early adoption permitted. The adoption of the new standard had no impact on the Company's results of operations, financial positionor cash flows.

Deferred taxes: In November 2015, FASB issued ASU 2015-17, "Income Taxes (Topic 740) - Balance Sheet Classification of DeferredTaxes", which requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position.The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a singleamount is not affected by the amendments in this ASU. For public business entities, the amendments in this ASU are effective for fiscalyears beginning after December 15, 2016, including interim periods within those fiscal years.

F-26





3. Trade Accounts Receivables Factoring Agreement

In connection with the factoring agreement, renewed on November 14, 2016 and valid until November 14, 2017 the Company sold$106,432, $178,494 and $473,815 of trade accounts receivable during the fiscal year 2016, 2015 and 2014, respectively. Servicing feesamounted to $466, $667 and $1,298, and are included in the consolidated statements of income for the year ended December 31, 2016,2015 and 2014, respectively (Note 19).

4. Transactions with Related Parties:

The transactions with related parties presented in the accompanying consolidated financial statements as of and for the year endedDecember 31, 2016 are analyzed as follows:

Sales ofMarine

PetroleumProducts-

relatedcompanies*

VoyageRevenues*

OtherRevenues*

Cost ofMarine

PetroleumProducts-

relatedcompanies

Cost ofvoyage

revenuesSelling andDistribution

General andAdministrative

Interestand

FinanceCost

a) Aegean Oil S.A. $ 654 $ 5,889 $ - $ 63,750 $ 180 $ 711 $ - $ -b) Aegean ShippingManagement S.A. 1,490 - - - - - - -c) Gener8 MaritimeInc. 6,074 - - - - - 200 -d) Unique TankersLLC - - - - - - - -e) Melco S.A. - - - 124 - - - -f) Aegean V - - - - - - - -g) Aegean VIII - 5,275 - - - - - -h) Grady PropertiesCorp. SA - - - - - - - 215i) Other 947 103 230 - - - 886 -Total $ 9,165 $ 11,267 $ 230 $ 63,874 $ 180 $ 711 $ 1,086 $ 215

Due fromrelated

companies

TradeReceivablesfrom relatedcompanies

OtherPayablesto relatedcompanies

Short-termborrowings

fromrelated

companiesa) Aegean Oil $ 8,212 $ 7,941 $ 31 $ -b) Aegean Shipping Management 28 2,487 - -c) Gener8 Maritime - - - -d) Unique Tankers - - - -e) Melco - - 25 -f) Aegean V 100 - - -g) Aegean VIII 11 - - -h) Grady Properties Corp. SA - - - 20,000i) Other 1,197 1,081 1,288 -Total $ 9,548 $ 11,509 $ 1,344 $ 20,000

*Included in the revenues from related parties in the accompanying consolidated statements of income.



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4. Transactions with Related Parties: (continued)

The transactions with related parties presented in the accompanying consolidated financial statements as of and for the year endedDecember 31, 2015 are analyzed as follows:

Sales ofMarine

PetroleumProducts-

relatedcompanies*

VoyageRevenues*

OtherRevenues*

Cost ofMarine

PetroleumProducts-

relatedcompanies

Cost ofvoyage


a) Aegean Oil $ - $ 2,732 $ - $ 133,985 $ 180 $ 781b) Aegean Shipping Management 1,724 - - - - -c) Gener8 Maritime 7,570 - - 233 - -d) Unique Tankers 1,247 - - - - -e) Melco - - 150 2,739 - -f) Aegean V - - - - - -g) Aegean VIII - 5,345 - - - -h) Grady Properties Corp. SA - - - - - -i) Other 1,192 98 - - - -Total $ 11,733 $ 8,175 $ 150 $ 136,957 $ 180 $ 781

Due fromrelated

companies



a) Aegean Oil $ 4,524 $ 14,309 $ 10b) Aegean Shipping Management 1,190 3,542 -c) Gener8 Maritime - 798 -d) Unique Tankers - - -e) Melco - - 22f) Aegean V 100 - -g) Aegean VIII 581 - -h) Grady Properties Corp. SAi) Other 492 314 1,158Total $ 6,887 $ 18,963 $ 1,190


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The transactions with related parties presented in the accompanying consolidated financial statements for the year ended December 31,2014 are analyzed as follows:

Sales ofMarine

PetroleumProducts-

relatedcompanies*

VoyageRevenues*

OtherRevenues*

Cost ofMarine

PetroleumProducts-

relatedcompanies

Cost ofvoyage


a) Aegean Oil $ - $ - $ - $ 342,666 $ 1,362 $ 1,700b) Aegean Shipping Management 7,653 - 41 1,430 - -c) Gener8 Maritime 7,190 - - 1,542 - -d) Unique Tankers 9,858 - - - - -e) Melco 3,709 - - 5,888 - -f) Aegean V - 1,809 - - - -g) Aegean VIII - 3,352 - - - -h) Grady Properties Corp. SA - - - - - -i) Other 2,838 107 - - - -Total $ 31,248 $ 5,268 $ 41 $ 351,526 $ 1,362 $ 1,700


(a) Aegean Oil S.A. (the "Greek Subcontractor"):

The Greek Subcontractor, owned and controlled by relatives of Mr. Dimitris Melisanidis, is a diversified energy group principallyengaged in the downstream gasoline industry in Greece where it manages a network of approximately 560 service stations. The GreekSubcontractor is managed by a full-time executive team and has no common management with the Company. In addition to its principaloperations, the Greek Subcontractor is also a licensed trader and physical supplier of marine petroleum products in Greece.

On April 1, 2005, the Company renewed its contract with a ten-year Marine Fuel Supply Service Agreement with the GreekSubcontractor. This contract stipulates that the Company and the Greek Subcontractor must transact for a minimum quantity of marinefuel per month. Under the contract, the Greek Subcontractor undertakes to sell the marine petroleum products to the Company at anamount equal to the Greek Subcontractor's purchase cost of the marine petroleum products from selected Greek refineries, plus a margin.The margin is reviewed and renegotiated annually between the parties. Payments of the Greek Subcontractor's invoices are made within30 calendar days from the date of receipt of the invoice. Penalties of 10% are imposed on late payments. If requested, the Companyundertakes to provide security to the Greek Subcontractor by way of a standby letter of credit or other mutually acceptable guaranteein relation to any outstanding balance from time to time. The agreement terminates on December 31, 2017 unless any of the followingsituations occur prior to the termination date: (i) the Greek Subcontractor's petroleum trading license terminates or is revoked by theGreek authorities, (ii) upon the breach by any party in the performance of any of its obligations, as defined in the agreement, (iii) uponthe liquidation or bankruptcy of any party. The Company has a unilateral right to terminate the agreement by serving 12 months writtennotice. During the years ended December 2016, 2015 and 2014, the Company purchased from the Greek Subcontractor marine petroleumproducts of $63,750, $133,985 and $342,666, respectively, all of which are included under related companies' cost of marine petroleumproducts sold in the accompanying consolidated statements of income.

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4. Transactions with Related Parties: (Continued)

Additionally, during the years ended December 31, 2016, 2015 and 2014 the Company purchased marine petroleum products of $180,$180 and $1,362, respectively that were consumed in connection with its voyage revenues and are included in the cost of revenues- relatedparties in the accompanying consolidated statements of income. During the years ended December 31, 2016, 2015 and 2014, purchases ofmarine petroleum products of amount $711, $781 and $1,700 were included in the selling and distribution expenses in the accompanyingconsolidated statements of income.

As of December 31, 2016 and 2015, the amounts due from the Greek Subcontractor for sales of marine petroleum products were $7,941and $14,309, respectively, due to prepayments, and are included under trade receivables from related companies in the accompanyingconsolidated balance sheets.

On July 1 2015, the Company signed an additional contract with the Greek Subcontractor, under which it provides barging servicesthrough its vessels located in Piraeus. During the years ended December 31, 2016, 2015 and 2014, the Company recorded voyagerevenues of $5,889, $2,732 and $0, respectively, under this agreement.

As at December 31, 2016 and 2015, the amounts due from the Greek Subcontractor were $8,212 and $4,524, respectively, and areincluded under due from related companies in the accompanying consolidated balance sheets.

As at December 31, 2016 and 2015, the Company is also liable to the Greek Subcontractor for the amount of $31 and $10 deriving fromthe purchase of bunkers for own consumption and are included under other payables to related parties in the accompanying consolidatedbalance sheets.

(b) Aegean Shipping Management S.A. and certain vessel-owning companies (hereinafter collectively referred to as"Aegean Shipping"):

Aegean Shipping is owned by relatives of Mr. Dimitris Melisanidis and is the owner and operator of an international shipping fleet oftankers that are chartered out in the international spot markets. Aegean Shipping is managed by a full-time executive team and has nocommon management with the Company.

Aegean Shipping is a customer of the Company. It purchases marine fuel and lubricants, which it consumes during the voyages ofits vessels. The Company's sales of marine fuel and lubricants to Aegean Shipping for the years ended December 31, 2016, 2015 and2014, amounted to $1,490, $1,724 and $7,653, respectively, and are included under related companies' revenues in the accompanyingconsolidated statements of income.

As at December 31, 2016 and 2015, the amounts due from Aegean Shipping for sales of marine petroleum products were $2,487 and$3,542 respectively, and are included under trade receivables from related companies in the accompanying consolidated balance sheets.

The Company occasionally uses vessels of Aegean Shipping for transportation of its cargo. It incurred hire charges from Aegean Shippingamounting to $0, $0 and $1,430 for the years ended December 31, 2016, 2015 and 2014, respectively, which is included under relatedcompanies' cost of marine petroleum products sold in the accompanying consolidated statements of income.

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As at December 31, 2016 and 2015, the amounts due from Aegean Shipping were $28 and $1,190 respectively, and are included underdue from related companies in the accompanying consolidated balance sheets.

(c) Gener8 Maritime Inc ("Gener8 Maritime"):

Aegean's Chairman of the Board, Mr. Peter C. Georgiopoulos, also serves as Chairman, President and Chief Executive Officer of Gener8Maritime which is a tanker company.

During the years ended December 31, 2016, 2015 and 2014, the Company's sales to Gener8 Maritime amounted to $6,074, $7,570 and$7,190, respectively, which are included under related companies' sales of marine petroleum products in the accompanying consolidatedstatements of income. The Company also uses vessels of Gener8 Maritime for transportation of its cargo and incurred hire charges fromGener8 Maritime amounting to $0, $233 and $1,542 for the years ended December 31, 2016, 2015 and 2014, respectively, which isincluded under related companies' cost of marine petroleum products sold in the accompanying consolidated statements of income.

As at December 31, 2016 and 2015, the amounts due from Gener8 Maritime were $0 and $798, respectively, which are included undertrade receivables from related companies in the accompanying consolidated balance sheets.

(d) Unique Tankers LLC ("Unique Tankers"):

Aegean's Chairman of the Board, Mr. Peter C. Georgiopoulos, is affiliated with Unique Tankers, a tanker pool which is a fully ownedsubsidiary of General Maritime. During the years ended December 31, 2016, 2015 and 2014, the Company's sales to Unique Tankersamounted to $0, $1,247 and $9,858, respectively, which are included under related companies' sales of marine petroleum products in theaccompanying consolidated statements of income. As at December 31, 2016 and 2015, the amounts due from Unique Tankers were $0and $0, respectively, which are included under due from related companies in the accompanying consolidated balance sheets.

(e) Melco S.A. ("Melco")

During the year ended December 31, 2016, the Company sold to and purchased from Melco, which is owned and controlled by relativesof Mr. Dimitris Melisanidis, marine petroleum products of $0 and $124, respectively, which is included under the related companies' salesand cost of marine petroleum products in the accompanying consolidated statements of income. During the year ended December 31,2015, the Company sold to and purchased from Melco marine petroleum products of $0 and $2,739, respectively. During the year endedDecember 31, 2014, the Company sold to and purchased from Melco, marine petroleum products of $3,709 and $5,888, respectively. Asat December 31, 2016 and 2015, the Company had a liability to Melco of $25 and $22, respectively, included under the other payables torelated companies in the accompanying consolidated balance sheets.

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(f) Aegean V ("Aegean V'')

In 2011, two vessel-owning subsidiaries of the Company entered into separate contracts with Aegean V, which is owned and controlled byrelatives of Mr. Dimitris Melisanidis. According to these agreements the vessels Amorgos and Karpathos provide freight services to therelated party and recognize revenue that is dependent on the distance and the volumes of the transportation. For the years ended December31, 2016, 2015 and 2014 the Company's revenues under these contracts were $0, $0 and $1,809, respectively, and are presented under therevenues from related parties in the accompanying consolidated statements of income.

As at December 31, 2016 and 2015, the amounts due from Aegean V were $100 and $100, respectively, and are included under due fromrelated companies in the accompanying consolidated balance sheets.

(g) Aegean VIII ("Aegean VIII'')

In 2014, three vessel-owning subsidiaries of the Company entered into separate contracts with Aegean VIII, which is owned andcontrolled by relatives of Mr. Dimitris Melisanidis. According to these agreements the vessels Amorgos, Karpathos and Naxos providedfreight services to the related party and recognize revenue that is dependent on the distance and the volumes of the transportation. Forthe years ended December 31, 2016, 2015 and 2014, the Company's revenues under these contracts were $5,275, $5,345 and $3,352,respectively, and are presented under the revenues from related parties in the accompanying consolidated statements of income.

As at December 31, 2016 and 2015, the amounts due from Aegean V were $11 and $581, respectively, and are included under due fromrelated companies in the accompanying consolidated balance sheets.

(h) Grady Properties Corporation SA ("Grady"):

On October 24, 2016, Aegean Marine Petroleum S.A. signed a loan agreement with a company owned by relatives of Mr. DimitrisMelisanidis, for an amount up to $25,000. The facility bears interest at 6%. The amount due as of December 31, 2016, was $20,000 andis included under short-term borrowings from related companies in the accompanying consolidated balance sheets. The accrued interestexpense related to this loan agreement was $215 and is included under the interest and finance costs in consolidated statements of income.

(i) Other companies:

The amounts due from other companies affiliated with Aegean's Chairman of the Board, Mr. Peter C. Georgiopoulos for sales of marinepetroleum products, were $1 and $192 as of December 31, 2016 and 2015, respectively, and are included under trade receivables fromrelated companies in the accompanying consolidated balance sheets.

The amounts due from other companies owned Mr. Dimitris Melisanidis or his relatives for sales of marine petroleum products were$139 and $122 as of December 31, 2016 and 2015, respectively, and are included under trade receivables from related companies in theaccompanying consolidated balance sheets. Other amounts due from other companies owned Mr. Dimitris Melisanidis or his relativeswere $1,197 and $492 as of December 31, 2016 and 2015, respectively, and are included under due from related companies in theaccompanying consolidated balance sheets.

On August 17, 2016, an independent committee of our board of directors authorized the Company to enter into a stock purchaseagreement to repurchase 11,303,031 million shares beneficially owned by our founder Mr. Dimitris Melisanidis. As of the same date, Mr.Melisanidis stepped down from his role as head of corporate development. On September 15, 2016, under the terms of the transaction, theCompany repurchased the shares at a price of $8.81 per share, based on the close of trading on August 16, 2016, for a total considerationof 99,580.

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The amounts due to other companies owned Mr. Dimitris Melisanidis or his relatives were $1,288 and $1,158 as of December 31, 2016and 2015, respectively, and are included under other payables to related companies in the accompanying consolidated balance sheets.

Sales of marine petroleum products to other companies of Mr. Peter C. Georgiopoulos were $633, $1,005 and $2,838 for the years endedDecember 31, 2016, 2015 and 2014, respectively, and are included under related companies' sales of marine petroleum products in theaccompanying consolidated statements of income.

Sales of marine petroleum products to other companies of Mr. Dimitris Melisanidis or his relatives were $314, $187 and $0 for the yearsended December 31, 2016, 2015 and 2014, respectively, and are included under related companies' sales of marine petroleum products inthe accompanying consolidated statements of income.

Voyage and other revenues from other companies owned Mr. Dimitris Melisanidis or his relatives were $103, $98 and $107 as ofDecember 31, 2016, 2015 and 2014, respectively, and are included under related companies' revenues in the accompanying consolidatedstatements of income.

Under general and administrative expenses in the accompanying consolidated statements of income the Company includes office rentalspaid to a related company owned by Mr. Dimitris Melisanidis under the head offices rental agreements of $602, $602 and $732 as ofDecember 31, 2016, 2015 and 2014, respectively.

On September 9, 2016, the Company sold the vessel Aegean Princess to a related company owned by relatives of Mr. DimitrisMelisanidis. The loss on sale of this vessel of $3,922 is included under the loss on sale of vessels, net in the consolidated statements ofincome. As of December 31, 2016, the amount due from the sale was $400 and is included in the other receivables from related parties.

5. Inventories:

The amounts shown in the accompanying consolidated balance sheets are analyzed as follows:

December 31,2016 2015

Held for sale:Marine Fuel Oil $ 155,004 $ 82,076Marine Gas Oil 30,336 30,529

185,340 112,605Held for consumption:

Marine Fuel Oil 1,651 1,124Lubricants 642 569Stores 8 14Victuals 125 219

2,426 1,926Total $ 187,766 $ 114,531

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6. Prepayments and Other Current Assets:

The amounts in the accompanying consolidated balance sheets are analyzed as follows:

December 31,2016 2015

Taxes receivable $ 6,778 $ 5,517Receivables from storage facilities 1,692 2,599Receivables from voyages 395 966Prepayments to fuel suppliers 50,151 92,372Derivative asset 21,077 -Prepaid vessel expenses 4,684 6,058Other prepayments and current assets 11,108 8,492

Total $ 95,885 $ 116,004

7. Vessels:


Vessel CostAccumulatedDepreciation

Net BookValue

Balance, December 31, 2014 $ 473,388 $ (92,196) $ 381,192- Vessels acquired and delivered 7,294 - 7,294- Vessels sold (336) 157 (179)- Depreciation for the year - (17,289) (17,289)Balance, December 31, 2015 480,346 (109,328) 371,018- Vessels acquired and delivered 8,667 - 8,667- Vessels sold (31,612) 18,377 (13,235)- Depreciation for the year - (16,475) (16,475)Balance, December 31, 2016 $ 457,401 $ (107,426) $ 349,975

On September 9, 2016, the Company completed the sale and delivered the double hull bunkering tanker, Aegean Princess, to a relatedparty purchaser for a price of $800, net of commission. The loss on the disposal of $3,922 was calculated as the net sales price less thecarrying value of the asset group, comprising the net book value of the vessel and the unamortized dry-docking costs, of $4,722. This lossis included under the loss on sale of vessels, net in the consolidated statements of income.

On July 18, 2016, the Company completed the sale and delivered the non-self-propelled bunkering barge, PT25, to an unaffiliated third-party purchaser, for a price of $169 (CAD 220,000). The gain on disposal of $47 was calculated as the net sales price less the carryingvalue of the vessel of $116 and is included in the loss on sale of vessels, net in the consolidated statements of income.

On June 24, 2016, the Company completed the sale and delivered the double hull bunkering tanker, Sara, to an unaffiliated third-partypurchaser for a price of $2,303, net of commission. The loss on the disposal of $801 was calculated as the net sales price less the carryingvalue of the asset group, comprising the net book value of the vessel and the unamortized dry-docking costs, of $3,104. This loss isincluded under the loss on sale of vessels, net in the consolidated statements of income.

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7. Vessels: (continued)

On June 7, 2016, the Company completed the sale and delivered Supporter 2, a bunkering barge previously employed in Ghana, to anunaffiliated third-party purchaser for a price of $110, net of commission. The loss on the disposal of $15 was calculated as the net salesprice less the carrying value of the vessel of $125. This loss is included under the loss on sale of vessels, net in the consolidated statementsof income.

On May 11, 2016, the Company completed the sale and delivered the double hull bunkering tanker, Aegean Champion, to an unaffiliatedthird-party purchaser for a price of $5,529, net of commission. The loss on the disposal of $1,621 was calculated as the net sales priceless the carrying value of the asset group, comprising the net book value of the vessel and the unamortized dry-docking costs, of $7,150.This loss is included under the loss on sale of vessels, net in the consolidated statements of income.

On March 23, 2016, the Company took delivery of Umnenga, a 66,895 dwt double hull bunkering tanker built in 1993 to deploy in itsservice station in South Africa. The vessel was purchased from an unaffiliated third-party seller with a total cost of $8,667.

On May 1, 2015, the newly-constructed non-self-propelled barge, PT40, with a total cost of $7,294, became operational in the Company'sservice center in Vancouver.

On March 16, 2015, the Company completed the disposal and delivered the single hull bunkering tanker Tapuit to an unaffiliated third-party purchaser for an aggregate price of $49. The loss on the disposal of $130 was calculated as the net sales price less the carrying valueof the vessel of $179. This loss is included under the loss on sale of vessels, net in the consolidated statements of income.

As of December 31, 2016, all of the Company's operational vessels except for the Mediterranean, Aegean Rose, Aegean Breeze I, AegeanTiffany, PT22, PT40, Willem Sr., Florida, Aegean Orion and Colorado, having total carrying value of $323,331, were mortgaged underthe Company's various debt agreements.

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8. Other Fixed Assets:


Land BuildingsStorageFacility Other Total

Cost, December 31, 2014 $ 9,036 $ 3,459 $ 226,067 $ 21,118 $ 259,680- Additions - - 843 771 1,614- Disposals - - - (306) (306)Cost, December 31, 2015 9,036 3,459 226,910 21,583 260,988- Additions - - - 177 177- Disposals - - - (160) (160)Cost, December 31, 2016 9,036 3,459 226,910 21,600 261,005

Accumulated depreciation, December 31, 2014 - 602 415 4,895 5,912- Depreciation expense - 122 5,176 3,212 8,510- Disposals - - - (217) (217)Accumulated depreciation, December 31, 2015 - 724 5,591 7,890 14,205- Depreciation expense - 125 5,181 3,160 8,466- Disposals - - - (146) (146)Accumulated depreciation, December 31, 2016 - 849 10,772 10,904 22,525

Net book value, December 31, 2015 9,036 2,735 221,319 13,693 246,783Net book value, December 31, 2016 $ 9,036 $ 2,610 $ 216,138 10,696 $ 238,480

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9. Deferred Charges:


DrydockingFinancing

Costs TotalBalance, December 31, 2014 $ 18,565 $ 5,407 $ 23,972- Additions 8,690 3,177 11,867- Disposals - - -- Amortization for the year (6,704) (4,128) (10,832)Balance, December 31, 2015 20,551 4,456 25,007- Additions 4,390 2,781 7,171- Disposals (1,982) - (1,982)- Amortization for the year (7,122) (3,326) (10,448)Balance, December 31, 2016 $ 15,837 $ 3.911 $ 19,748

The amortization for dry-docking costs is included in cost of revenue and in selling and distribution cost in the accompanyingconsolidated statements of income, according to their function. Deferred financing costs related to revolving credit facilities are presentedwithin deferred charges. The amortization of financing costs is included in interest and finance costs in the accompanying consolidatedstatements of income.

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10. Intangible assets:

The Company has identified finite-lived intangible assets associated with concession agreements acquired with the purchase of theLas Palmas and Panama subsidiaries with remaining weighted-average amortization period of 11.5 years and a non-compete covenantacquired with the Aegean NWE Business which expired on September 30, 2016. The values recorded have been recognized at the dateof the acquisition and are amortized on a straight line basis over their useful life.

On September 25, 2015, the Company ceased its operation in the Portland terminal and wrote-off the intangible asset associated withthe concession agreement. The impairment charge on the disposal of $5,308 was calculated as the initial cost less the accumulatedamortization. This loss is included under the impairment charge in the consolidated statements of income.


ConcessionAgreements

Non-competecovenant Total

Cost December 31, 2015 $ 12,025 $ 3,365 $ 15,390December 31, 2016 12,025 3,365 15,390

AccumulatedAmortization December 31, 2015 (3,639) (2,973) (6,612)

December 31, 2016 (4,317) (3,365) (7,682)NBV December 31, 2015 8,386 392 8,778

December 31, 2016 7,708 - 7,7082017 676 - 6762018 676 - 676

Amortization Schedule 2019 676 - 6762020 678 - 6782021 676 - 676

Thereafter $ 4,326 $ - $ 4,326

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11. Accrued and other current liabilities:


December 31,2016 2015

RevisedAccrued payroll $ 3,821 $ 2,992Accrued interest 1,683 2,919Accrued tax 7,872 5,982Customer prepayments 146 1,303Derivative liability - 9,981Accrued and other liabilities of vessels 9,914 8,604Accrued storage cost 5,158 3,502Deferred revenue 1,651 1,045Other 7,190 6,932

Total $ 37,435 $ 43,260

Other accrued and other current liabilities relate to various operating expenses part of the working capital used in the Company's normaloperating cycle.

12. Short-term Borrowings:

The amounts comprising short-term debt in the accompanying consolidated balance sheets are analyzed as follows:

Secured Short-term borrowings:

December31,

2016

December31,

2015Loan Facility:a) Revolving overdraft credit facility dated 5/6/2015 $ - $ 5,356b) Security agreement dated 8/9/2016 85,000 80,000c) Borrowing base facility agreement dated 9/16/2016 176,154 164,141d) Overdraft deposit accounts 205 -Total short-term borrowings $ 261,359 $ 249,497

The above dates show the later of the date of the facility, the date of the most recent renewal or the date the loan was assumed by theCompany.

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12. Short-term Borrowings (continued):

a) On May 06, 2015, the Company extended its 2008 overdraft facility of $7,000 for one year period with a supplementalagreement.

The supplemental facility bears interest at LIBOR plus 6.0%. The facility was repaid on March 22, 2016.

b) On August 22, 2014, August 12, 2015 and August 9, 2016 the Company's subsidiary, Aegean Bunkering U.S.A., signed anamendment and renewed the facility with a syndicate of commercial lenders for an amount up to $250,000. The facility matureson August 8, 2017, bears interest at LIBOR plus 2.1% and the financial covenants require Aegean Bunkering U.S.A., as theBorrower, to maintain: tangible net worth not less than $25,000; net working capital not less than $25,000, leverage ratio nomore than 9.0 to 1.0. The agreement also contains covenants that require the parent to maintain minimum consolidated tangiblenet worth of $410,000; consolidated net working capital not less than $125,000; consolidated current ratio no more than 1.15 to1.0; consolidated interest coverage ratio no more than 1.9 to 1.0.

c) On September 16, 2016, Aegean Marine Petroleum S.A., Aegean Petroleum International Inc., Aegean NWE N.V. andAegean Bunkering Germany BD&M, the Company's wholly-owned subsidiaries, renewed the $1 billion Secured MulticurrencyRevolving Credit Facility with a syndicate of commercial lenders, which the Company and these subsidiaries have guaranteed.The facility is comprised of three tranches, consisting of Tranche A of $155,000 for a one year tenor, Tranche B of $75,000 for atwo year tenor and Tranche C of $770,000 for an uncommitted tenor. Outstanding amounts under Tranche A and Tranche B bearinterest at LIBOR, plus a margin of 2.1% and 2.5%, respectively, and outstanding amounts under Tranche C bear interest at a ratedetermined by the relevant lender that represents its cost of funds, plus a margin of 2.0%. The facility imposes certain operatingand financial restrictions on the Group, which restrict its ability to incur debt, change its legal and beneficial ownership, mergeor consolidate, acquire or incorporate companies and change its business activities. In addition, the facility contains financialcovenants which require the Company to maintain (i) minimum consolidated net working capital of not less than $125 million,(ii) consolidated net tangible net worth of $410,000, (iii) a current ratio of at least 1.15-to-one and (iv) an interest cover ratio ofat least 1.9-to-one.

As at December 31, 2016, the Company was in compliance with all of its covenants contained in its credit facilities.

Interest: Total interest incurred on short-term borrowings for the years ended December 31, 2016, 2015 and 2014 amounted to $7,561,$6,917 and $13,340, respectively (Note 19) and is included in interest and finance costs, in the accompanying consolidated statementsof income. During the years ended December 31, 2016, 2015 and 2014, the weighted average interest rate (including the margin) was2.65%, 2.58%, and 2.99%, respectively.

Amounts available under Short-term Facilities: As of December 31, 2016, the Company had $857,110 available uncommittedundrawn amount under its short-term loan agreements to finance working capital requirements.

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13. Long-term Debt:

The amounts of the Company's long term indebtedness in the accompanying consolidated balance sheets are analyzed as follows:

December 31,2016 2015

(a) Serifos, Kithnos, Santorini, Paros, Naxos $ 15,520 $ 17,780(b) Milos, Amorgos, Kimolos, Syros, Mykonos 8,620 11,420(c) Eton, Benmore and Ingram 14,555 16,043(d) Tasman and Santon 8,705 9,929(e) Kerkyra, Ithaki, Kefalonia, Paxoi, Zakynthos, Lefkas, Kythira 39,090 42,518(f) Andros, Dilos, Ios, Sifnos, Tinos 16,854 21,128(g) Kassos, Tilos, Halki, Symi 21,663 23,627(h) Aegean III, VIII - 341(i) Aegean Barges 679 977(j) Seatra 3,685 4,233(k) Overdraft facility under senior secured credit facility dated 3/21/2014 3,230 3,786(l) Senior convertible notes due 2018 87,923 120,569(m) Senior convertible notes due 2021 130,342 -(n) Trade credit facility dated 9/16/2016 75,000 75,000(o) Term loan facility agreement dated 10/7/2015 112,324 119,812(p) Secured term loan dated 3/21/2016 7,042 -Less: Deferred financing costs (8,960) (6,645)Total 536,272 460,518Less: Current portion (33,495) (26,398)Long-term portion $ 502,777 $ 434,120

The above debt agreements, apart from the senior convertible notes, are secured by assets of the Company.

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13. Long-term Debt: (Continued)

(a) On August 30, 2005, the Company's subsidiaries, Serifos, Kithnos, Santorini, Paros and Naxos, as co-borrowers, jointly andseverally entered into a syndicated secured term loan with an international bank for an amount of $35,500 to partially financethe construction costs of vessels Serifos, Kithnos, Santorini, Paros, Naxos, respectively (five tranches of $7,100 each).

The loan bears interest at LIBOR plus 1.55% from January 1, 2011. During the years ended December 31, 2016, 2015 and 2014,the weighted average interest rate (including the margin) was 2.23%, 1.84% and 1.78%, respectively, while at December 31,2016 and 2015, the interest rate (including the margin) was 2.48% and 1.96%, respectively.

The loan agreement contains financial covenants requiring the Company to ensure that book net worth (total stockholder's equityattributable to AMPNI) ("book net worth") shall not be less than $410,000; that the ratio of total liabilities to total assets shall notexceed 0.75-to-one; that the current ratio shall not be less than 1.15-to-one and that the liquidity ratio (cash and cash equivalentsand trade receivables to total current liabilities) ("liquidity ratio") shall be higher than 0.50-to-one.

(b) On December 19, 2006, the Company's subsidiaries, Milos, Amorgos, Kimolos, Syros and Mykonos, as co-borrowers, jointlyand severally entered into a term loan with an international bank for an amount of $33,400 to partially finance the constructioncosts of vessels Milos, Amorgos, Kimolos, Syros, Mykonos, respectively (five tranches of $6,680 each).

The loan bears interest at LIBOR plus 1.15% plus additional compliance costs. During the years ended December 31, 2016,2015 and 2014, the weighted average interest rate (including the margin) was 1.65%, 1.36% and 1.33%, respectively, while atDecember 31, 2016 and 2015, the interest rate (including the margin) was 1.94% and 1.54%, respectively.

The loan agreement contains financial covenants requiring the Company to ensure that market value adjusted net worth shallnot be less than $410,000; that minimum liquidity shall not be less than $30,000 held with the lender at the end of each monthwith average minimum daily free liquidity of $15,000; that the ratio of total liabilities to total assets shall not exceed 0.70-to-oneand that the minimum security cover ratio shall not be less than 125%. Under the agreement the Company is also required tomaintain a minimum coverage ratio of 1.60-to-one and current ratio of at least the minimum of 1.15-to-one.

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(c) On October 25, 2006, the Company's subsidiaries, Eton, Benmore and Ingram, as co-borrowers, jointly and severally enteredinto a syndicated secured term loan with an international bank for an amount of $26,250 to partially finance the constructioncosts of vessels Patmos, Nisyros, Karpathos (three tranches of $8,750 each).

The loan bears interest at LIBOR plus 1.30%. During the years ended December 31, 2016, 2015 and 2014, the weighted averageinterest rate (including the margin) was 1.97%, 1.59% and 1.54%, respectively, while at December 31, 2016 and 2015, theinterest rate (including the margin) was 2.27% and 1.83%, respectively.

The loan agreement contains financial covenants requiring the Company, as guarantor, to ensure that book net worth shall notbe less than $410,000; that the ratio of total liabilities to total assets shall not exceed 0.75-to-one; that the current ratio shall notbe less than 1.15-to-one; that the liquidity ratio shall be higher than 0.50-to-one and that the minimum security cover ratio shallnot be less than 125%.

(d) On October 27, 2006, the Company's subsidiaries, Tasman and Santon, as co-borrowers, jointly and severally entered into acollateralized term loan with a Greek bank for an amount of $17,600 to partially finance the construction costs of vesselsKalymnos and Leros (two tranches of $8,800 each).

The loan agreement contains financial covenants requiring that the minimum security cover ratio shall not be less than 125%.

The loan bears interest at LIBOR plus 1.15% on the principal amount repayable in quarterly installments (for each tranche:$6,160) and at LIBOR plus 1.25% on the principal amount repayable in a balloon payment (for each tranche: $2,640). Duringthe years ended December 31, 2016, 2015 and 2014, the weighted average interest rate (including the margin) was 1.87%, 1.45%and 1.39%, respectively, while at December 31, 2016 and 2015, the interest rate (including the margin) was 2.12% and 1.62%,respectively.

(e) On October 30, 2006, the Company's subsidiaries, Kerkyra, Ithaki, Kefalonia, Paxoi, Zakynthos, Lefkas and Kythira, as co-borrowers, jointly and severally entered into a syndicated secured term loan with an international bank for an amount of $64,750to partially finance the construction costs of vessels Kerkyra, Ithaki, Kefalonia, Paxoi, Zakynthos, Lefkas and Kythira (seventranches of $9,250 each).

The loan bears interest at LIBOR plus 1.30%. During the years ended December 31, 2016, 2015 and 2014, the weighted averageinterest rate (including the margin) was 1.97%, 1.59% and 1.53%, respectively, while at December 31, 2016 and 2015, theinterest rate (including the margin) was 2.25% and 1.76%, respectively.


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(f) On July 5, 2007, the Company's subsidiaries, Andros, Dilos, Ios, Sifnos and Tinos, as co-borrowers, jointly and severallyentered into a syndicated collateralized term loan with an international bank for an amount of $37,560 to partially finance theconstruction costs of vessels Andros, Dilos, Ios, Anafi and Sikinos (five tranches of $7,512 each).

On September 12, 2008, the Company amended the collateralized term loan which had entered into on July 5, 2007, andincreased the loan to an amount of $43,160, available in five tranches of $8,632 each. Each tranche is repayable in 40 consecutivequarterly installments of $216 each. The first installment of each tranche is repayable three months after the date of drawdownof the final advance.

The loan bears interest at LIBOR plus 1.00% for the Andros, Dilos and Ios tranches, and at LIBOR plus 2% for the Sifnos andTinos tranches. The loan is collateralized by a first priority mortgage over each of the vessels.

During the years ended December 31, 2016, 2015 and 2014, the weighted average interest rate (including the margin) was2.09%, 1.72% and 1.67%, respectively, while at December 31, 2016 and 2015, the interest rate (including the margin) was 2.33%and 1.81%, respectively.

The loan agreement contains financial covenants requiring the Company, as guarantor, to ensure that market value adjusted networth shall not be less than $410,000; that minimum liquidity shall not be less than $30,000 held with the lender at the end ofeach month with average minimum daily free liquidity of $15,000; that the ratio of total liabilities to total assets shall not exceed0.70-to-one and that the minimum security cover ratio shall not be less than 120%. Under the agreement the Company is alsorequired to maintain a minimum coverage ratio of 1.6-to-one and current ratio of at least the minimum of 1.15-to-one.

(g) On April 24, 2008, the Company's subsidiaries, Kassos, Tilos, Halki and Symi, as co-borrowers, jointly and severally enteredinto a syndicated collateralized term loan with an international bank for an amount of $38,800 to partially finance theconstruction costs of the vessels Kassos, Tilos, Halki and Symi (four tranches of $9,700 each).

The loan bears interest at LIBOR plus 1.40%, and is collateralized by the first priority mortgage on the four vessels. During theyears ended December 31, 2016, 2015 and 2014, the weighted average interest rate (including the margin) was 2.08%, 1.68%and 1.64%, respectively, while at December 31, 2016 and 2015, the interest rate (including the margin) was 2.40% and 2.01%,respectively.


(h) On July 8, 2008, the Company entered into a collateralized term loan facility with a Greek bank for an amount of $15,000. Thefacility is collateralized by a first priority mortgage over the vessels, Aegean III and Aegean VIII and bore interest at LIBORplus 1.25%.

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On June 29, 2012 and thereafter on July 11, 2013, the company signed a supplemental agreement, to extend the quarterlyrepayments until January 8, 2016, amending the interest rate to LIBOR plus 5.25%. The loan was repaid on January 8, 2016.

During the years ended December 31, 2016, 2015 and 2014, the weighted average interest rate (including the margin) was5.57%, 5.60% and 5.53%, respectively, while at December 31, 2015, the interest rate (including the margin) was 5.57%.

(i) On April 1, 2010, the Company, through the Aegean NWE business acquisition, assumed a loan agreement of an amount of€3,740,000 with a Belgian bank dated on March 22, 2004 to finance the construction of its vessel Texas. The loan bears interestat 4.36%.The loan was renewed on April, 01, 2014 and is renewable every five years.

(j) On April 1, 2010, the Company assumed a loan agreement with an international bank that was entered into, on October 6, 2009,by its acquired entity Aegean NWE and a third-party. The purpose of this roll over credit facility for an amount of €5,680,000is to finance the new building Montana and bears interest at EURIBOR plus 1.26%. The credit facility is repayable in quarterlyinstallments of approximately €95,000.

(k) On March 21, 2014, the Company's subsidiary, Aegean Barges NV signed a roll over loan agreement with a bank for the purposeof financing its new secondhand vessel New Jersey for an amount of $4,455 and bears interest at LIBOR plus 2.80%. The creditfacility is repayable in forty quarterly installments. During the years ended December 31, 2016, 2015 and 2014, the weightedaverage interest rate (including the margin) was 2.96%, 3.08% and 3.03%, respectively, while at December 31, 2016 and 2015,the interest rate (including the margin) was 3.13% and 3.13%, respectively.

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(l) On October 23, 2013 the Company issued $75,000 aggregate principal amount of 4% Convertible Unsecured Senior Notes("2013 Notes"), which are due November 1, 2018. The full overallotment option granted was exercised and an additional$11,250 2013 Notes were purchased by the underwriters. Accordingly, $86,250 in aggregate principal amount of 2013 Noteswas sold, resulting in aggregate net proceeds of approximately $83,447 after the underwriters' commissions.

The holders may convert their 2013 Notes to common stock at any time on or after May 1, 2018, but prior to maturity. However,holders may also convert their 2013 Notes prior to May 1, 2018, under the following circumstances: (1) if the closing price of thecommon stock reaches and remains at or above 130% of the conversion price of $14.23 per share of common stock, or 70.2679shares of common stock per $1,000 aggregate principal amount of 2013 Notes, in effect on that last trading day, for at least 20trading days in the period of 30 consecutive trading days ending on the last trading day of the calendar quarter immediatelypreceding the calendar quarter in which the conversion occurs; (2) during the five consecutive trading-day period after any fiveconsecutive trading-day period in which the trading price per $1,000 principal amount of the 2013 Notes for each day of thatperiod was less than 98% of the closing price of the Company's common stock multiplied by then applicable conversion rate; or(3) if specified distributions to holders of the Company's common stock are made or specified corporate events occur.

Since the 2013 Notes contain a cash settlement option upon conversion at the option of the issuer, the Company has bifurcated, atthe issuance date, the $86,250 principal amount of the 2013 Notes into liability and equity components of $72,696 and $13,554,respectively, by first determining the carrying amount of the liability component of the 2013 Notes by measuring the fair valueof a similar liability that does not have an associated equity component. The equity component was calculated by deducting thefair value of the liability component from the total proceeds received at issuance.

On January 16, 2015, the Company issued $48,300 aggregate principal amount of 4% Convertible Unsecured Senior Notes("2015 Notes"), which are due November 1, 2018. The 2015 Notes bear the same conversion terms with the 4% ConvertibleUnsecured Senior Notes issued on October 23, 2013.

The 2015 Notes contain a cash settlement option upon conversion at the option of the issuer, the Company has bifurcated, atthe issuance date, the $48,300 principal amount of the 2015 Notes and the premium received of $5,313 into liability and equitycomponents of $41,076 and $12,537, respectively, by first determining the carrying amount of the liability component of the2015 Notes by measuring the fair value of a similar liability that does not have an associated equity component. The equitycomponent was calculated by deducting the fair value of the liability component from the total proceeds received at issuance.Net proceeds from the 2015 Notes amounted to $51,802 after the underwriters commissions.

On December 19, 2016, the Company repaid $40,000 of the 2013 Notes and the 2015 Notes (collectively "Senior convertiblenotes due 2018"), for a cash consideration of $44,200 using part of the proceeds from the 2016 Notes described below (m).

The Company's interest expense associated with the Senior convertible notes due 2018 is based on an effective interest rate of9% and the difference from the interest payable upon the notes is amortized until the expiration of the notes and included underinterest and finance cost in the accompanying consolidated statements of income (Note 19).

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The total interest expense related to the Senior convertible notes due 2018 in the Company's consolidated financial statementsstatement of income for the years ended December 31, 2016, 2015 and 2014 amounted to $10,993, $10,131 and $6,148,respectively, of which $5,452, $3,669 and $2,698 are non-cash amortization of the discount on the liability component and ofthe transaction costs allocated to the liability component, $5,541, $6,462 and $3,450 are the contractual interest payable semi-annually at a coupon rate of 4% per year.

(m) On December 19, 2016, the Company issued $150,000 aggregate principal amount of 4.25% Convertible Unsecured SeniorNotes ("2016 Notes"), which are due December 15, 2021.

The holders may convert their Notes at any time on or after June 15, 2021, but prior to maturity. However, holders may alsoconvert their Notes prior to June 15, 2021, under the following circumstances: (1) if the closing price of the common stockreaches and remains at or above 130% of the conversion price of $14.95 per share of common stock, or 66.9120 shares ofcommon stock per $1,000 aggregate principal amount of Notes, in effect on that last trading day, for at least 20 trading daysin the period of 30 consecutive trading days ending on the last trading day of the calendar quarter immediately preceding thecalendar quarter in which the conversion occurs; (2) during the five consecutive trading-day period after any five consecutivetrading-day period in which the trading price per $1,000 principal amount of the Notes for each day of that period was lessthan 98% of the closing price of the Company's common stock multiplied by then applicable conversion rate; or (3) if specifieddistributions to holders of the Company's common stock are made or specified corporate events occur.

Since the 2016 Notes contain a cash settlement option upon conversion at the option of the issuer, the Company has bifurcated,at the issuance date, the $150,000 principal amount of the 2016 Notes into liability and equity components of $130,236 and$19,764, respectively, by first determining the carrying amount of the liability component of the 2016 Notes by measuring thefair value of a similar liability that does not have an associated equity component. The equity component was calculated bydeducting the fair value of the liability component from the total proceeds received at issuance. Net proceeds from the 2016Notes amounted to $145,125 after the underwriters' commissions.

The Company's interest expense associated with the 2016 Notes is based on an effective interest rate of 8.3% and the differencefrom the interest payable upon the notes is amortized until the expiration of the notes and included under interest and financecost in the accompanying consolidated statements of income (Note 19).

The total interest expense related to the 2016 Notes in the Company's consolidated financial statements statement of income forthe years ended December 31, 2016 amounted to $343, of which $130 are non-cash amortization of the discount on the liabilitycomponent and of the transaction costs allocated to the liability component, and $213 are the contractual interest payable semi-annually at a coupon rate of 4.25% per year.

(n) On September 16, 2016, Aegean Marine Petroleum S.A., Aegean Petroleum International Inc., Aegean NWE N.V. and AegeanBunkering Germany BD&M, the Company's wholly-owned subsidiaries, renewed its $1 billion Secured MulticurrencyRevolving Credit Facility with a syndicate of commercial lenders as described above. The facility is comprised of threetranches, consisting of Tranche A of $155,000 for a one year tenor, Tranche B of $75,000 for a two year tenor and Tranche Cof $770,000 for an uncommitted tenor. Tranche B, classified in the long-term debt, bears interest at LIBOR, plus a margin of2.5%.

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(o) On October 7, 2015, the Company's subsidiary, Aegean Oil Terminal Corporation, entered into a secured credit facility for anamount of AED 440,000,000. The loan bears interest at EIBOR plus a margin of 3.0% and an interest floor rate of 5.50%. Theproceeds were used to repay the existing credit facility of the subsidiary and increase the working capital of the Company.

The facility contains financial covenants which require the Company, as guarantor, to maintain (i) minimum consolidated networking capital of not less than $125 million, (ii) consolidated net tangible net worth of not less than $410,000, (iii) a currentratio of at least 1.15-to-one, (iv) a consolidated solvency ratio of not more than 0.70-to-one, and (v) a consolidated interestcover ratio of at least 1.9-to-one. In addition, the facility contains financial covenants which require the Company's subsidiary,as borrower, to maintain (i) tangible net worth of not less than $100 million, (ii) a current ratio of at least 1.00-to-one, (iii) agearing ratio of not more than 1.50-to-one, (iv) a debt service cover ratio of at least 1.25-to-one, (v) a loan to value ratio of notmore than 0.64-to-one, and (vi) a leverage ratio of not more than 7.00-to-one for the period ending December 31, 2016, whichwill decrease to 6.00-to-one for each quarter in 2017, to 5.00-to-one for each quarter in 2018, and 4.00-to-one thereafter.

(p) On March 22, 2016, the Company's subsidiary, Aegean Bunkering Services Inc., entered into a secured term loan for an amountof $13,000. The loan bears interest at LIBOR plus a margin of 4.5% and is repayable in twelve quarterly instalments, plus aballoon payment of $4,286. During the year ended December 31, 2016, the weighted average interest rate (including the margin)was 5.21%, while at December 31, 2016, the interest rate (including the margin) was 5.50%. The proceeds were used purchaseUmnenga, a 66,895 dwt double hull bunkering tanker (Note 7) and to repay the existing credit facility of the subsidiary (Note12).

The loan agreement contains financial covenants requiring a minimum security cover ratio of 125%.

As at December 31, 2016, the Company was in compliance with all of its financial covenants contained in its credit facilities.

As of December 31, 2016, the outstanding vessel-financing loans are generally collateralized as follows:

First priority mortgages over the vessels;

Assignments of insurance and earnings of the mortgaged vessels.

The vessel-financing loan agreements contain ship finance covenants including restrictions as to changes in management andownership of the vessels, additional indebtedness and mortgaging of vessels without the bank's prior consent as well as minimumrequirements regarding the ratio of the market value of the relevant vessel to the outstanding loan amount and the ratio ofthe insured amount of the relevant vessel to the outstanding loan amount. In addition, the borrowing companies and/or theirmanagers must maintain working capital accounts with the lending banks, as defined in the loan agreements. Furthermore, thevessel-owning subsidiary companies are not permitted to pay any dividends without the lenders' prior consent. As of December31, 2016, most of the Company's vessels, having a total carrying value of $323,331, have been provided as collateral to securethe long-term debt discussed above.

Total interest incurred on long-term debt for the years ended December 31, 2016, 2015 and 2014 amounted to $17,224, $15,455and $14,924, respectively, (Note 19) and is included in interest and finance costs in the accompanying consolidated statementsof income. Accrued interest expense on long-term debt as of December 31, 2016 and 2015 amounted to $1,683 and $2,262,respectively, and is included in accrued and other current liabilities in the accompanying consolidated balance sheets.

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The annual principal payments required to be made after December 31, 2016, are as follows:

Amount2017 $ 33,4952018 214,5452019 78,4182020 41,0472021 169,866Thereafter 34,146Total principal payments 571,517Less: Unamortized portion of notes' discount (26,285)Total long-term debt $ 545,232

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14. Derivatives and fair value measurements:

The Company uses derivatives in accordance with its overall risk management strategy. The changes in the fair value of these derivativesare recognized immediately through earnings. For additional information on its derivatives accounting policy, see Note 2.

The following describes the Company's derivative classifications: The Company enters into interest rate swap contracts to economicallyhedge its exposure to variability in its floating rate long-term debt. Under the terms of the interest rate swaps, the Company and thebank agreed to exchange at specified intervals the difference between paying fixed rate and floating rate interest amount calculated byreference to the agreed principal amount and maturity. Interest rate swaps allow the Company to convert long-term borrowings issued atfloating rates to equivalent fixed rates.

The Company uses foreign currency swaps to reduce the risk from fluctuations in foreign currency exchange rates associated with its debtliabilities denominated in foreign currencies.

In a foreign currency swap transaction, the Company agrees with another party to exchange, at specified intervals, the difference betweenan agreed fixed, set at inception, and the current exchange rate, calculated by reference to an agreed notional amount. These transactionsare entered into pursuant to master agreements that provide for a single net payment to be made by one counterparty for payments madeat each due date.

As of December 31, 2016 and 2015, the Company was committed to the following swap arrangements:

Asof December 31, 2016

Interest Rate IndexPrincipalAmount

Fair Value/Carrying

Amount ofAsset/

(Liability)

Weighted-average

remainingterm

Fixed InterestRate

U.S. Dollar-denominated Interest Rate Swap Euribor $ 3,685 $ (399) 9.25 2.35%U.S. Dollar-denominated Interest Rate Swap Libor 75,000 1,463 4.43 1.39%U.S. Dollar-denominated Interest Rate Swap Libor 75,000 1,608 4.42 1.35%U.S. Dollar-denominated Interest Rate Swap Libor $ 75,000 $ 2,970 4.52 0.95%

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14. Derivatives and fair value measurements: (Continued)

Asof December 31, 2015


Fair Value/Carrying

Amount ofAsset/

(Liability)

Weighted-average

remainingterm

Fixed InterestRate

U.S. Dollar-denominated InterestRate Swap Euribor $ 4,233 $ (420) 10.25 2.35%

The Company is exposed to credit loss in the event of non-performance by the counterparty to the interest rate swap agreement. In orderto minimize counterparty risk, the Company enters into derivative transactions with counterparties that are rated AAA or at least A at thetime of the transactions.

The Company uses fuel pricing contracts to hedge exposure to changes in the net cost of marine fuel purchases. The Company has theright of offset with the counterparty of the fuel pricing contracts, and settles outstanding balances on a monthly basis. Therefore, theseamounts are presented on a net basis in the consolidated balance sheets (on a gross basis: an asset of $21,089 and a liability of $33,497 asof December 31, 2016 and an asset of $46,949 and a liability of $24,533 as of December 31, 2015).

The following table presents information about its derivative instruments measured at fair value and their locations on the consolidatedbalance sheets:

As of December 31,Assets/(Liabilities) Balance Sheet Location 2016 2015

Fuel pricing contracts Derivative asset, current $ - $ 22,416Fuel pricing contracts Derivative liability, current (12,408) -Currency contracts Derivative liability, current (95) -Currency contracts Derivative liability, non-current (588) -Interest rate swaps Derivative asset, non-current 6,041 -Interest rate swaps Derivative liability, non-current (399) (420)Total, net $ (7,449) $ 21,996

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The Company discloses information about offsetting and related arrangements to enable users of its financial statements to understandthe effect of those arrangements on its balance sheet. The derivatives instruments are subject to a master netting agreement allowing forthe netting of assets and liabilities on the consolidated balance sheets.

The following table presents the offsetting of fuel pricing contracts as of December 31, 2016 and 2015:

GrossAmounts ofRecognizedLiabilities

GrossAmounts ofRecognized

Assets

Net Amountspresented inthe Balance

Sheet Asset /(Liability)

December 31, 2016 $ (33,497) $ 21,089 $ (12,408)December 31, 2015 $ (24,533) $ 46,949 $ 22,416

The following table presents the effect and financial statement location of its derivative instruments on its consolidated statements ofincome for the years ended December 31, 2016, 2015 and 2014:

Statements of Income For the year ended December 31,Income/ (loss) Location 2016 2015 2014

Fuel pricing contracts Cost of revenue – third-parties $ (70,213) 45,782 $ 50,472Currency contracts Foreign exchange losses, net (683) - -Interest rate contracts Interest and finance costs 6,062 62 (250)Total $ (64,834) 45,844 $ 50,222

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The following table sets forth by level its assets/ liabilities that are measured at fair value on a recurring basis. As required by the fairvalue guidance, assets/ liabilities are categorized in their entirety based on the lowest level of input that is significant to the fair valuemeasurement.

Fair value measurements atDecember 31, 2016

Assets/ (Liabilities) Total

Quotedprices in

activemarkets(Level 1)

Significantother

observableinputs

(Level 2)

Significantunobservable

inputs(Level 3)

Interest rate swap $ (399) $ - $ (399) $ -Interest rate swap 6,041 6,041Currency contracts (683) (683)Fuel pricing contracts (12,408) - (12,408) -

Total $ (7,449) $ - $ (7,449) $ -



Quotedprices in

activemarkets(Level 1)

Significantother

observableinputs

(Level 2)

Significantunobservableinputs (Level

3)Interest Rate Swap $ (420) $ - $ (420) $ -Fuel pricing contracts 22,416 - 22,416 -

Total $ 21,996 $ - $ 21,996 $ -

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The fair value of the interest rate swaps is determined using the discounted cash flow method based on market-based EURIBORor LIBOR rates swap yield curves, taking into account current interest rates. Valuation models require a variety of inputs, includingcontractual terms, market prices, yield curves, credit spreads, measures of volatility, and correlations of such inputs.

The fair value of the foreign currency contracts is determined based on the agreed fixed and the current exchange currency for the amountagreed to be exchanged on each contract.

The Company uses observable inputs to calculate the mark-to-market valuation of the fuel pricing derivatives. Fuel pricing contracts arevalued using quoted market prices of the underlying commodity. During the years ended December 31, 2016 and 2015, the Companyentered into fuel pricing contracts for 29,562,250 metric tons and 14,553,635 metric tons, respectively.

The Company's derivatives trade in over-the-counter markets, and as such, model inputs are generally observable and do not requiresignificant management judgment. Such instruments are classified within Level 2 of the fair value hierarchy.

15. Commitments and Contingencies:

a) Long-term Supply Contracts: On December 3, 2004, the Company signed an eight-year Fuel Purchase Agreement with agovernment refinery in Jamaica for the supply of mainly MFO and MGO at a price equal to average PLATTS prices plus amargin. The contract stipulates that the Company and refinery are not required to transact for more than a maximum quantityof marine fuel per month; however, by mutual agreement, the maximum quantity per month may be revised upwards. Invoicesbecome due thirty calendar days from the date of delivery. Interest on overdue payments accrues at a rate equal to the localoverdraft rate in Jamaica. On December 30, 2009, an addendum between the two parties was signed, which extends the originalagreement until December 31, 2014, and further renewed until December 31, 2018. On April 1, 2005, the Company signed aten-year Marine Fuel Supply Service Agreement with the Greek Subcontractor which has been renewed until December 31,2017 (refer to Note 4).

(b) Lease Commitments: The Company leases certain property under operating leases, which require the Company to paymaintenance, insurance and other expenses in addition to annual rentals. The minimum annual payments under all non-cancelable operating leases at December 31, 2016 are as follows:

2017 $ 39,0662018 24,3602019 11,1682020 10,7282021 10,688Thereafter 124,670Total minimum annual payments under all non-cancelable operating leases $ 220,680

Rent expense under operating leases was $41,730, $36,043 and $34,715 for the years ended December 31, 2015, 2014 and 2013,respectively.

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15. Commitments and Contingencies: (Continued)

(c) Standby Letters Of Credit: In the normal course of business, for certain suppliers, under certain long-term supply contracts, orunder certain long-term construction contracts, the Company is required to post standby letters of credit in order to secure linesof credit. As of December 31, 2016, the total outstanding standby letters of credit amounted to $56,736. The Company has notdefaulted on payment of any of its accounts payable so as to cause any of the issuers of the standby letters of credit to settlethe Company's accounts payable on the Company's behalf. All the standby letters of credit expire during 2017. The Companyexpects to extend the validity date of these instruments throughout the duration of the Company's contractual or operatingrelationships with the respective suppliers.

(d) Letters of Guarantee: Under the Singapore law, the Company is required to issue letters of guarantee for payroll taxes of crewmembers during their employment. The guarantee extends for the duration of the employment and the Company is requiredto pay only if the crew member does not meet individual tax obligations. The Company currently does not believe it will berequired to make a payment under these guarantees and accordingly has not recorded any liability. The maximum amount theCompany could be required to pay as of December 31, 2016 and 2015 is $128 (or SIN$177,000) and $283 (or SIN$309,000),respectively, and is maintained in fixed deposits and presented in the prepayments and other current assets in the accompanyingconsolidated balance sheets. The Company is also required to issue letters of guarantee in the U.A.E. for the port authorities andfor the employees' passports and permits. The maximum amount the Company could be required to pay as of December 31, 2016and 2015 is $163 (or AED600,000) and $125 (or AED500,000), respectively, and is maintained in fixed deposits and presentedin the prepayments and other current assets in the accompanying consolidated balance sheets. Furthermore, the Company hasissued letters of guarantee for transporting cargo on behalf of its time-charter parties for amounts of $69 (€65,270) and $0 (€0)as of December 31, 2016 and 2015, respectively, and are maintained in fixed deposits and presented in the prepayments andother current assets in the accompanying consolidated balance sheets.

(e) Environmental and Other Liabilities: The Company accrues for the cost of environmental liabilities when managementbecomes aware that a liability is probable and is able to reasonably estimate the Company's exposure. Currently, managementis not aware of any such claims or contingent liabilities for which a provision should be established in the accompanyingconsolidated financial statements. The Company's Protection and Indemnity ("P&I") insurance policies cover third-partyliability and other expenses related to injury or death of crew, passengers and other third-parties, loss or damage of cargo,claims arising from collisions with other vessels, damage to other third-party property, and pollution arising from oil or othersubstances. The Company's coverage under the P&I insurance policies, except for pollution, are unlimited. Coverage forpollution is $1,000,000 per vessel per incident.

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(f) Legal Matters

In November 2005, an unrelated party filed a declaratory action against one of the Company's subsidiaries before the First InstanceCourt of Piraeus, Greece. The plaintiff asserted that he was instrumental in the negotiation of the Company's eight-year fuel PurchaseAgreement with a government refinery in Jamaica and sought a judicial affirmation of his alleged contractual right to receive acommission of $0.01 per metric ton of marine fuel over the term of the contract. In December 2008, the First Instance Court of Piraeusdismissed the plaintiff's action as vague and inadmissible, however the Company appealed that decision on the grounds that there wasno contract between the Company and the plaintiff and that the court lacked jurisdiction. While the action was pending in Greece, theplaintiff commenced a new action involving the same cause of action before the Commercial Court of Paris, France, which dismissedthat action in June 2009. The plaintiff's appeal of the dismissal was denied by the Paris Court of Appeal in February 2010. In January2012, the plaintiff commenced a new action relating to the same allegations before the Commercial Court of Paris, which was dismissedon June 27, 2012 in favor of the competence and jurisdiction of the Greek courts. In July 2012, the plaintiff filed a "contredit," an appealprocedure under French law. In November 2013, the Court held that there is no matter pending in Greece that would allow the Frenchcourts to decline jurisdiction to the benefit of the Greek proceedings. As a result, the case is to return to the Commercial Court of Pariswhich should have to examine the admissibility of plaintiff's claim in France. The relevant pleadings were issued on December 18, 2015.According to its decision the French Court held that the plaintiff is entitled to a part compensation based on a half of its claim fee of$0.01 per metric ton sold but limited to the amount of $670 with respect to the years 2005 to 2008. The Judgement is enforceable subjectto the submission by the plaintiff to AMP of a bank guarantee as counter-security covering the reimbursement to AMP of the said sumplus interest. Until now the plaintiff has been unable to submit a properly worded bank guarantee. Both AMP and the plaintiff have filedcontrary appeals versus the decision issued. Both parties have now submitted their respective pleadings, but the relevant pleading has notyet been scheduled. We believe that this claim lacks in merit and that the outcome of this lawsuit will not have a material effect on theCompany.

On December 18, 2014, the Company and Aegean Bunkering (USA) LLC (the "Aegean Parties"), filed a one-count complaint forbreach of contract against Hess Corporation ("Hess"), in New York Supreme Court, New York County (653887/2014) alleging that Hessbreached certain express representations and warranties in representing its financial condition in an agreement pursuant to which Hesssold its bunker oil business to Aegean Bunkering (USA) LLC ("Agreement") In the complaint, the Aegean Parties sought approximately$28,000 in compensatory damages, exclusive of interest and costs. On February 9, 2015, Hess filed an answer to the complaint. Duringthe course of discovery, through co-counsel Boies Schiller & Flexner LLP, the Aegean Parties filed a motion for leave to amend thecomplaint on December 15, 2015. The proposed amended complaint added a claim for fraud and fraudulent inducement in connectionwith the Agreement, seeking approximately $127,000 in compensatory damages, exclusive of interest and costs, and punitive damagesin an amount to be determined at trial. On Hess's consent, the Aegean Parties' motion to amend the complaint was granted on January15, 2016. On February 3, 2016, Hess filed a motion to dismiss the amended complaint in part, specifically, the fraud and fraudulentinducement claim and portions of the contract claim. The Aegean Parties responded to the motion to dismiss on March 4, 2016, and Hesssubmitted its reply thereafter. On March 31, 2017, the Aegean Parties have filed with the Court a Notice of Issue to request a trial date.The parties have continued with discovery and await a decision from the Court. We are not in a position to comment further on this matterat this time.

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The Company has supplied bunkers through agreements with various entities of the O.W. Bunker Group, which filed for bankruptcyin November 2014. The Company issued notice to members of the O.W. Bunker Group for the request of payment for the value ofthe bunkers supplied. The Company's exposure for these supplies amounts to $4,951, of which $3,119 is recorded as a provision fordoubtful accounts in our consolidated balance sheets. The Company believes that the respective members of the O.W. Bunker Groupwere never the rightful owners of the bunkers and are currently trying to work out escrow or other practical solutions with the end users.The Company expects to recover the amount of at least $1,832.

A Company's subsidiary, Aegean Oil Terminal Corporation (or "AOTC"), has provided storage facilities through agreements to AlcoShipping Services LLC ("Alco"), Alco Fuel Trading LLC (or "Alco"), House of Gas Trading DMCC ("House of Gas") and SeaCrestRefined Oil Products s Trading LLC (or "SeaCrest"). In breach of their obligations under their agreements Alco Shipping, Alco Trading,House of Gas and SeaCrest failed to deliver any products to the terminal and to pay the invoices in the principal sum of $2,040. Followingvarious demands for payment and in the absence of payments, AOTC has terminated the agreements and commenced legal proceedingsagainst Alco Trading and Shipping and House of Gas in the High Court of London. Sea Crest has issued and delivered to AOTC checksas security of payment of the outstanding invoices but since these bounced due to lack of funds, AOTC has filed criminal charges againstthe company. The Company has recorded in its books a provision for the full amount due by the above companies.

Various claims, suits, and complaints, including those involving government regulations arise in the ordinary course of business.Management, in consultation with internal and external advisors, will provide for a contingent loss in the financial statements if thecontingency had been incurred at the date of the financial statements and the amount of the loss was probable and can be reasonablyestimated. Currently, management is not aware of any such claims or contingent liabilities for which a provision should be established inthe accompanying consolidated financial statements.

16. Revenues and Cost of Revenues:

The amounts in the accompanying consolidated statements of income are analyzed as follows:


Sales of marine petroleum products $ 3,996,642 $ 4,155,502 $ 6,590,998Voyage revenues 26,870 28,780 30,410Other revenues 52,707 47,372 40,393Total Revenues 4,076,219 4,231,654 6,661,801

Cost of marine petroleum products 3,670,542 3,853,450 6,286,453Cost of voyage revenues 14,974 14,827 14,729Cost of other revenues 37,219 31,548 23,525Total Cost of Revenues $ 3,722,735 $ 3,899,825 $ 6,324,707

Included in the cost of revenues is depreciation of $6,305, $4,780 and $2,424 for the years ended December 31, 2016, 2015 and 2014,respectively.

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17. Selling and Distribution:



Salaries $ 53,507 $ 52,576 $ 57,550Depreciation 14,029 14,990 16,174Vessel hire charges 22,368 26,422 30,033Amortization of dry-docking costs 5,995 5,833 5,174Vessel operating expenses 29,657 29,117 33,447Bunkers consumption 12,557 16,421 26,464Storage costs 43,134 39,790 31,686Broker commissions 4,858 5,789 4,584Provision for doubtful accounts 2,197 1,992 3,229Other 13,964 12,148 12,489Selling and Distribution expenses $ 202,266 $ 205,078 $ 220,830

18. General and Administrative:



Salaries $ 22,575 $ 19,480 $ 17,616Depreciation 2,908 2,977 2,312Office Expenses 24,274 20,861 18,171General and Administrative expenses $ 49,757 $ 43,318 $ 38,099

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19. Interest and Finance Costs:



Interest incurred on long-term debt (Note 13) $ 17,224 $ 15,455 $ 14,924Interest incurred on short-term borrowings (Note 12) 7,561 6,917 13,340Servicing fees on factoring (Note 3) 466 667 1,298Amortization of financing fees (Note 9) 5,616 6,028 4,455Amortization of convertible notes discount (Note 13) 4,610 4,082 2,297Bank commissions, commitment fees and other charges 6,144 4,530 6,582Interest rate swaps (Note 14) (5,539) - -Loss on partial extinguishment of convertible senior notes 417 - -Interest on lease payments - - 6Capitalized interest - (71) (9,004)Total $ 36,499 $ 37,608 $ 33,898

20. Equity Incentive Plan:

In March 2015, the Company adopted a 2015 equity incentive plan which replaced in full the 2006 Equity Incentive Plan. The Companyhas reserved a total of 5,091,402 shares of common stock for issuance under the 2015 Equity Incentive Plan, consisting of 91,402 commonshares that remained unissued under the 2006 Equity Incentive Plan plus an additional 5,000,000 common shares. Under the terms ofthe 2015 Equity Incentive Plan, the compensation committee may grant new options exercisable at a price per common share to bedetermined by our board of directors but in no event less than fair market value as of the date of grant. The 2015 Equity Incentive Planalso permits the Company's compensation committee to award restricted stock, restricted stock units, non-qualified stock options, stockappreciation rights, dividend equivalent rights, unrestricted stock, and performance shares. The 2015 Equity Incentive Plan expires inMarch 2025.

The Company measures stock-based compensation cost at grant date, based on the estimated fair value of the award which is determinedby the closing price of the Company's common stock traded on the NYSE on the grant date, and recognizes the cost as expense on astraight-line basis (net of estimated forfeitures) over the requisite service period. The expense is recorded in the general and administrativeexpenses in the accompanying consolidated statements of income. Aegean is incorporated in a non-taxable jurisdiction and accordingly,no deferred tax assets are recognized for these stock-based incentive awards.

All grants of non-vested stock issued under the 2015 Equity Incentive Plan are subject to accelerated vesting upon certain circumstancesset forth in the 2015 Equity Incentive Plan.

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20. Equity Incentive Plan: (continued)

The following table summarizes the status of the Company's non-vested shares outstanding for the years ended December 31, 2016 and2015:

NonvestedStock

WeightedAverage

Grant DateMarket

PriceAt December 31, 2014 1,849,749 $ 8.51Granted 1,141,000 12.88Vested (1,023,266) 8.91Forfeited (1,500) 8.37At December 31, 2015 1,965,983 11.05Granted 1,316,000 6.60Vested (1,479,156) 8.85Forfeited (20,000) 12.93At December 31, 2016 1,782,827 $ 9.21

The weighted average grant date fair value of shares granted during the years ended December 31, 2016, 2015 and 2014, were $8,686,$14,696 and $10,663, respectively.

The total fair value of shares at vesting date during the years ended December 31, 2016, 2015 and 2014 were $12,493, $14,556 and$7,462, respectively based on the closing share price at each vesting date.

Total compensation cost of $12,229, $10,042 and $8,774 was recognized and included under general and administrative expenses in theaccompanying consolidated statements of income for the years ended December 31, 2016, 2015 and 2014, respectively.

As of December 31, 2016, there was $7,026 of total unrecognized compensation cost related to non-vested share-based compensationawards. This unrecognized compensation cost at December 31, 2016, is expected to be recognized as compensation expense over aweighted average period of 1.5 years as follows:

Amount2017 $ 4,8452018 1,8822019 299

$ 7,026

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21. Common Stock, Treasury Stock and Additional Paid-In Capital:

Authorized Capital

Aegean was formed on June 6, 2005, under the laws of the Marshall Islands. Aegean's authorized common and preferred stock sinceinception consisted of 100,000,000 common shares (all in registered form), par value $0.01 per share and 25,000,000 preferred shares(all in registered form), par value $0.01 per share. The holders of the common shares are entitled to one vote on all matters submitted toa vote of stockholders and to receive all dividends, if any. The Company's board of directors shall have the authority to establish suchseries of preferred stock and with such designations, preferences and relative, participating, optional or special rights and qualifications,limitations or restrictions as shall be stated in the resolutions providing for the issue of such preferred stock.

Share Issuance and Repurchase

On October 3, 2005, Aegean acquired from Leveret 8% of the total then-issued and outstanding common stock of Aegean, representingthe entire interests in Leveret of members of Mr. Dimitris Melisanidis' family (other than Mr. Melisanidis himself) for a price of $35,000.Those shares were cancelled upon repurchase, in accordance with a resolution of the board of directors of Aegean. The repurchasedshares represented the entire beneficial ownership of those members of Mr. Melisanidis' family. The excess of the purchase price over thepar value of the acquired shares was reflected first as a deduction from additional paid-in capital and, upon exhaustion of the balance ofadditional paid-in capital, as a deduction from retained earnings.

On June 8, 2005, Aegean issued 30,472,827 common shares (as restated for the split-ups of common stock, described below), with a $0.01par value per share, to Leveret and Leveret contemporaneously contributed its direct and indirect ownership in the companies describedin Note 1 to Aegean.

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21. Common Stock, Treasury Stock and Additional Paid-In Capital: (Continued)

Initial Public Offering

In December 2006, the Company completed its initial public offering in the United States under the United States Securities Act of 1933,as amended. In this respect, 14,375,000 shares of common stock at par value $0.01 were issued for $14.00 per share. The proceeds of theinitial public offering, net of underwriting commissions of $14,088, and net of offering expenses of $1,953, amounted to $185,209.

Public offering

On January 27, 2010, the Company completed a public offering in the United States under the United States Securities Act. In thisrespect, 4,491,900 shares of common stock at par value $0.01 were issued for $32.75 per share. The proceeds of the public offering, netof underwriting commissions of $7,355 and net of issuance cost of $707 amounted to $139,047.

Treasury stock

On October 16, 2014, the Company's Board of Directors authorized a new share repurchase program, under which the Company mayrepurchase up to $20,000 of its outstanding shares of common stock over a period of two years. No shares have been repurchased as ofthe year ended December 31, 2016 and 2015.

On July 20, 2011, the Company's Board of Directors approved a share repurchase program for up to 2,000,000 shares of the Company'scommon stock. The Board will review and may choose to renew the program after a period of 12 months. The Company under thisprogram repurchased 967,639 shares during 2011 for an aggregate purchase price of $4,628 and 4,000 shares during 2012 for an aggregatepurchase price of $19 which have been recorded as Treasury Stock in the accompanying consolidated balance sheets.

On May 17, 2010, the Company's Board of Directors approved a plan to purchase 1,000,000 shares from Mr. Dimitris Melisanidis. Theseshares were purchased on May 21, 2010, for an aggregate purchase price of $24,680, which has been recorded as Treasury Stock in theaccompanying consolidated balance sheets.

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21. Common Stock, Treasury Stock and Additional Paid-In Capital: (Continued)

Preferred Share Purchase Rights

In August 2009, the Company authorized and declared a dividend distribution of one preferred share purchase right (a "Right") on eachoutstanding share of its common stock. The dividend distribution was made to shareholders of record as of August 14, 2009. The rightswill separate from the common stock and become exercisable upon the earlier of (i) ten days following the public announcement ordisclosure that a person or group (an "Acquiring Person") has acquired beneficial ownership, or obtained the right to acquire, 15 percentor more of the outstanding common stock or (ii) ten business days following the commencement of, or the announcement of an intentionto make, a tender offer or exchange offer, the consummation of which would result in such a group or person becoming an AcquiringPerson (the "Distribution Date"). On the Distribution Date, each Right holder will be entitled to purchase for $100 (the "Exercise Price")one one-thousandth of a share of a new series of junior participating preferred stock. In the event that an Acquiring Person acquires morethan 15 percent of the outstanding common stock, each Right holder (except the Acquiring Person) will be entitled to purchase at theExercise Price, shares of common stock having a market value equal to twice the Exercise Price. Any time after the date an AcquiringPerson obtains more than 15 percent of the outstanding common shares and before that Acquiring Person acquires more than 50 percentof the outstanding common shares, the Company may exchange each Right owned by all other Rights holders, in whole or in part, for onecommon share. The Rights expire on the earliest of (i) August 14, 2019 or (ii) the redemption of the Rights by the Company or (iii) theexchange of the Rights as described above. The Company can redeem the Rights at any time on or prior to the earlier of the tenth businessday following the public announcement that a person has acquired ownership of 15 percent or more of the outstanding common shares,or August 14, 2019. The Rights do not have any voting rights. The Rights have the benefit of certain customary anti-dilution protections.As of December 31, 2016, no such events had occurred, and no rights have been exercised.

Dividends

The Company declared and paid dividends of $3,805, $3,926 and $2,403 during the years ended December 31, 2016, 2015 and 2014,respectively.

Additional Paid in Capital

The amounts presented in the accompanying consolidated balance sheets as additional paid-in capital comprise (i) payments made by thepre-IPO stockholders at various dates to finance vessel acquisitions in excess of the amounts of bank loans obtained and advances forworking capital, (ii) the estimated value of certain incidental employee services provided to the Company by certain related companiesfor no consideration, (iii) an allocation of costs for office services historically shared with and the use of office equipment owned byrelated companies, and (iv) the difference between the par value of the shares issued in the initial and the secondary public offerings thenet proceeds obtained for those shares.

Repurchase and retirement of common stock

On August 16, 2016, the Company's Board of Directors approved the purchase 11,303,031 shares from Mr. Dimitris Melisanidis. Theseshares were purchased and retired on September 15, 2016, for an aggregate purchase price of $99,580, which has been recorded in thestockholder's equity in the consolidated balance sheet as of December 31, 2016.

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22. Earnings Per Common Share:

The computation of basic earnings per share is based on the weighted average number of common shares outstanding during the yearusing the two-class method. The computation of diluted earnings per share assumes the granting of non-vested share-based compensationawards (refer to Note 20), for which the assumed proceeds upon grant are deemed to be the amount of compensation cost attributable tofuture services and not yet recognized using the treasury stock method, to the extent dilutive.

As of December 31, 2016 and 2015, the Company excluded 1,782,827 and 1,965,983 non vested shares, respectively, as anti-dilutive.Non-vested share-based payment awards that contain rights to receive non forfeitable dividends or dividend equivalents (whether paidor unpaid) and participate equally in undistributed earnings are participating securities, and thus, are included in the two-class method ofcomputing earnings per share.

The treasury stock method is used in calculating diluted earnings per share for the Notes as the Company expects to settle the principal incash.

The components of the calculation of basic earnings per common share and diluted earnings per common share are as follows:


Net income attributed to AMPNI shareholders $ 51,871 $ 34,841 $ 16,090

Less: Dividends declared and undistributed earnings allocated to unvested shares (2,078) (1,392) (627)Basic income available to common stockholders $ 49,793 $ 33,449 $ 15,463

Basic weighted average number of common shares outstanding 44,919,189 47,271,582 46,271,716

Diluted weighted average number of common shares outstanding 44,919,189 47,271,582 46,271,716

Basic earnings per common share $ 1.11 $ 0.71 $ 0.34Diluted earnings per common share $ 1.11 $ 0.71 $ 0.34

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23. Income Taxes:

The Company operates through its subsidiaries, which are subject to several tax jurisdictions, as follows:

a) Marshall Islands

The Company is incorporated in the Marshall Islands. Under current Marshall Islands law, the Company is not subject to tax on incomeor capital gains.

b) Republic of Liberia

The principal operating entity of the Company, AMP, is incorporated in the Republic of Liberia. Under regulations promulgated by theLiberian Ministry of Finance, because AMP is considered a non-resident domestic corporation, it is not required to pay any tax or fileany report or return with the Republic of Liberia in respect of income derived from its operations outside of the Republic of Liberia. TheLiberian Ministry of Justice has issued an opinion that these regulations are valid.

c) Greece

AMP has a branch office established in Greece. Under the laws of Greece, and in particular Greek Law 3427/2005 which amended,replaced and supplemented provisions of Law 89/1967 as of January 1, 2006, AMP is taxed on a cost plus basis, 5.42% for the period2011 to 2015, on expenses incurred by its branch office in Greece. With respect to the period of 2016 to 2020, the Greek Ministry ofEconomy and Finance has set the profit margin at 5%. AMP's income, as calculated by applying the 5% profit margin, as applicable, issubject to Greek corporate income tax at the rate of 29%, 29% and 26% for the fiscal year 2016, 2015 and 2014. All expenses to which theprofit margin applies are deducted from gross income for Greek corporate income tax purposes. Furthermore, AMP is exempt from Greekother tax, charge or contribution in favor of the Greek State or any third-party, on income derived from all its transactions worldwide inpetroleum products, lubricants and similar commodities, the object of which lies outside of Greece.

d) United States

A foreign corporation which is engaged in a trade or business in the United States will be subject to corporate income tax and branchprofits tax at a combined rate on its income which is effectively connected with its United States trade or business, or EffectivelyConnected Income.

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23. Income Taxes: (continued)

Income from the sale of property outside the United States by a foreign corporation will be treated as Effectively Connected Income ifthe corporation has a fixed place of business in the United States to which such income is attributable, unless (1) the property is sold foruse, consumption or disposition outside the United States, and (2) the taxpayer has a fixed place of business in a foreign country whichmaterially participates in the sale.

The Company has a place of business in the U.S. East Coast through its subsidiary Aegean Bunkering USA that acquired a U.S. bunkeringdivision on December 18, 2013, and trade activities occurred inside the United States are subject to United Stated federal and state incometaxes.

The components of the Aegean Bunkering USA's (expense)/benefit for income taxes are as follows:


Current tax expense $ (2,618) $ (10) $ (56)Deferred tax benefit / (expense) 2,537 (2,420) -Income tax provision $ (81) $ (2,430) $ (56)

Effective tax rate 2.7% 28.26% 3.19%

The reconciliation between the statutory tax expense in Aegean Bunkering USA from continuing operations to the income tax expenserecorded in the financial statements is as follows:


Income tax on profit before tax at statutory rate $ 1,190 $ (3,410) $ (29)Effect of permanent differences (1,271) 980 (27)Total tax expense Reconciliation $ (81) $ (2,430) $ (56)

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Deferred income taxes are the result of provisions of the tax laws that either require or permit certain items of income or expense to bereported for tax purposes in different periods than they are reported for financial reporting. The tax effects of temporary differences thatgive rise to the deferred tax asset / liability are as follows:


Deferred tax assets:Inventory adjustments and others $ 2,254 $ - $ -Federal net operating loss - 2,102 -Total deferred assets $ 2,254 $ 2,102 $ -


Deferred tax liabilities:Inventory adjustments and others $ - $ 3,091 $ -Amortization and depreciation 2,137 1,431 -Total deferred liabilities $ 2,137 $ 4,522 $ -

Deferred tax assets are included in current assets and deferred tax liabilities are presented in current and non-current liabilities.

e) Belgium

The Company has trade activities in Belgium through its subsidiary ANWE and operates its subsidiary Aegean Bunkers At Sea NV("ABAS"), both incorporated in Belgium, and subject to Belgian income taxes which rate is 33.99% for the presented years.

The components of the ABAS's expense for income taxes are as follows:Year Ended December 31,

2016 2015 2014Current tax expense $ - $ - $ -Deferred tax expense (1,183) (551) (458)Income tax expense $ (1,183) $ (551) $ (458)

Effective tax rate 1,105.61% 26.34% 25.46%

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The reconciliation between the statutory tax benefit/ (expense) in Belgium on results of ABAS from continuing operations to the incometax expense recorded in the financial statements is as follows:


Income tax expense on result before tax at statutory rate $ (151) $ (589) $ (506)Effect of permanent differences (10) 38 48Valuation allowance (1,022) - -Total tax expense Reconciliation $ (1,183) $ (551) $ (458)

Deferred income taxes are the result of provisions of the tax laws that either require or permit certain items of income or expense to bereported for tax purposes in different periods than they are reported for financial reporting. ABAS has recorded a valuation allowance asa result of sale of investment for the amount of $1,022, which was the deferred tax asset deriving from an investment tax incentive.


Deferred tax assets:Carryforward of notional interest deduction $ - $ 45 $ -Tax carryforward losses - 761 1,275Investment tax incentive - 377 459Total deferred taxes, net $ - $ 1,183 $ 1,734

The components of the ANWE Business' (expense)/benefit for income taxes are as follows:


Revised RevisedCurrent tax benefit / (expense) $ (150) $ (1,339) $ (1,663)Deferred tax (expense) / benefit (3,062) 583 547Income tax (expense) / benefit $ (3,212) $ (756) $ (1,116)


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23. Income Taxes: (Continued)

During the year ended December 31, 2016, the Company revised its financial statements for 2015 and 2014 to record a provision for awithholding tax, related to income tax, in a subsidiary and has made adjustments in each successive period.

The reconciliation between the statutory tax expense in Belgium on income of Aegean NWE from continuing operations to the incometax expense recorded in the consolidated financial statements is as follows:


Revised RevisedIncome tax on profit before tax at statutory rate $ (649) $ 1,109 $ 1,735Effect of permanent differences (5) (1,865) (2,851)Valuation allowance (2,558) - -Total tax expense reconciliation $ (3,212) $ (756) $ (1,116)

Deferred income taxes are the result of provisions of the tax laws that either require or permit certain items of income or expense to bereported for tax purposes in different periods than they are reported for financial reporting. ANWE has recorded a valuation allowance of$2,558, in relation to the probability of the recoverability of its deferred tax assets.The tax effects of temporary differences that give rise to the deferred tax asset and liability are as follows:


Deferred tax assets:Tax carry forward losses $ 2,292 $ 4,557 $ 2,570Total deferred tax assets 2,292 4,557 2,570

Deferred tax liabilities:Revaluation of Aegean NWE fixed assets 5,437 4,740 3,336Total deferred tax liabilities $ 5,437 $ 4,740 $ 3,336

In the accompanying balance sheets, the deferred income tax assets are included in current assets of $3,769 and $2,133 as the estimatedamounts to recover over the next 12 months. Deferred tax liabilities are presented in non-current liabilities of $6,626 and $2,563 as atDecember 31, 2016 and 2015, respectively. Income tax benefits as at December 31, 2016, of amount $2,292 that are carryforwards do notexpire. As of December 31, 2016 and 2015, the Company has recorded a valuation allowance of $2,558 and $0, respectively.

F-69






f) Canada

The Company is subject to Canadian income taxes through its Canadian subsidiaries

The components of the Canadian subsidiaries (expense)/benefit for income taxes are as follows:Year Ended December 31,

2016 2015 2014Current tax benefit / (expense) $ 40 $ (607) $ (334)Deferred tax expense - - -Income tax benefit / (expense) $ 40 $ (607) $ (334)


The reconciliation the statutory tax expense in Canada on income from continuing operations to the income tax expense recorded in theconsolidated financial statements is as follows:


Income tax on profit before tax at statutory rate $ (218) $ (184) $ (183)Effect of permanent differences 258 (423) (151)Total tax benefit / (expense) reconciliation $ 40 $ (607) $ (334)

g) Other

The Company is subject to other income taxes through other subsidiaries based in the U.S., Greece and Russia.

The components of these subsidiaries (expense)/benefit for income taxes are as follows:Year Ended December 31,

2016 2015 2014Current tax expense $ (93) $ (141) $ -Deferred tax benefit 171 - -Income tax benefit / (expense) $ 78 $ (141) $ -

Effective tax rate 44.83% 59.49% -%

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The reconciliation of the statutory tax expense on income from continuing operations to the income tax expense recorded in theconsolidated financial statements is as follows:


Income tax on profit before tax at statutory rate $ (52) $ (71) $ -Effect of permanent differences 130 (70) -Total tax benefit / (expense) reconciliation $ 78 $ (141) $ -


Deferred tax asset:Tax carry forward losses $ 171 $ - $ -Total deferred taxes $ 171 $ - $ -

The Company's income tax (expense) / benefit for the years presented and the respective effective tax rates for such years are as follows:


Current tax expense $ (2,921) $ (2,097) $ (2,053)Net deferred tax (expense) / benefit (1,437) (2,388) 89Income tax expense $ (4,358) $ (4,485) $ (1,964)

The reconciliation between the statutory tax expense on income from continuing operations to the income tax (expense)/ benefit recordedin the financial statements is as follows:


Income tax (expense) / benefit on profit before tax at statutory rates $ (20) $ (3,145) $ 1,017Valuation allowance (3,590) - -Effect of permanent differences (748) (1,340) (2,981)Total tax expense $ (4,358) $ (4,485) $ (1,964)

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Generally, under the laws of the countries of the vessel-owning companies' and the Manager's incorporation and/or vessels' registration,the vessel-owning companies and the Manager were not subject to tax on shipping income. However, the vessel-owning companiesare subject to registration and tonnage taxes, which have been included in other operating expenses in the accompanying consolidatedstatements of income.

The Company files income tax returns in the all federal jurisdiction and various provincial jurisdictions of its taxable subsidiaries. In thenormal course of business, the Company is subject to examination by taxing authorities. Open tax years in Canada range from 2013 to2016, in Belgium and in U.S.A. from 2014 to 2016. Upon examination in subsequent years, if net operating loss carry forwards and taxcredit carry forwards are utilized, the Canadian and Belgian jurisdictions can reduce net operating loss carry forwards and tax credit carryforwards utilized in the year being examined if they do not agree with the carry forward amount.

24. Business Segments and Geographical Information:

The Company is primarily a physical supplier in the downstream marine petroleum products industry. Marine petroleum products mainlyconsist of different classifications of marine fuel oil, marine gas oil and lubricants.

The Company cannot and does not identify expenses, profitability or other financial performance measures by type of marine petroleumproduct supplied, geographical area served, nature of services performed or on anything other than on a consolidated basis (although theCompany is able to segregate revenues on these various bases). As a result, management, including the chief operating decision maker,reviews operating results on a consolidated basis only. Therefore, the Company has determined that it has only one operating segment.

The Company is domiciled in the Marshall Islands but provides no services in that location. It is impracticable to disclose revenues fromexternal customers attributable to individual foreign countries because where the customer is invoiced is not necessarily the country ofdomicile. In addition, due to the nature of the shipping industry, where services are provided on a worldwide basis, the country of domicileof the customer does not provide useful information regarding the risk that this disclosure is intended to address.

The Company's long-lived assets mainly consist of bunkering tankers, which are positioned across the Company's existing territoriesand which management, including the chief operating decision maker, reviews on a periodic basis and reposition among the Company'sexisting or new territories to optimize the vessel per geographical territory ratio. The Company's vessels operate within or outside theterritorial waters of each geographical location and, under international law, shipping vessels usually fall under the jurisdiction of thecountry of the flag they sail. The Company's vessels are not permanently located within particular territorial waters and the Company isfree to mobilize all its vessels worldwide at its own discretion.

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25. Subsequent Events:

New market: In January 2017, we launched a new service center in Rostock, Germany that services German Baltic Sea ports andScandinavian ports through the acquisition of OBAST, a physical bunker supplier and cargo oil trader.

Convertible notes offering: In January 2017, the full overallotment option was exercised and an additional $22,500 of our 4.25%Convertible Unsecured Senior Notes due 2021 were purchased by the underwriters.

Loan agreement: On April 20, 2017, OBAST signed an agreement for a short term credit facility of up to $25,000 for the purposes offinancing its German commercial business.

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Exhibit 2.5

________________________

Aegean Marine Petroleum Network Inc.

(Company)

and

U.S. Bank National Association

(Trustee)

4.25% Convertible Senior Notes due 2021

INDENTURE

Dated as of December 19, 2016

________________________



TABLE OF CONTENTS

Article 1. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1

Section 1.01 Definitions and References 1Section 1.02 References to Interest 12Section 1.03 Acts of Holders 12

Article 2. THE NOTES 13

Section 2.01 Title and Terms; Payments 13Section 2.02 Ranking 14Section 2.03 Denominations 14Section 2.04 Execution, Authentication, Delivery and Dating 15Section 2.05 Temporary Notes 15Section 2.06 Registration; Registration of Transfer and Exchange 15Section 2.07 Transfer Restrictions 17Section 2.08 Expiration of Restrictions 18Section 2.09 Mutilated, Destroyed, Lost and Stolen Notes 19Section 2.10 Persons Deemed Owners 20Section 2.11 Transfer and Exchange 20Section 2.12 Purchase of Notes; Cancellation 23Section 2.13 CUSIP Numbers 23Section 2.14 Payment and Computation of Interest and Defaulted Amounts 23

Article 3. SATISFACTION AND DISCHARGE 25

Section 3.01 Discharge of Liability on Notes 25Section 3.02 Deposited Monies to Be Held in Trust by Trustee 25Section 3.03 Paying Agent to Repay Monies Held 25Section 3.04 Return of Unclaimed Monies 25Section 3.05 Reinstatement 26

Article 4. COVENANTS 26

Section 4.01 Payment of Principal and Interest and the Fundamental Change Repurchase Price 26Section 4.02 Maintenance of Office or Agency 26Section 4.03 Provisions as to Paying Agent 27Section 4.04 Reports 28Section 4.05 Statements as to Defaults 29Section 4.06 Additional Interest and Special Interest Notice 29Section 4.07 Compliance Certificate and Opinions of Counsel 29Section 4.08 Additional Interest 30Section 4.09 Corporate Existence 31

i



Section 4.10 Restriction on Resales 31Section 4.11 Further Instruments and Acts 31Section 4.12 Par Value Limitation 31Section 4.13 Company to Furnish Trustee Names and Addresses of Holders 31Section 4.14 Additional Amounts 31

Article 5. EVENTS OF DEFAULT AND REMEDIES 33

Section 5.01 Events of Default 33Section 5.02 Acceleration; Rescission and Annulment 34Section 5.03 Special Interest 35Section 5.04 Waiver of Past Defaults 36Section 5.05 Control by Majority 36Section 5.06 Limitation on Suits 36Section 5.07 Rights of Holders to Receive Payment and to Convert 36Section 5.08 Collection of Indebtedness; Suit for Enforcement by Trustee 37Section 5.09 Trustee May Enforce Claims Without Possession of Notes 37Section 5.10 Trustee May File Proofs of Claim 37Section 5.11 Restoration of Rights and Remedies 37Section 5.12 Rights and Remedies Cumulative 38Section 5.13 Delay or Omission Not a Waiver 38Section 5.14 Priorities 38Section 5.15 Undertaking for Costs 38Section 5.16 Waiver of Stay, Extension and Usury Laws 39Section 5.17 Notices from the Trustee 39

Article 6. SUPPLEMENTAL INDENTURES 39

Section 6.01 Supplemental Indentures Without Consent of Holders 39Section 6.02 Supplemental Indentures With Consent of Holders 40Section 6.03 Notice of Amendment or Supplement 41Section 6.04 Trustee to Sign Amendments, Etc. 41

Article 7. CONVERSION 41

Section 7.01 Conversion Privilege 41Section 7.02 Conversion Procedure; Settlement Upon Conversion 43Section 7.03 Increased Conversion Rate Applicable to Certain Notes Surrendered for Conversion in Connection with Make-

Whole Fundamental Changes47

Section 7.04 Adjustment of Conversion Rate 49Section 7.05 Adjustments of Prices 56Section 7.06 Shares To Be Fully Reserved 56Section 7.07 Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale 56Section 7.08 Certain Covenants 58Section 7.09 No Responsibility of Trustee or Conversion Agent 59Section 7.10 Notice to Holders Prior to Certain Actions 59Section 7.11 Stockholder Rights Plans 59

ii



Section 7.12 Restrictions On Adjustments. 60

Article 8. REPURCHASE AT THE OPTION OF THE HOLDERS 60

Section 8.01 Purchase at Option of Holders upon a Fundamental Change 60Section 8.02 Effect of Fundamental Change Repurchase Notice 64Section 8.03 Notes Repurchased in Whole or in Part 65Section 8.04 Covenant to Comply With Securities Laws Upon Repurchase of Notes 65Section 8.05 Deposit of Fundamental Change Repurchase Price 65

Article 9. REDEMPTION AT THE OPTION OF THE COMPANY 65

Section 9.01 No Sinking Fund 65Section 9.02 Right to Redeem the Notes 65Section 9.03 Redemption Notice 66Section 9.04 Effect of Redemption Notice 67Section 9.05 Deposit of Redemption Price 67Section 9.06 Effect of Deposit 67Section 9.07 Covenant Not to Redeem Notes Upon Certain Events of Default 67Section 9.08 Repayment to the Company 68

Article 10. SUCCESSOR PERSON 68

Section 10.01 When Company May Merge, Etc. 68Section 10.02 Successor Person Substituted 68Section 10.03 Officers' Certificate and Opinion of Counsel to Be Given to Trustee 68

Article 11. THE TRUSTEE 68

Section 11.01 Duties and Responsibilities of Trustee 69Section 11.02 Rights of the Trustee 70Section 11.03 Trustee's Disclaimer 71Section 11.04 Trustee or Agents May Own Notes 71Section 11.05 Monies to be Held in Trust 71Section 11.06 Compensation and Expenses of Trustee 72Section 11.07 Officers' Certificate as Evidence 72Section 11.08 Conflicting Interests of Trustee 72Section 11.09 Eligibility of Trustee 73Section 11.10 Resignation or Removal of Trustee 73Section 11.11 Acceptance by Successor Trustee 74Section 11.12 Succession by Merger, Etc. 74Section 11.13 Trustee's Application for Instructions from the Company 75

Article 12. MISCELLANEOUS 75

Section 12.01 Effect on Successors and Assigns 75Section 12.02 Governing Law 75Section 12.03 No Note Interest Created 75

iii



Section 12.04 Benefits of Indenture 75Section 12.05 Calculations 75Section 12.06 Execution in Counterparts 76Section 12.07 Notices 76Section 12.08 No Recourse Against Others 77Section 12.09 Tax Withholding 77Section 12.10 Waiver of Jury Trial 77Section 12.11 U.S.A. Patriot Act 77Section 12.12 Force Majeure 77Section 12.13 Submission to Jurisdiction 78Section 12.14 Legal Holiday 78

iv



INDENTURE, dated as of December 19, 2016, between Aegean Marine Petroleum Network Inc., a company organized underthe laws of the Republic of the Marshall Islands, as issuer (the "Company"), and U.S. Bank National Association, as trustee, conversionagent, registrar and paying agent (in such capacities, the "Trustee", "Conversion Agent", "Registrar" and "Paying Agent",respectively).

RECITALS OF THE COMPANY

WHEREAS, the Company has duly authorized the creation of an issue of the Company's 4.25% Convertible Senior Notes due2021 (the "Notes"), having the terms, tenor, amount and other provisions hereinafter set forth, and, to provide therefor, has dulyauthorized the execution and delivery of this Indenture; and

WHEREAS, all things necessary to make the Notes, when duly executed by the Company and authenticated and deliveredhereunder and duly issued by the Company, the legal, valid and binding obligations of the Company, in accordance with the terms of theNotes and this Indenture, have been done and performed, and the execution of this Indenture and the issue hereunder of the Notes havein all respects been duly authorized;

NOW, THEREFORE, THIS INDENTURE WITNESSETH, for and in consideration of the premises and the purchases of theNotes by the Holders thereof, it is mutually agreed, for the benefit of each other and the equal and proportionate benefit of all Holders(as hereinafter defined), as follows:

ARTICLE 1.DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01 Definitions and References. The terms defined in this Section 1.01 (except as herein otherwise expressly providedor unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have therespective meanings specified in this Section 1.01. The words "herein", "hereof", "hereunder" and words of similar import refer to thisIndenture as a whole and not to any particular Article, Section or other Subdivision. The word "or" is not exclusive and the word"including" means including without limitation. The terms defined in this Article include the plural as well as the singular. References toany Article, Section, Schedule or Exhibit are to this Indenture except as herein otherwise expressly provided.

"Act" has the meaning specified in Section 1.03.

"Additional Amounts" has the meaning specified in Section 4.14(a).

"Additional Interest" means all amounts, if any, payable by the Company pursuant to Section 4.08.

"Additional Notes" means any Notes (other than the Initial Notes) issued under this Indenture in accordance with Section 2.01,with the same terms as the Initial Notes except to the extent permitted otherwise under Section 2.01.

"Additional Shares" has the meaning specified in Section 7.03(a).

"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct orindirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to anyspecified Person means the power to direct the



management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract orotherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Agent" means any Paying Agent, Registrar, Conversion Agent or any other agent appointed pursuant to this Indenture.

"Agent Members" has the meaning specified in Section 2.06(b).

"Applicable Procedures" means, with respect to any matter at any time, the policies and procedures of a Depositary,if any, that are applicable to such matter at such time.

"Authenticating Agent" means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Notes.

"Averaging Period" has the meaning specified in Section 7.04(e).

"Bankruptcy Law" means Title 11, United States Code, or any similar U.S. federal, state or non-U.S. law for the relief ofdebtors.

"Bid Solicitation Agent" means the Person appointed by the Company to solicit bids for the Trading Price of the Notes inaccordance with Section 7.01(b)(ii). The Company shall initially act as the Bid Solicitation Agent.

"Board of Directors" means either the board of directors of the Company or any duly authorized committee of that board.

"Board Resolution" when used with reference to the Company means a copy of a resolution certified by the Secretary or anAssistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date ofsuch certification, and delivered to the Trustee.

"Business Day" means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies inthe State of New York, the Federal Reserve Bank of New York or the place of payment is authorized or required by law or executiveorder to close or be closed.

"Capital Stock" means, for any Person, any and all shares, interests, rights to purchase, warrants, options, participations orother equivalents of or interests in (however designated) the equity of such Person, but excluding any debt securities convertible intosuch equity.

"Cash Settlement" shall have the meaning specified in Section 7.02(h).

"Clause A Distribution" has the meaning specified in Section 7.04(c).

"Clause B Distribution" has the meaning specified in Section 7.04(c).

"Clause C Distribution" has the meaning specified in Section 7.04(c).

"close of business" means 5:00 p.m., New York City time.

"Combination Settlement" has the meaning specified in Section 7.02(g).

2



"Commission" means the U.S. Securities and Exchange Commission.

"Common Stock" means the common stock of the Company, par value $0.01 per share, or any other shares of Capital Stock ofthe Company into which such shares of common stock will be reclassified or changed.

"common stock" includes any stock of any class of Capital Stock which has no preference in respect of dividends or ofamounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the issuer thereof and which isnot subject to redemption by the issuer thereof.

"Company" has the meaning specified in the first paragraph of this Indenture until a Successor Person shall have become suchpursuant to the applicable provisions of this Indenture, and thereafter "Company" shall mean such Successor Person.

"Company Order" means a written request or order signed in the name of the Company by one of its Officers, and deliveredto the Trustee.

"Continuing Director" has the meaning specified in the definition of "Fundamental Change" under this Section 1.01.

"Conversion Agent" has the meaning specified in Section 4.02.

"Conversion Consideration" has the meaning specified in Section 7.02(h).

"Conversion Date" has the meaning specified in Section 7.02(a).

"Conversion Notice" has the meaning specified in Section 7.02(a).

"Conversion Obligation" shall have the meaning specified in Section 7.01(a).

"Conversion Price" means, in respect of each Note, as of any date, $1,000 divided by the Conversion Rate in effect on suchdate.

"Conversion Rate" means initially 66.9120 shares of Common Stock per $1,000 principal amount of Notes, subject toadjustment as set forth herein.

"Corporate Trust Office" means, with respect to the office of the Trustee, the designated corporate trust office of the Trustee,at which at any particular time its corporate trust business shall be administered for the purposes of this Indenture, which office at thedate hereof is located at U.S. Bank National Association, 100 Wall Street, Suite 1600, New York, New York 10005 or such otheraddress as the Trustee may designate from time to time by notice to the Holders and the Company, or the corporate trust office of anysuccessor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and theCompany).

"Custodian" means the Trustee, as custodian for the Depositary with respect to the Notes (so long as the Notes constituteGlobal Notes), or any successor entity.

"Daily Cash Amount" shall have the meaning specified in the definition of "Daily Settlement Amount."

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"Daily Conversion Value" means, for any Trading Day, (i) the product (x) the Conversion Rate on such Trading Day and (y)the Daily VWAP on such Trading Day, divided by (ii) 40.

"Daily Measurement Value" shall have the meaning specified in the definition of "Daily Settlement Amount."

"Daily Settlement Amount" means, with respect to each of the 40 consecutive Trading Days during an Observation Period, (i)cash equal to the lesser of (x) the Specified Dollar Amount applicable to such conversion, divided by 40 (such quotient, the "DailyMeasurement Value"); and (y) the Daily Conversion Value on such Trading Day (the lesser of such preceding clauses (x) and (y), the"Daily Cash Amount"); and (ii) if such Daily Conversion Value exceeds such Daily Measurement Value, a number of shares ofCommon Stock (such number, the "Daily Share Amount") equal to (x) the difference between such Daily Conversion Value and suchDaily Measurement Value, divided by (y) the Daily VWAP for such Trading Day.

"Daily Share Amount" shall have the meaning specified in the definition of "Daily Settlement Amount"

"Daily VWAP" means, for any Trading Day, the per share volume-weighted average price as displayed under the heading"Bloomberg VWAP" on Bloomberg page "ANW <EQUITY> AQR" (or its equivalent successor if such page is not available) in respectof the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day(or if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such Trading Daydetermined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for thispurpose by the Company). The "Daily VWAP" shall be determined without regard to after-hours trading or any other trading outside ofthe regular trading session trading hours.

"Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

"Defaulted Amounts" shall have the meaning specified in Section 2.14.

"Depositary" means, with respect to the Notes issuable or issued in the form of a Global Note, the Person designated asDepositary by the Company until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture,and thereafter "Depositary" shall mean or include each Person who is then a Depositary hereunder. The Company has appointed TheDepository Trust Company as the initial Depositary for the Notes.

"Dividend Threshold" shall have the meaning specified in Section 7.04(d).

"Dollar" or "$" means a dollar or other equivalent unit in such coin or currency of the U.S. that is legal tender for the paymentof public and private debts at the time of payment.

"Effective Date" means the first date on which shares of the Common Stock trade on the applicable exchange or in theapplicable market, regular way, reflecting the relevant share split or share combination, as applicable.

"Event of Default" has the meaning specified in Section 5.01.

"Ex-Dividend Date" has the meaning specified in Section 7.04(l).

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"Exchange" means the New York Stock Exchange (or its successor).

"Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of theCommission promulgated thereunder.

"Expiration Time" shall have the meaning specified in Section 7.04(e).

"Form of Assignment and Transfer" means the "Form of Assignment and Transfer" attached as Attachment 3 to the Form ofNote attached hereto as Exhibit A.

"Form of Fundamental Change Repurchase Notice" means the "Form of Fundamental Change Repurchase Notice" attachedas Attachment 2 to the Form of Note attached hereto as Exhibit A.

"Form of Notice of Conversion" means the "Form of Notice of Conversion" attached as Attachment 1 to the Form of Noteattached hereto as Exhibit A.

"Free Trade Date" means the date that is one year after the Last Original Issuance Date.

"Free Transferability Certificate" means a certificate substantially in the form attached hereto as Exhibit B.

"Freely Tradable" means, with respect to any Note, that such Note (i) would be eligible to be offered, sold or otherwisetransferred pursuant to Rule 144 under the Securities Act or otherwise if held by a Person that is not an Affiliate of the Company, andthat has not been an Affiliate of the Company during the immediately preceding three months, without any requirements as tovolume, manner of sale, availability of current public information or notice under the Securities Act; (ii) is not identified by a"restricted" CUSIP or ISIN number at any time after the Free Trade Date of such Note; and (iii) is not represented by any certificatethat bears a Restricted Notes Legend at any time after the Free Trade Date of such Note.

"Fundamental Change" means an event that will be deemed to occur if any of the following occurs:

(a) "person" or "group" within the meaning of Section 13(d) of the Exchange Act other than the Company, itsSubsidiaries, and the Company and its Subsidiaries' employee benefit plans, has become the direct or indirect "beneficialowner" (as defined below) of shares of the Company's common equity representing more than 50% of the voting power of theCompany's common equity;

(b) the consummation of (1) any sale, lease or other transfer in one transaction or a series of transactions of allor substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any person; or (2) anytransaction or series of related transactions in connection with which (whether by means of exchange, liquidation,consolidation, merger, combination, reclassification, recapitalization, acquisition or otherwise) all of the Common Stock isexchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities, other property, assets orcash, but excluding any merger, consolidation, share exchange or acquisition of the Company with or by another personpursuant to which the persons that "beneficially owned" (as defined below), directly or indirectly, the shares of the Company'sVoting Stock immediately prior to such transaction beneficially own, directly or indirectly, immediately after such transaction,shares of the surviving, continuing or acquiring corporation's Voting Stock representing more than 50% of the totaloutstanding voting power of

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all outstanding classes of Voting Stock of the surviving, continuing or acquiring corporation in substantially the sameproportions vis-à-vis each other as immediately prior to such transaction;

(c) Continuing Directors cease to constitute at least a majority of the Board of Directors;

(d) the Company's stockholders approve any plan or proposal for the liquidation or dissolution of the Company;or

(e) the Common Stock (or other common stock or depositary shares or receipts in respect thereof into which theNotes are then convertible, assuming Physical Settlement) ceases to be listed or quoted on any of the New York StockExchange, the Nasdaq Global Market or the Nasdaq Global Select Market (or any of their respective successors, a "PermittedExchange");

A transaction or event described in clause (b) above will not constitute a Fundamental Change, however, if 90% of the considerationreceived or to be received by the holders of the Common Stock, excluding cash payments for fractional shares or dissenters rights inconnection with the transaction or transactions, consists of shares of common stock traded on any of the New York Stock Exchange, theNasdaq Global Market or the Nasdaq Global Select Market (or any of their respective successors) or which will be so traded or quotedwhen issued or exchanged in connection with such transaction or event and as a result of such transaction or event, the Notes becomeconvertible or exchangeable (assuming Physical Settlement) solely into such consideration (excluding cash payable in lieu of anyfractional share) in accordance with Section 7.07 hereof. For the purposes of this definition of "Fundamental Change," any transactionor event that constitutes a Fundamental Change under both clause (a) and clause (b) above will be deemed to constitute a FundamentalChange solely under clause (b) of this definition of "Fundamental Change."

For the purposes of this definition of "Fundamental Change,"

(A) "Continuing Director" means a director who either was a member of the Board of Directors onDecember 13, 2016 or who becomes a member of the Board of Directors subsequent to that date and whose election,appointment or nomination for election by the holders of the Common Stock is duly approved by a majority of thecontinuing directors on the Board of Directors at the time of such approval, either by a specific vote or by approval ofthe proxy statement issued by the Company on behalf of the entire Board of Directors in which such individual isnamed as nominee for director; and

(B) whether a person is a "beneficial owner" or whether shares are "beneficially owned" will bedetermined in accordance with Rule 13d-3 under the Exchange Act.

"Fundamental Change Notice" shall have the meaning specified in Section 8.01(c).

"Fundamental Change Repurchase Date" has the meaning specified in Section 8.01(a).

"Fundamental Change Repurchase Notice" has the meaning specified in Section 8.01(b)(i).

"Fundamental Change Repurchase Price" has the meaning specified in Section 8.01(a).

"Global Note" means a Note evidencing all or part of a series of Notes, issued to the Depositary for such series or its nominee,and registered in the name of such Depositary or nominee.

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"Holder" means the Person in whose name a Note is registered in the Register.

"Indenture" means this Indenture, as amended or supplemented from time to time.

"Initial Notes" has the meaning specified in Section 2.01.

"Initial Purchasers" means the Persons listed in Schedule A to the Purchase Agreement.

"Interest Payment Date" means, with respect to the payment of interest on the Notes, each June 15 and December 15 of eachyear, beginning on, in the case of the Initial Notes, June 15, 2017 or, if any such day is not a Business Day, the immediately followingBusiness Day.

"Issue Date" means, with respect to any Notes, the date the Notes are originally issued as set forth on the face of theNotes under this Indenture.

"Last Original Issuance Date" means the last date of original issuance of the Initial Notes.

"Last Reported Sale Price" of the Common Stock for any Trading Day means the closing sale or trading price per share (or, ifno closing sale or trading price is reported, the average of the last bid and last ask prices or, if more than one in either case, the averageof the average last bid and the average last ask prices) on that Trading Day as reported in composite transactions for the principal U.S.national or regional securities exchange on which the Common Stock is traded. If the Common Stock is not listed for trading on a U.S.national or regional securities exchange on the relevant Trading Day, the "Last Reported Sale Price" will be the last quoted bid price forthe Common Stock in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similarorganization. If the Common Stock is not so quoted, the "Last Reported Sale Price" will be the average of the mid-point of the last bidand last ask prices for the Common Stock on the relevant trading day from each of at least three nationally recognized independentinvestment banking firms selected by the Company for this purpose.

"Make-Whole Fundamental Change" has the meaning specified in Section 7.03(a)

"Make-Whole Fundamental Change Effective Date" shall have the meaning specified in Section 7.03(c).

"Market Disruption Event" means, (i) for purposes of determining whether the Notes will be convertible pursuant to Section7.01(b), the occurrence or existence during the one-half hour period ending on the scheduled close of trading on the principal U.S.national or regional securities exchange on which the Common Stock is listed for trading of any material suspension or limitationimposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the CommonStock or in any options contracts or future contracts relating to the Common Stock; and (ii) for purposes of determining any ObservationPeriod, (A) a failure by the primary U.S. national or regional securities exchange or market on which the Common Stock is listed oradmitted for trading to open for trading during its regular trading session or (B) the occurrence or existence prior to 1:00 p.m., NewYork City time, on any Scheduled Trading Day for the Common Stock for more than one half-hour period in the aggregate duringregular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permittedby the relevant stock exchange or otherwise) in the Common Stock or in any options, contracts or future contracts relating to theCommon Stock.

"Maturity Date" means December 15, 2021.

"Measurement Period" shall have the meaning specified in Section 7.01(b)(ii)

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"Merger Event" shall have the meaning specified in Section 7.07(a).

"Multi-Clause Distribution" shall have the meaning specified in Section 7.04(c).

"Note" or "Notes" has the meaning specified in the first paragraph of the Recitals of this Indenture.

"Observation Period" with respect to any Note surrendered for conversion means:

(i) if the relevant Conversion Date occurs prior to June 15, 2021, the 40 consecutive Trading Day period beginning on,and including, the second Trading Day immediately succeeding such Conversion Date;

(ii) if the relevant Conversion Date occurs on or after the Redemption Notice Date and before the related RedemptionDate, the 40 consecutive trading day period beginning on, and including, the 42nd scheduled trading day immediately preceding suchRedemption Date; and

(iii) if the relevant Conversion Date occurs on or after June 15, 2021, the 40 consecutive Trading Day period beginningon, and including, the 42nd Scheduled Trading Day immediately preceding the Maturity Date.

"Officer" or "officer" shall mean, the Chairman of the Board of Directors, the Chief Executive Officer, the Chief FinancialOfficer, the President, a Vice President (whether or not designated by a number or word or words added before or after the title "VicePresident") or any Director of the Company.

"Officers' Certificate" means a certificate which shall comply with the applicable requirements of the Indenture, signed bytwo Officers of the Company and delivered to the Trustee.

"open of business" means 9:00 a.m., New York City time.

"Opinion of Counsel" means a written opinion which shall comply with the applicable requirements of the Indenture, signedby legal counsel, who may be an employee of, or counsel for, the Company or an Affiliate of the Company, in each case reasonablysatisfactory to the Trustee.

"Outstanding" means, with respect to the Notes, any Notes authenticated by the Trustee except (i) Notes cancelled by it, (ii)Notes delivered to it for cancellation and (iii)(A) Notes replaced pursuant to Section 2.09 hereof, on and after the time such Note isreplaced (unless the Trustee and the Company receive proof satisfactory to them that such Note is held by a protected purchaser), (B)Notes converted pursuant to Article 7 hereof, on and after their Conversion Date, (C) any and all Notes, the principal of which hasbecome due and payable as of the Maturity Date, on a Fundamental Change Repurchase Date or otherwise and in respect of which thePaying Agent is holding, in accordance with this Indenture, money sufficient to pay all of the Notes then payable, and (D) any and allNotes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor. Indetermining whether the Holders of the required principal amount of Notes have concurred in any request, demand, authorization,direction, notice, consent or waiver, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Companywill be considered as though not Outstanding, except that in determining whether the Trustee shall be protected in relying upon anyrequest, demand, authorization, direction, notice, consent or waiver, only such Notes which a Responsible Officer of the Trustee actuallyknows to be so owned shall be disregarded.

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"Paying Agent" means any Person authorized by the Company to pay the principal amount of, any premium on, interest on, orthe Fundamental Change Repurchase Price of, or Additional Amounts with respect to, any Notes on behalf of the Company.

"Permitted Exchange" has the meaning specified in the definition of "Fundamental Change" under this Section 1.01.

"Person" means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government orany agency or political subdivision thereof.

"Physical Notes" means permanent, non-global certificated Notes in definitive, fully registered form issued in denominationsof $1,000 principal amount and integral multiples of $1,000 in excess thereof.

"Physical Settlement" shall have the meaning specified in Section 7.02(h).

"Preliminary Offering Memorandum" means the Preliminary Offering Memorandum, dated December 13, 2016, related tothe offering of the Initial Notes.

"Pricing Term Sheet" means the Pricing Term Sheet attached to the Purchase Agreement as Schedule B thereto.

"Purchase Agreement" means that certain Purchase Agreement, dated December 14, 2016 among the Company and JefferiesLLC, as representative of the several Initial Purchasers.

"Redemption" shall have the meaning specified in Section 9.02(a).

"Redemption Date" shall have the meaning specified in Section 9.02(c).

"Redemption Notice" shall have the meaning specified in Section 9.03.

"Redemption Notice Date" shall have the meaning specified in Section 9.03.

"Redemption Price" shall have the meaning specified in Section 9.02(b).

"Reference Property" has the meaning specified in Section 7.07(a).

"Reference Property Unit" has the meaning specified in Section 7.07(a).

"Register" and "Registrar" have the respective meanings specified in Section 2.06.

"Regular Record Date" means, with respect to any Interest Payment Date, June 1 or December 1, (whether or not a BusinessDay) as the case may be, immediately preceding such Interest Payment Date.

"Relevant Stock Exchange" means The New York Stock Exchange or, if the Common Stock (or other security for which aLast Reported Sale Price must be determined) is not then listed on The New York Stock Exchange, the principal other U.S. national orregional securities exchange on which the Common Stock (or such other security) is then listed or, if the Common Stock (or such othersecurity) is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock(or such other security) is then listed or admitted for trading.

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"Relevant Taxing Jurisdiction" has the meaning specified in Section 4.14(a).

"Reporting Event of Default" has the meaning specified in Section 5.03(a).

"Resale Restriction Termination Date" has the meaning specified in Section 2.08(b)(ii).

"Responsible Officer," when used with respect to the Trustee, means any officer within the corporate trust department or anyother successor group of the Trustee, including any vice president, assistant vice president, assistant secretary or any other officer of theTrustee customarily performing functions similar to those performed by any of the above designated officers who at the time shall besuch officers who at the time shall have direct responsibility for the administration of this Indenture and also means, with respect to aparticular corporate trust matter, any other officer to whom such matter is referred because of such person's knowledge of andfamiliarity with the particular subject.

"Restricted Global Note" has the meaning specified in Section 2.08(b)(i).

"Restricted Note" has the meaning specified in Section 2.07(a)(i).

"Restricted Notes Legend" has the meaning specified in the Form of Note attached hereto as Exhibit A.

"Restricted Stock" has the meaning specified in Section 2.07(b)(i).

"Restricted Stock Legend" means a legend substantially in the form set forth in Exhibit C hereto.

"Rule 144" means Rule 144 under the Securities Act (including any successor rule thereto), as the same may be amended fromtime to time.

"Scheduled Trading Day" means a day that is scheduled to be a Trading Day on the principal U.S. national or regionalsecurities exchange or market on which the Common Stock is listed or admitted for trading. If the Common Stock is not listed oradmitted for trading, "Scheduled Trading Day" means a Business Day.

"Securities Act" means the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commissionpromulgated thereunder.

"Settlement Method" means Cash Settlement, Physical Settlement or Combination Settlement.

"Significant Subsidiary" means, with respect to any Person, a Subsidiary of such Person that would constitute a "significantsubsidiary" as such term is defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as in effect onthe Issue Date.

"Special Interest" has the meaning specified in Section 5.03(a).

"Specified Dollar Amount" means, with respect to the conversion of any Note with respect to which Combination Settlementapplies, the maximum cash amount per $1,000 principal amount of such Note being converted to be received upon such conversion(excluding cash in lieu of any fractional share of Common Stock), as specified in the notice specifying the Company's electedSettlement Method for such conversion or as deemed to be so specified pursuant to Section 7.02(h).

"Spin-Off" has the meaning specified in Section 7.04(c).

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"Stock Price" has the meaning specified in Section 7.03(c).

"Subsidiary" of any Person means (a) any corporation, association or other business entity of which more than 50% of theoutstanding total voting power ordinarily entitled (without regard to the occurrence of any contingency) to vote in the election ofdirectors, managers, trustees or other voting members of the governing body thereof is at the time owned or controlled, directly orindirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries or (b) anypartnership the sole general partner or the managing general partner of which is the Company or a Subsidiary of the Company or theonly general partners of which are the Company or of one or more Subsidiaries of the Company (or any combination thereof).

"Successor Person" has the meaning specified in Section 10.01.

"Trading Day" means a day on which (i) there is no Market Disruption Event; (ii) trading in the Common Stock (or othersecurity for which a closing sale price must be determined) generally occurs on the Relevant Stock Exchange; and (iii) a closing pricefor the Common Stock (or such other security) is available on such securities exchange; provided, however, that if the Common Stock(or such other security) is not so listed or admitted for trading, then "Trading Day" means a Business Day; provided, further, that,notwithstanding the foregoing, solely for purposes of determining the Conversion Consideration due upon any conversion of a Note, (x)"Trading Day" means a day on which (A) there is no Market Disruption Event and (B) trading in the Common Stock (or other securityfor which a price must be determined) generally occurs on the Relevant Stock Exchange; and (y) if the Common Stock (or such othersecurity) is not so listed or admitted for trading, "Trading Day" means a Business Day.

"Trading Price" means, with respect to the Notes on any date of determination, the average of the secondary market bidquotations obtained by the Bid Solicitation Agent for $2.0 million principal amount of Notes at approximately 3:30 p.m., New YorkCity time, on such determination date from three independent nationally recognized securities dealers selected by the Company;provided, however, that if three such bids cannot reasonably be obtained by the Bid Solicitation Agent but two such bids are obtained,then the average of the two (2) bids shall be used, and if only one such bid can reasonably be obtained by the Bid Solicitation Agent,that one bid shall be used. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $2.0 million principal amount ofthe Notes from a nationally recognized securities dealer on any Trading Day, then the Trading Price per $1,000 principal amount of theNotes on such Trading Day will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock andthe Conversion Rate on such Trading Day. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, whenthe Company is required to, instruct the Bid Solicitation Agent in writing to obtain bids, or if the Company gives such writteninstruction to the Bid Solicitation Agent, and the Bid Solicitation Agent fails to make such determination or (y) the Company is actingas Bid Solicitation Agent, and the Company fails to make such determination, then, in either case, the Trading Price per $1,000 principalamount of Notes will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and theConversion Rate on each Trading Day of such failure.

"Trading Price Condition" shall have the meaning specified in Section 7.01(b)(ii).

"Transfer Agent" means, initially, the Trustee, in its capacity as the transfer agent for the Common Stock, and any successorentity acting in such capacity.

"Trustee" means the Person named as the "Trustee" in the first paragraph of this Indenture until a successor trustee shall havebecome such pursuant to Section 11.10(b), and thereafter "Trustee" shall mean or include each Person who is then a Trustee hereunder.

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"Trust Indenture Act" means the Trust Indenture Act of 1939, as amended, as in force at the date as of which this instrumentwas executed.

"U.S." means the United States of America.

"Valuation Period" has the meaning specified in Section 7.04(c).

"Vice President," when used with respect to the Company or the Trustee, as applicable, means any vice president, whether ornot designated by a number or a word or words added before or after the title "vice president".

"Voting Stock" of a Person means Capital Stock of such Person of the class or classes pursuant to which the holders thereofhave the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees ofsuch Person (irrespective of whether or not at the time Capital Stock of any other class or classes will have or might have voting powerby reason of the happening of any contingency).

Section 1.02 References to Interest. Any reference to interest on, or in respect of, any Note in this Indenture shall be deemedto include Additional Interest, if, in such context, Additional Interest, is, was or would be payable pursuant hereto and Special Interest,if, in such context, Special Interest, is, was or would be payable pursuant hereto. Any express mention of the payment of AdditionalInterest or Special Interest in any provision hereof shall not be construed as excluding Additional Interest or Special Interest in thoseprovisions hereof where such express mention is not made.

Section 1.03 Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permittedby this Indenture to be made, given or taken by Holders may be embodied in and evidenced by one or more instruments ofsubstantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as hereinotherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to theTrustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodiedtherein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument orinstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by anyPerson of Notes, shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, ifmade in the manner provided in this Section 1.03.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by theaffidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to takeacknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him theexecution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate oraffidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument orwriting, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deemssufficient.

(c) The amount of Notes held by any Person executing any such instrument or writings as the Holder thereof, thenumbers of such Notes and the date of his holding the same may be proved by the production of such Notes or by a certificateexecuted, as depositary, by any trust company, bank, banker or member of a national securities exchange (wherever situated)

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showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the Notes thereindescribed; or such facts may be proved by the certificate or affidavit of the Person executing such instrument or writing as theHolder thereof, if such certificate or affidavit is in form satisfactory to the Trustee. The Trustee and the Company may assumethat such ownership of any Notes continues until (1) another certificate bearing a later date issued in respect of the same Notesis produced, (2) such Notes are produced by some other Person or (3) such Notes are no longer Outstanding.

(d) The fact and date of execution of any such instrument or writing and the amount and number of Notes heldby the Person so executing such instrument or writing may also be proved in any other manner that the Trustee deemssufficient. The Trustee may in any instance require further proof with respect to any of the matters referred to in this Section1.03.

(e) The principal amount (except as otherwise contemplated in clause (ii) of the definition of "Outstanding"),CUSIP numbers of Notes held by any Person and the date of holding the same shall be proved by the Register.

(f) Any request, demand, authorization, direction, notice, consent, election, waiver or other Act of the Holder ofany Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transferthereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee orthe Company in reliance thereon, whether or not notation of such action is made upon such Note.

(g) The Company may but shall not be obligated to set a record date for purposes of determining the identity ofHolders of any Outstanding Notes entitled to vote or consent to any action by vote or consent authorized or permitted bySections 2.11, 5.02, 5.04, 5.05, 5.06, 6.02 or 11.09. Such record date shall be not less than 10 nor more than 60 days prior to thefirst solicitation of such consent or the date of the most recent list of Holders of such Notes furnished to the Trustee pursuant toSection 4.13 prior to such solicitation.

(h) If the Company solicits from Holders any request, demand, authorization, direction, notice, consent, election,waiver or other Act, the Company may, at its option, fix in advance a record date for the determination of Holders entitled togive such request, demand, authorization, direction, notice, consent, election, waiver or other Act, but the Company shall haveno obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, election,waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on therecord date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of theOutstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent,election, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of the record date; provided thatno such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shallbecome effective pursuant to the provisions of this Indenture not later than six months after the record date.

ARTICLE 2.THE NOTES

Section 2.01 Title and Terms; Payments. The aggregate principal amount of Notes that may be authenticated and deliveredunder this Indenture is initially limited to $150,000,000 (as may be increased by up to $22,500,000 pursuant to the exercise by the InitialPurchasers of their option to purchase

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additional Notes pursuant to Section 2 of the Purchase Agreement) (the "Initial Notes"), except for Notes authenticated and deliveredupon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, 2.12or Section 8.03. The Company may, from time to time after the execution of this Indenture, execute and deliver to the Trustee forauthentication Additional Notes of an unlimited aggregate principal amount, and the Trustee shall thereupon authenticate and deliversaid Additional Notes to or upon receipt of a Company Order, without any further action by the Company hereunder; provided,however, that (1) if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, any suchAdditional Notes shall be issued under a separate CUSIP number for so long as they remain not fungible; (2) such Additional Notesmust be issued pursuant to the same terms (other than the date of issuance for such Notes and, if applicable in accordance with Section2.14, the date from which interest will initially accrue) as the Initial Notes; (3) the Company must deliver to the Trustee an Officers'Certificate stating that such issuance of Additional Notes complies with the provisions of this Indenture, including each provision of thisparagraph and all conditions precedent to the issuance and authentication of such Additional Notes have been satisfied; and (4) theCompany must deliver to the Trustee an Opinion of Counsel which shall state (a) that the form of such Additional Notes has beenestablished by a supplemental indenture or pursuant to the Board Resolutions in accordance with this Section 2.01 and Section 2.04 andin conformity with the provisions of this Indenture; (b) that the terms of such Additional Notes have been established in accordance withthis Section 2.01 and in conformity with the other provisions of this Indenture and all conditions precedent to the issuance andauthentication of such Additional Notes have been satisfied; and (c) that such Additional Notes have been duly authorized, executed anddelivered by the Company and, when authenticated and delivered by the Trustee and issued by the Company in the manner and subjectto any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company,enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicabilityrelating to or affecting the enforcement of creditors' rights and to general equity principles.

The Notes shall be known and designated as the "4.25% Convertible Senior Notes due 2021" of the Company. The principalamount shall be payable on the Maturity Date unless no longer Outstanding because earlier repurchased or converted in accordance withthis Indenture.

The principal amount of Physical Notes shall be payable in U.S. dollars at the Corporate Trust Office and at any other office oragency maintained by the Company for such purpose. Interest on Physical Notes will be payable (i) to Holders holding Physical Noteshaving an aggregate principal amount of $5,000,000 or less of Notes, by check mailed to such Holders at the address set forth in theRegister and (ii) to Holders holding Physical Notes having an aggregate principal amount of more than $5,000,000 of Notes, either bycheck mailed to such Holders or, upon written application by a Holder to the Company and Registrar dated not later than 10 calendardays prior to the relevant payment date, by wire transfer in immediately available funds to such Holder's account within the U.S., whichapplication shall remain in effect until the Holder notifies the Registrar to the contrary in writing. The Company will pay or cause theTrustee or Paying Agent to pay principal of, and interest on, Global Notes in U.S. dollars and in immediately available funds to theDepositary or its nominee, as the case may be, as the registered Holder of such Global Note, on each Interest Payment Date,Fundamental Change Repurchase Date, the Maturity Date or other payment date, as the case may be.

Section 2.02 Ranking. The Notes constitute direct unsecured, senior obligations of the Company.

Section 2.03 Denominations. The Notes shall be issuable only in registered form without coupons and indenominations of $1,000 and any integral multiple of $1,000 in excess thereof.

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Section 2.04 Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by oneof its Officers.

Notes bearing the manual or facsimile signatures of individuals who were at any time Officers of the Company shall bind theCompany, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes ordid not hold such office at the date of such Notes.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executedby the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes. TheCompany Order shall specify the amount of Notes to be authenticated, and shall further specify the amount of such Notes to be issued asone or more Global Notes or as one or more Physical Notes. The Trustee in accordance with such Company Order shall authenticate anddeliver such Notes as provided in this Indenture and not otherwise.

Each Note shall be dated the date of its authentication.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears onsuch Note a certificate of authentication substantially in the form provided for herein executed by an authorized signatory of the Trusteeby manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has beenduly authenticated and delivered hereunder.

Section 2.05 Temporary Notes. Pending the preparation of Physical Notes, the Company may execute, and upon CompanyOrder the Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed orotherwise produced, in any authorized denomination, substantially of the tenor of the Physical Notes in lieu of which they are issued andwith such appropriate insertions, omissions, substitutions and other variations as the Officer executing such Notes may determine, asevidenced by such Officer's execution of such Notes; provided that any such temporary Notes shall bear legends on the face of suchNotes as set forth in the Form of Note attached hereto as Exhibit A and/or Sections 2.07 and 2.11.

After the preparation of Physical Notes, the temporary Notes shall be exchangeable for Physical Notes upon surrender of thetemporary Notes at any office or agency of the Company designated pursuant to Section 4.02, without charge to the Holder. Uponsurrender for cancellation of any one or more temporary Notes, the Company shall execute, and the Trustee shall, upon Company Order,authenticate and deliver, in exchange therefor a like principal amount of Physical Notes of authorized denominations. Until soexchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Physical Notes.

Section 2.06 Registration; Registration of Transfer and Exchange.

(a) The Company shall cause to be kept at the applicable Corporate Trust Office of the Trustee in the continentalUnited States a register (the register maintained in such office and in any other office or agency designated pursuant to Section4.02 being herein sometimes collectively referred to as the "Register") in which, subject to such reasonable regulations as itmay prescribe, the Company shall provide for the registration and transfer of Notes. The Trustee is hereby appointed registrar(the "Registrar") for the purpose of registering the transfer and exchange of the Notes as herein provided.

Upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section4.02 for such purpose, the Company shall execute, and upon receipt of a

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Company Order the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more newNotes of any authorized denomination and of a like aggregate principal amount and tenor, each such Note bearing such restrictivelegends as may be required by this Indenture (including the Form of Note attached hereto as Exhibit A and Sections 2.07 and 2.11).

At the option of the Holder and subject to the other provisions of Sections 2.07 and 2.11, Notes may be exchanged for otherNotes of any authorized denomination and of a like aggregate principal amount and tenor, upon surrender of the Notes to be exchangedat such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall, uponreceipt of a Company Order, authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Companyevidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration oftransfer or exchange.

Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or theTrustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrarduly executed, by the Holder thereof or his attorney duly authorized in writing. As a condition to the registration of transfer of anyRestricted Notes, the Company or the Trustee may require evidence satisfactory to them as to the compliance with the restrictions setforth in the legend on such Notes.

No service charge shall be made for any registration of transfer or exchange of Notes, but the Company and the Registrar mayrequire payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with anyregistration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.11 not involving any transfer.

Neither the Company nor the Registrar shall be required to exchange or register a transfer of any Note in the circumstances setforth in Section 2.11(a)(iv).

(b) Neither any members of, or participants in, the Depositary (collectively, the "Agent Members") nor anyother Persons on whose behalf any Agent Member may act shall have any rights under this Indenture with respect to anyGlobal Note registered in the name of the Depositary or any nominee thereof, or under any such Global Note, and theDepositary or such nominee, as the case may be, may be treated by the Company, the Trustee, the Agents and any of theirrespective agents as the absolute owner and Holder of such Global Note for all purposes whatsoever. Neither the Trustee norany Agent shall have any liability, responsibility or obligation to any Agent Members or any other Person on whose behalfAgent Members may act with respect to (i) any ownership interests in the Global Note, (ii) the accuracy of the records of theDepositary or its nominee, (iii) any notice required hereunder, (iv) any payments under or with respect to the Global Note or(v) actions taken or not taken by any Agent Members.

(c) Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, any Agent or any oftheir respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depositaryor such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whosebehalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights ofa Holder of any Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, includingAgent Members and

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persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indentureor the Notes.

(d) The Company has entered into a letter of representations with the Depositary in the form provided by theDepositary and the Trustee and each Agent are hereby authorized to act in accordance with such letter and ApplicableProcedures.

Section 2.07 Transfer Restrictions.

(a) Restricted Notes.

(i) Every Note (and any security issued in exchange therefor or substitution thereof) that bears, or thatis required under this Section 2.07 to bear, the Restricted Notes Legend will be deemed to be a "Restricted Note."Each Restricted Note will be subject to the restrictions on transfer set forth in this Indenture (including in theRestricted Notes Legend) and will bear the restricted CUSIP number for the Notes unless the Company notifies theTrustee in writing that such restrictions on transfer are eliminated or otherwise waived by written consent of theCompany (including, without limitation, by the Company's delivery of the Free Transferability Certificate as providedherein), and each Holder of a Restricted Note, by such Holder's acceptance of such Restricted Note, will be deemed tobe bound by the restrictions on transfer applicable to such Restricted Note.

(ii) Until the Resale Restriction Termination Date, all Notes will bear the Restricted Notes Legendunless:

(A) (1) such Note, since last held by the Company or an affiliate of the Company (within themeaning of Rule 144), if ever, was transferred (I) to a Person other than (x) the Company, (y) an affiliate of theCompany (within the meaning of Rule 144) or (z) a Person that was an affiliate of the Company (within the meaningof Rule 144) within the three months immediately preceding such transfer and (II) pursuant to a registration statementthat was effective under the Securities Act at the time of such transfer; or

(2) such Note, since last held by the Company or an affiliate of the Company (within themeaning of Rule 144), if ever, was transferred (I) to a Person other than (x) the Company, (y) an affiliate ofthe Company (within the meaning of Rule 144) or (z) a Person that was an affiliate of the Company (withinthe meaning of Rule 144) within the 90 days immediately preceding such transfer and (II) pursuant to theexemption from registration provided by Rule 144 or any similar provision then in force under the SecuritiesAct; and

(B) the Company delivers written notice to the Trustee and the Registrar (including, without limitation,by the Company's delivery of the Free Transferability Certificate as provided herein) stating that the Restricted NotesLegend may be removed from such Note and all Applicable Procedures have been complied with.

(iii) In addition, until the Resale Restriction Termination Date, no transfer of any Restricted Note willbe registered by the Registrar unless the transferring Holder delivers to the Trustee a completed notice substantially inthe form of the Form of Assignment and Transfer, which contains a certification that the transferee is Aegean

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Marine Petroleum Network Inc. or a subsidiary thereof or that the transferee is not an affiliate of the Company (withinthe meaning of Rule 144) and has not been an affiliate of the Company (within the meaning of Rule 144) within thethree months immediately preceding the date of such proposed transfer.

(iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted NotesLegend if at any time the Company determines that, to comply with applicable law, such Note must bear theRestricted Notes Legend and the Company notifies the Trustee in writing.

(b) Restricted Stock.

(i) Every share of Common Stock that bears, or that is required under this Section 2.07 to bear, theRestricted Stock Legend will be deemed to be "Restricted Stock". Each share of Restricted Stock will be subject tothe restrictions on transfer set forth in this Indenture (including in the Restricted Stock Legend) and will bear arestricted CUSIP number unless such restrictions on transfer are eliminated or otherwise waived by written consent(including, without limitation, by the Company's delivery of the Free Transferability Certificate in connection with theNotes as provided herein) of the Company, and each Holder of Restricted Stock, by such Holder's acceptance ofRestricted Stock, will be deemed to be bound by the restrictions on transfer applicable to such Restricted Stock.

(ii) Until the Resale Restriction Termination Date, any shares of Common Stock issued upon theconversion of a Note (or a Restricted Note) will be issued in book-entry form by or on behalf of the Company and willbear the Restricted Stock Legend unless the Company delivers written notice to the transfer agent for the CommonStock stating that such shares of Common Stock need not bear the Restricted Stock Legend.

(iii) On and after the Resale Restriction Termination Date, shares of Common Stock will be issued inbook-entry form and will bear the Restricted Stock Legend at any time the Company reasonably determines that, tocomply with applicable law, such shares of Common Stock must bear the Restricted Stock Legend.

(c) As used in this Section 2.07, the term "transfer" means any sale, pledge, transfer, loan, hypothecation orother disposition whatsoever of any Restricted Note, any interest therein or any Restricted Stock.

Section 2.08 Expiration of Restrictions.

(a) Physical Notes. Any Physical Note (or any security issued in exchange or substitution therefor) that does notconstitute a Restricted Note may be exchanged for a new Note or Notes of like tenor and aggregate principal amount that donot bear the Restricted Notes Legend required by Section 2.07. To exercise such right of exchange, the Holder of such Notemust surrender such Note in accordance with the provisions of Section 2.11 and deliver any additional documentation requiredby this Indenture in connection with such exchange.

(b) Global Notes; Resale Restriction Termination Date.

(i) If, on the Free Trade Date, or the next succeeding Business Day if the Free Trade Date is not aBusiness Day, any Notes are represented by a Global Note that is

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a Restricted Note (any such Global Note, a "Restricted Global Note"), as promptly as practicable, the Company willcause the mandatory exchange of every beneficial interest in each Restricted Global Note for beneficial interests inGlobal Notes that do not bear the Restricted Notes Legend and are not subject to the restrictions set forth in theRestricted Notes Legend and in Section 2.07.

(ii) To effect such mandatory exchange, the Company will (A) deliver to the Depositary an instructionletter for the Depositary's mandatory exchange process (with a copy to the Trustee) and (B) deliver to each of theTrustee and the Registrar a duly completed Free Transferability Certificate promptly after the Free Trade Date. Thedate of the Free Transferability Certificate will be known as the "Resale Restriction Termination Date". The Trusteeshall assume that the Free Trade Date has not occurred unless and until it receives a Free Transferability Certificate.

(iii) Immediately upon receipt of the Free Transferability Certificate by each of the Trustee and theRegistrar:

(A) the Restricted Notes Legend will be caused to be removed from each of the Global Notes specifiedin such Free Transferability Certificate and the restricted CUSIP number will be mandatorily exchanged from each ofsuch Global Notes and caused to be replaced with the unrestricted CUSIP number;

(B) the Restricted Stock Legend will be deemed removed from any shares of Common Stockpreviously issued upon conversion of the Notes; and

(C) thereafter, shares of Common Stock issued upon conversion of the Notes will be assigned anunrestricted CUSIP number and will not bear the Restricted Stock Legend (except as provided in Section 2.07(b)(iii))or any similar legend.

(iv) The Company and the Trustee shall at all times comply with the Applicable Procedures, and theCompany shall otherwise use reasonable efforts to cause each Global Note that is not required to bear the RestrictedNotes Legend to be identified by an unrestricted CUSIP number in the facilities of the Depositary by the date the FreeTransferability Certificate is delivered to the Trustee and the Registrar or as promptly as possible thereafter.

(v) Notwithstanding anything to the contrary in Sections 2.08(b)(i), (ii) or (iii), the Company will not berequired to deliver the Free Transferability Certificate if it reasonably believes that removal of the Restricted NotesLegend or the changes to the CUSIP numbers for the Notes could result in or facilitate transfers of the Notes inviolation of applicable law.

Section 2.09 Mutilated, Destroyed, Lost and Stolen Notes. If any mutilated Note is surrendered to the Trustee, the Companyshall execute, and the Trustee shall, upon Company Order, authenticate and deliver, in exchange therefor a new Note of like tenor andprincipal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee(i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such security or indemnity as may be required bythem to save each of them and any agent of either of them harmless, then, in the absence of written notice to the Company or the Trusteethat such Note has been acquired by a protected purchaser, the Company shall execute, and the Trustee shall authenticate and deliver, inlieu of any such destroyed,

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lost or stolen Note, a new Note of like tenor and principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Note has become due and payable, the Company in its discretion may,instead of issuing a new Note, pay such Note.

Upon the issuance of any new Note under this Section 2.09, the Company may require payment by the Holder of a sumsufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including thefees and expenses of the Trustee) connected therewith.

Every new Note issued pursuant to this Section 2.09 in lieu of any destroyed, lost or stolen Note shall constitute an originaladditional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable byanyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issuedhereunder.

The provisions of this Section 2.09 are exclusive and shall preclude (to the extent lawful) all other rights and remedies withrespect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.10 Persons Deemed Owners. Subject to the rights of Holders as of the Regular Record Date to receive payments ofinterest on the related Interest Payment Date, prior to due presentment of a Note for registration of transfer, the Company, the Trustee,each Agent, and any of their respective agents may treat the Person in whose name such Note is registered in the Register as the ownerof such Note for the purpose of receiving payment of the principal of such Note and for all other purposes whatsoever, whether or notsuch Note be overdue, and neither the Company, the Trustee, the Agents nor any of their respective agents shall be affected by notice tothe contrary.

Section 2.11 Transfer and Exchange.

(a) Provisions Applicable to All Transfers and Exchanges.

(i) Subject to the restrictions set forth in this Section 2.11, Physical Notes and beneficial interests inGlobal Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange willbe noted by the Registrar in the Register.

(ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenturewill be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under thisIndenture as the Notes surrendered upon such registration of transfer or exchange.

(iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficialinterest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or theRegistrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax,assessment or other governmental charge imposed in connection with such registration of transfer or exchange.

(iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or anyco-Registrar will be required to exchange or register a

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transfer of any Note (i) that has been surrendered for conversion, or (ii) as to which a Fundamental ChangeRepurchase Notice has been delivered and not withdrawn, except to the extent any portion of such Note is not subjectto the foregoing.

(v) Neither the Trustee nor any Agent will have any obligation or duty to monitor, determine or inquireas to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect toany transfer of any interest in any Note (including any transfers between or among Depositary participants orbeneficial owners of interests in any Global Note) other than to require delivery of such certificates and otherdocumentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of,this Indenture, and to examine the same to determine substantial compliance as to form with the express requirementshereof.

(b) In General; Transfer and Exchange of Beneficial Interests in Global Notes. So long as the Notes are eligiblefor book-entry settlement with the Depositary, unless otherwise required by law or by Section 2.11(c):

(i) all Notes will be represented by one or more Global Notes;

(ii) every transfer and exchange of a beneficial interest in a Global Note will be effected through theDepositary in accordance with the Applicable Procedures and the provisions of this Indenture (including therestrictions on transfer set forth in Section 2.07); and (iii) each Global Note may be transferred only as a wholeand only (A) by the Depositary to a nominee of the Depositary, (B) by a nominee of the Depositary to the Depositaryor to another nominee of the Depositary or (C) by the Depositary or any such nominee to a successor Depositary or anominee of such successor Depositary.

(c) Transfer and Exchange of Global Notes for Physical Notes.

(i) Notwithstanding any other provision of this Indenture, each Global Note will be exchanged forPhysical Notes if the Depositary delivers notice to the Company that:

(A) the Depositary is unwilling or unable to continue to act as Depositary; or

(B) the Depositary is no longer registered as a clearing agency under the Exchange Act or is otherwiseno longer permitted under applicable law to continue as Depositary for such Global Note;

and, in each case, the Company promptly delivers a copy of such notice to the Trustee and the Company fails to appoint a successorDepositary within 90 days after receiving notice from the Depositary.

In each such case, the Company will, in accordance with Section 2.04, promptly execute, and, upon receipt of a CompanyOrder, the Trustee will, in accordance with Section 2.04, promptly authenticate and deliver, for each beneficial interest in each GlobalNote so exchanged, an aggregate principal amount of Physical Notes equal to the aggregate principal amount of such beneficial interest,registered in such names and in such authorized denominations as the Depositary specifies, and bearing any legends that such PhysicalNotes are required to bear under Section 2.07.

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(ii) In addition, if an Event of Default has occurred with regard to the Notes represented by the relevantGlobal Note and such Event of Default has not been cured or waived, any owner of a beneficial interest in a GlobalNote may deliver a written request through the Depositary to exchange such beneficial interest for Physical Notes.

In such case, (A) the Registrar will deliver notice of such request to the Company and the Trustee, which notice will identifythe aggregate principal amount of such beneficial interest and the CUSIP of the relevant Global Note; (B) the Company will, inaccordance with Section 2.04, promptly execute, and, upon receipt of a Company Order, the Trustee, in accordance with Section 2.04,will promptly authenticate and deliver, to such owner, for the beneficial interest so exchanged by such owner, Physical Notes registeredin such owner's name having an aggregate principal amount equal to the aggregate principal amount of such beneficial interest as theDepositary specifies, and bearing any legends that such Physical Notes are required to bear under Section 2.07; and (C) the Trustee, inaccordance with the Applicable Procedures, will cause the principal amount of such Global Note to be decreased by the aggregateprincipal amount of the beneficial interest so exchanged. If all of the beneficial interests in a Global Note are so exchanged, such GlobalNote will be deemed surrendered to the Trustee for cancellation, and the Trustee will cause such Global Note to be cancelled inaccordance with the Applicable Procedures.

(d) Transfer and Exchange of Physical Notes.

(i) If Physical Notes are issued, a Holder may transfer a Physical Note by: (A) surrendering suchPhysical Note for registration of transfer to the Registrar, together with any endorsements or instruments of transferrequired by any of the Company, the Trustee or the Registrar; (B) if such Physical Note is a Restricted Note,delivering any documentation required by Section 2.07; and (C) satisfying all other requirements for such transfer setforth in this Section 2.11 and Section 2.07. Upon the satisfaction of conditions (A), (B) and (C) of the immediatelypreceding sentence, the Company, in accordance with Section 2.04, will promptly execute and deliver to the Trustee,and the Trustee, upon receipt of a Company Order, will, in accordance with Section 2.04, promptly authenticate anddeliver, in the name of the designated transferee or transferees, one or more new Physical Notes, of any authorizeddenomination, having like aggregate principal amount and bearing any restrictive legends that such Physical Notes arerequired to bear under Section 2.07.

(ii) If Physical Notes are issued, a Holder may exchange a Physical Note for other Physical Notes ofany authorized denominations and aggregate principal amount equal to the aggregate principal amount of the Notes tobe exchanged by surrendering such Notes, together with any endorsements or instruments of transfer required by anyof the Company, the Trustee or the Registrar, at any office or agency maintained by the Company for such purposespursuant to Section 4.02. Whenever a Holder surrenders Notes for exchange, the Company, in accordance withSection 2.04, will promptly execute and deliver to the Trustee, and the Trustee, upon receipt of a Company Order andin accordance with Section 2.04, will promptly authenticate and deliver the Notes that such Holder is entitled toreceive, bearing registration numbers not contemporaneously outstanding and any legends that such Physical Notesare required to bear under Section 2.07.

(iii) If Physical Notes are issued, a Holder may transfer or exchange a Physical Note for a beneficialinterest in a Global Note by (A) surrendering such Physical Note for registration of transfer or exchange, together withany endorsements or

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instruments of transfer required by any of the Company, the Trustee or the Registrar, at any office or agencymaintained by the Company for such purposes pursuant to Section 4.02; (B) if such Physical Note is a RestrictedNote, delivering any documentation required by Section 2.07; (C) satisfying all other requirements for such transferset forth in this Section 2.11 and Section 2.07; and (D) providing written instructions to the Trustee to make, or todirect the Registrar to make, an adjustment in its books and records with respect to the applicable Global Note toreflect an increase in the aggregate principal amount of the Notes represented by such Global Note, which instructionswill contain information regarding the Depositary account to be credited with such increase. Upon the satisfaction ofconditions (A), (B), (C) and (D), the Trustee will cancel such Physical Note and cause, in accordance with theApplicable Procedures, the aggregate principal amount of Notes represented by such Global Note to be increased bythe aggregate principal amount of such Physical Note, and will credit or cause to be credited the account of the Personspecified in the instructions provided by the exchanging Holder in an amount equal to the aggregate principal amountof such Physical Note. If no Global Notes are then Outstanding, the Company, in accordance with Section 2.04, willpromptly execute and deliver to the Trustee, and the Trustee, upon receipt of a Company Order and in accordance withSection 2.04, will authenticate, a new Global Note in the appropriate aggregate principal amount.

Section 2.12 Purchase of Notes; Cancellation. The Company may, to the extent permitted by law, and directly or indirectly(regardless of whether such Notes are surrendered to the Company), purchase Notes in the open market or by tender offer at any price orby private agreement. The Company will cause any Notes so purchased to be surrendered to the Trustee for cancellation. For theavoidance of doubt, any such Notes purchased by the Company will be retired and no longer Outstanding hereunder.

The Company shall deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder that theCompany may have acquired in any manner whatsoever. The Trustee shall cancel all Notes surrendered for registration of transfer,exchange, payment, purchase, repurchase, conversion or cancellation in accordance with its customary practices. If the Company shallacquire any of the Notes in any manner whatsoever, such acquisition shall not operate as a redemption or satisfaction of theindebtedness represented by such Notes unless and until the same are delivered to the Trustee for cancellation. The Notes so acquired,while held by or on behalf of the Company or any of its Subsidiaries, shall not entitle the Holder thereof to convert the Notes. TheCompany may not issue new Notes to replace Notes it has paid in full or delivered to the Trustee for cancellation.

The Registrar shall retain, in accordance with its customary procedures, copies of all letters, notices and other writtencommunications received pursuant to this Section 2.12. The Company shall have the right to inspect and make copies of all such letters,notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Section 2.13 CUSIP Numbers. In issuing the Notes, the Company may use "CUSIP" numbers (if then generally in use);provided that the Trustee shall have no liability for any defect in the CUSIP numbers as they appear on any Notes, notice, or elsewhereand; provided further, that any such notice may state that no representation is made as to the correctness of such numbers as printed onthe Notes and that reliance may be placed only on the other identification numbers printed on the Notes. The Company will promptlynotify the Trustee in writing of any change in the "CUSIP" numbers.

Section 2.14 Payment and Computation of Interest and Defaulted Amounts. The Notes will bear interest at a rate of 4.25% peryear until the Maturity Date, unless earlier repurchased or converted in accordance with the provisions herein. Interest on the Notes willaccrue from the most recent date on

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which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, (x) in the case of the Initial Notes,December 19, 2016 or (y) in the case of any other Notes, the date of original issuance of such Notes. Interest will be paid to the Personin whose name a Note is registered at the close of business on the Regular Record Date immediately preceding the relevant InterestPayment Date semiannually in arrears on each Interest Payment Date; provided that, if any Interest Payment Date, Maturity Date orFundamental Change Repurchase Date of a Note falls on a day that is not a Business Day, the required payment will be made on thenext succeeding Business Day and no interest on such payment will accrue in respect of the delay. Interest on the Notes shall becomputed on the basis of a 360-day year consisting of twelve 30-day months; provided, however, that for any period in which aparticular interest rate is applicable for less than a full semiannual period, interest on the Notes will be computed on the basis of a30-day month and, for periods of less than a month, the actual number of days elapsed over a 30-day month.

Payments of the Fundamental Change Repurchase Price, Additional Amounts, principal and interest on any Note, in each case,that are not made when due (the "Defaulted Amounts") will accrue interest per annum at the then-applicable interest rate plus onepercent from the required payment date, and such Defaulted Amounts, together with such interest thereon, shall be paid by theCompany, at its election in each case, as provided in clause (i) or (ii) below:

(i) The Company may elect to make payment of any Defaulted Amounts to the Persons in whose names the Notes areregistered at the close of business on a record date for the payment of such Defaulted Amounts, which shall be fixedin the following manner. The Company shall notify the Trustee in writing of the amount of the Defaulted Amountsproposed to be paid on each Note and the date of the proposed payment (which shall be not less than 25 calendar daysafter the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier date), and at the same timethe Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respectof such Defaulted Amounts or shall make arrangements satisfactory to the Trustee for such deposit on or prior to thedate of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled tosuch Defaulted Amounts as in this clause provided. Thereupon the Company shall fix a record date for the payment ofsuch Defaulted Amounts which shall be not more than 15 calendar days and not less than 10 calendar days prior to thedate of the proposed payment, and not less than 10 calendar days after the receipt by the Trustee of the notice of theproposed payment. The Company shall promptly notify the Trustee and Paying Agent in writing of such record dateand the Trustee, in the name and at the expense of the Company, shall cause notice prepared by the Company of theproposed payment of such Defaulted Amounts and the record date therefor to be mailed, first-class postage prepaid, orif the Holder is the Depositary or a nominee of the Depositary pursuant to the Applicable Procedures, to each Holderat its address as it appears in the Register, not less than 10 calendar days prior to such record date. Notice of theproposed payment of such Defaulted Amounts and the record date therefor having been so mailed or given, suchDefaulted Amounts shall be paid to the Persons in whose names the Notes are registered at the close of business onsuch record date and shall no longer be payable pursuant to the following clause (ii) of this Section 2.14.

(ii) The Company may make payment of any Defaulted Amounts in any other lawful manner not inconsistent with therequirements of any securities exchange or automated quotation system on which the Notes may be listed, quoted ortraded, and upon such notice as may be required by such exchange or automated quotation system.

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The Company will pay Additional Interest under certain circumstances as provided in Section 4.08 and Special Interest undercertain circumstances as provided in Section 5.03.

ARTICLE 3.SATISFACTION AND DISCHARGE

Section 3.01 Discharge of Liability on Notes. When (a) the Company shall deliver to the Trustee for cancellation all Notestheretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which otherNotes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled ordelivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental ChangeRepurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, asapplicable, an amount of cash (and, to the extent applicable, deliver directly to the Holders, a number of shares of Common Stock tosatisfy the Company's obligations with respect to outstanding conversions), sufficient to pay all amounts due on all of such Notes (otherthan any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall havebeen authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interestdue, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier FundamentalChange Repurchase Date, by a verification report as to the sufficiency of the deposited amount from a nationally recognized accountingfirm, and the Company shall have paid or cause to be paid all other sums payable hereunder by the Company, then this Indenture shallcease to be of further effect (except as to (i) rights hereunder of Holders to receive all amounts owing upon the Notes and the otherrights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and(ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in respect thereof),and the Trustee, on written demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the costand expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture, subject to theprovisions of this Indenture that survive the satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the Companyhereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee, including the fees andexpenses of its counsel, and to compensate the Trustee for any services thereafter rendered by the Trustee in connection with thisIndenture or the Notes.

Section 3.02 Deposited Monies to Be Held in Trust by Trustee. Subject to Section 3.04, all monies deposited with the Trusteepursuant to Section 3.01 shall be held in trust for the sole benefit of the Holders of the Notes, and such monies and shall be applied bythe Trustee to the payment, either directly or through any Paying Agent (including the Company if acting as its own Paying Agent), tothe Holders of the particular Notes for the payment of all sums or amounts due and to become due thereon for principal and interest, ifany.

Section 3.03 Paying Agent to Repay Monies Held. Upon the satisfaction and discharge of this Indenture, all excess moniesthen held by any Paying Agent (if other than the Trustee) shall, upon written request of the Company, be repaid to it or paid to theTrustee, and thereupon such Paying Agent shall be released from all further liability with respect to such amounts.

Section 3.04 Return of Unclaimed Monies. Subject to the requirements of applicable law, any monies deposited with or paidto the Trustee for payment of the principal of or interest, if any, on the Notes and not applied but remaining unclaimed by the Holders ofthe Notes for two (2) years after the date upon which the principal of or interest, if any, on such Notes, as the case may be, shall havebecome due and payable, shall be repaid to the Company by the Trustee on written demand, and all liability of the

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Trustee shall thereupon cease with respect to such monies; and the Holders shall thereafter look only to the Company for any paymentthat such Holder may be entitled to collect unless an applicable abandoned property law designates another person.

Section 3.05 Reinstatement. If the Trustee or the Paying Agent is unable to apply any monies in accordance with Section 3.02by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting suchapplication, the Company's obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit hadoccurred pursuant to Section 3.01 until such time as the Trustee or the Paying Agent is permitted to apply all such amounts inaccordance with Section 3.02; provided, however, that if the Company makes any payment of interest on, principal of or delivery inrespect of any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of suchNotes to receive such payment from the monies held by the Trustee or Paying Agent.

ARTICLE 4.COVENANTS

Section 4.01 Payment of Principal and Interest and the Fundamental Change Repurchase Price.

The Company covenants and agrees that it will cause to be paid the principal of (including the Fundamental ChangeRepurchase Price), premium, if any, on and accrued and unpaid interest, if any, on, and Additional Amounts, if any, with respect to, eachof the Notes at the places, at the respective times and in the manner provided herein and in the Notes.

Section 4.02 Maintenance of Office or Agency.

The Company will maintain in the continental United States an office of the Paying Agent, an office of the Registrar and anoffice or agency where Notes may be surrendered for conversion ("Conversion Agent") and where notices and demands to or upon theCompany in respect of the Notes and this Indenture (other than the type contemplated by Section 12.13) may be served (which may bean office or drop facility of the Trustee or any Agent). The Company will give prompt written notice to the Trustee of the location, andany change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agencyor shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made at theCorporate Trust Office or the office or agency of the Trustee.

The Company may also from time to time designate as co-registrars one or more other offices or agencies where the Notes maybe presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no suchdesignation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the continentalUnited States for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission andof any change in the location of any such other office or agency. The terms "Paying Agent" and "Conversion Agent" include any suchadditional or other offices or agencies, as applicable.

The Company hereby initially designates the Trustee as the Paying Agent, Registrar, Conversion Agent, and its Corporate TrustOffice shall be considered as one such office or agency of the Company for each of the aforesaid purposes. The Company or itsAffiliates may act as Paying Agent or Registrar.

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With respect to any Global Note, the Corporate Trust Office of the Trustee or any Paying Agent shall be the place of paymentwhere such Global Note may be presented or surrendered for payment or conversion or for registration of transfer or exchange, or wheresuccessor Notes may be delivered in exchange therefor; provided, however, that any such payment, conversion, presentation, surrenderor delivery effected pursuant to the Applicable Procedures for such Global Note shall be deemed to have been effected at the place ofpayment for such Global Note in accordance with the provisions of this Indenture.

Section 4.03 Provisions as to Paying Agent.

(a) If the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such PayingAgent to execute and deliver to the Trustee an instrument in which such agent shall agree, subject to the provisions of thisSection 4.03:

(i) that it will hold all sums held by it as such agent for the payment of the principal of, any premiumon, accrued and unpaid interest, if any, on, Fundamental Change Repurchase Price and Additional Amounts, if any,with respect to, the Notes in trust for the benefit of the Holders of the Notes;

(ii) that it will give the Trustee prompt written notice of any failure by the Company to make anypayment of the principal of, any premium on, accrued and unpaid interest, if any, on Fundamental Change RepurchasePrice or Additional Amounts, if any, with respect to, the Notes when the same shall be due and payable; and

(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it willforthwith pay to the Trustee all sums so held in trust.

The Company shall, on or before each due date of the principal of, any premium on, accrued and unpaid interest, if any, on,Fundamental Change Repurchase Price for, and Additional Amounts, if any, with respect to, the Notes, deposit with the Paying Agentimmediately available funds in a sum sufficient to pay such principal, premium, accrued and unpaid interest, Fundamental ChangeRepurchase Price or Additional Amounts, as the case may be, and (unless such Paying Agent is the Trustee) the Company will promptlynotify the Trustee in writing of any failure to take such action, provided that, if such deposit is made on the due date, such deposit mustbe received by the Paying Agent by 11:00 a.m., New York City time, on such date.

(b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, anypremium on, accrued and unpaid interest, if any, on, Fundamental Change Repurchase Price for, or Additional Amounts, if any,with respect to, the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient topay such principal, any premium, accrued and unpaid interest, if any, Fundamental Change Repurchase Price or AdditionalAmounts, as the case may be, so becoming due and will promptly notify the Trustee in writing of any failure to take suchaction and of any failure by the Company to make any payment of the principal of, premium on, accrued and unpaid intereston, Fundamental Change Repurchase Price for, or Additional Amounts, if any, with respect to, the Notes when the same shallbecome due and payable.

(c) Anything in this Section 4.03 to the contrary notwithstanding, the Company may, at any time, for the purposeof obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee allsums held in trust by any Paying Agent hereunder as required by this Section 4.03, such sums to be held by the Trustee uponthe trusts

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herein contained and upon such payment by the any Paying Agent to the Trustee, such Paying Agent (if other than the Company) shallbe released from all further liability with respect to such sums.

(d) Subject to any applicable abandoned property law, any money deposited with the Trustee or any PayingAgent, or then held by the Company, in trust for the payment of the principal of, any premium on, accrued and unpaid interest,if any, on, Fundamental Change Repurchase Price for, or Additional Amounts, if any, with respect to, any Note and remainingunclaimed for two years after such principal, premium, accrued and unpaid interest, Fundamental Change Repurchase Price orAdditional Amounts has become due and payable shall be paid to the Company on written request of the Company containedin an Officers' Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Noteshall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trusteeor such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereuponcease; provided, however, that before the Trustee or such Paying Agent are required to make any such repayment, the Companyshall cause to be published once, in a newspaper published in the English language, customarily published on each BusinessDay and of general circulation in The Borough of Manhattan, The City of New York, New York, notice that such moneyremains unclaimed and that, after a date specified therein, which shall not be less than 30 calendar days from the date of suchpublication, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 4.04 Reports.

As long as any Notes are outstanding, the Company will (i) file with the Commission within the time periods prescribed by theCommission's rules and regulations and (ii) furnish to the Trustee and the Holders, within 15 calendar days after it is required to file thesame with the Commission (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act), all the quarterlyand annual reports and of the information, documents and other reports, if any, that it is required to file with the Commission pursuant toSection 13 or 15(d) of the Exchange Act. Any such report, information or document that the Company files with the Commissionthrough the EDGAR system (or any successor thereto) will be deemed to be delivered to the Trustee and the Holders for the purposes ofthis Section 4.04 at the time of such filing through the EDGAR system (or such successor thereto); provided, however, that the Trusteeshall have no obligation or responsibility to determine whether the Company is required to file any report or other information with theCommission or the Trustee, whether the Company's information is available on the EDGAR system (or any successor thereto) orwhether the Company has otherwise delivered any notice or report in accordance with the requirements specified in this Section 4.04.

At any time the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company will, so long as any of theNotes or the shares of Common Stock delivered upon conversion of the Notes will, at such time, constitute "restricted securities" withinthe meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and will, upon written request, provide to anyHolder, beneficial owner or prospective purchaser of such Notes or such shares of Common Stock the information required to bedelivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or such shares of Common Stockpursuant to Rule 144A under the Securities Act. The Company will take such further action as any Holder or beneficial owner of suchNotes or any holder or beneficial owner of such shares of Common Stock may reasonably request from time to time to enable suchHolder or beneficial owner to sell such Notes or such holder or beneficial owner to sell shares of Common Stock in accordance withRule 144A under the Securities Act, as such rule may be amended from time to time.

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Delivery of any such reports, information and documents to the Trustee shall be for informational purposes only, and theTrustee's receipt of such reports, information and documents shall not constitute actual or constructive notice of any informationcontained therein or determinable from information contained therein, including the Company's compliance with any of its covenantshereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates) or any other agreement or document.

Section 4.05 Statements as to Defaults. The Company is required to deliver to the Trustee (i) within 120 days after the end ofeach fiscal year ending December 31, an Officers' Certificate stating whether or not the signers thereof know of any a default, Default orEvent of Default of the Company that occurred during the previous year and whether the Company, to the Officer's knowledge, is indefault in the performance or observance of any of the terms, provisions and conditions of this Indenture, setting forth the details ofsuch Defaults or Events of Default, their status and the action the Company is taking or proposes to take in respect thereof and (ii)within 30 days after the occurrence thereof, written notice in the form of an Officers' Certificate of any events that would constitute adefault, default or Events of Default, setting forth the details of such Defaults or Events of Default, their status and the action theCompany is taking or proposes to take in respect thereof; provided, however, that no notice shall be required with respect to either (i) or(ii) above to the extent that the event that would constitute a default, Default, or Event of Default has been cured or waived prior to thedate on which such notice is due. Such Officers' Certificate shall also comply with any additional requirements set forth in Section 4.07.The Trustee shall not be deemed to have notice of any Default or Event of Default except in accordance with Section 11.02(j).

Section 4.06 Additional Interest and Special Interest Notice. If Additional Interest or Special Interest is payable by theCompany pursuant to Section 4.08 or Section 5.03, the Company shall deliver to the Trustee an Officers' Certificate and notice to theDepositary, prior to the Regular Record Date for each applicable Interest Payment Date, to that effect stating (a) the amount of suchAdditional Interest or Special Interest that is payable and (b) the date on which such interest is payable. Unless and until a ResponsibleOfficer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no suchAdditional Interest or Special Interest is payable. The Trustee shall have no obligation to calculate or determine the amount of anyAdditional Interest or Special Interest payable by the Company under this Indenture. If the Company has paid Additional Interest orSpecial Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers' Certificate and a notice toHolders setting forth the particulars of such payment.

Section 4.07 Compliance Certificate and Opinions of Counsel.

(a) Upon any application or request by the Company to the Trustee to take any action under any provision of thisIndenture, the Company shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any,provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating thatin the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of anysuch application or request as to which the furnishing of such documents is specifically required by any provision of thisIndenture relating to such particular application or request, no additional certificate or opinion need be furnished.

(b) Every certificate or opinion with respect to compliance with a condition or covenant provided for in thisIndenture shall include:

(i) a statement that each individual signing such certificate or opinion has read such covenant orcondition and the definitions herein relating thereto;

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(ii) a brief statement as to the nature and scope of the examination or investigation upon which thestatements or opinions contained in such certificate or opinion are based;

(iii) a statement that, in the opinion of each such individual, he has made such examination orinvestigation as is necessary to enable him to express an informed opinion as to whether or not such covenant orcondition has been complied with; and

(iv) a statement as to whether, in the opinion of each such individual, such condition or covenant hasbeen complied with.

(c) All applications, requests, certificates, statements or other instruments given under this Indenture shall be withoutpersonal recourse to any individual giving the same and may include an express statement to such effect.

Section 4.08 Additional Interest.

(a) If, at any time during the six-month period beginning on, and including, the date which is six months afterthe Last Original Issuance Date, the Company fails to timely file any periodic report that the Company is required to file withthe Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable graceperiods thereunder and other than current reports on Form 6-K), or the Notes are not otherwise Freely Tradable, includingpursuant to Rule 144 under the Securities Act, by Holders other than affiliates (within the meaning of Rule 144) of theCompany or Holders that were affiliates (within the meaning of Rule 144) of the Company during the 90 days immediatelypreceding the date of the proposed transfer (as a result of restrictions pursuant to U.S. securities laws or the terms of thisIndenture or the Notes) the Company shall pay Additional Interest that will accrue on the Notes at the rate of 0.50% per annumof the principal amount of Notes then Outstanding for each day during such period for which the Company's failure to file hasoccurred and is continuing or for which the restrictions on transfer are applicable; provided that such period shall end on thedate that is one year from the Last Original Issuance Date.

(b) Further, if, and for so long as, the Restricted Notes Legend has not been removed from the Notes, the Notesare assigned a restricted CUSIP number or the Notes are not otherwise Freely Tradable by Holders other than affiliates (withinthe meaning of Rule 144) of the Company or Holders that were affiliates (within the meaning of Rule 144) of the Companyduring the 90 days immediately preceding the date of the proposed transfer (without restrictions pursuant to U.S. securitieslaws or the terms of this Indenture or the Notes) as of the 365th day after the Last Original Issuance Date, the Company willpay Additional Interest on the Notes that will accrue on the Notes at the rate of 0.50% per annum of the principal amount ofNotes then Outstanding until such Restricted Notes Legend is removed, the Notes are assigned an unrestricted CUSIP numberand the Notes are Freely Tradable.

(c) Such Additional Interest that is payable under this Section 4.08 shall be payable in arrears on each InterestPayment Date following accrual in the same manner as regular interest on the Notes and will be separate and distinct from, andin addition to, any Special Interest that may accrue pursuant to Section 5.03, subject to the limitations on the maximum annualrate set forth in Section 5.03(d).

(d) In no event shall Additional Interest accruing pursuant to this Section 4.08 accrue on any day under the termsof this Indenture at an annual rate in excess of 0.50% for any violation

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or Default (not taking into account any Special Interest pursuant to Section 5.03(a) and Section 5.03(d)).

Section 4.09 Corporate Existence. Subject to Article 7, the Company will do or cause to be done all things necessary topreserve and keep in full force and effect its corporate existence, rights (charter and statutory) and franchises; provided, however, thatthe Company shall not be required to preserve any such right or franchise if, in the judgment of the Company, the preservation thereof isno longer desirable in the conduct of the business of the Company.

Section 4.10 Restriction on Resales. The Company shall not, and shall procure that no "affiliate" (as defined under Rule 144) ofthe Company shall, resell any of the Notes that have been reacquired by the Company or any such "affiliate" (as defined under Rule144).

Section 4.11 Further Instruments and Acts. Upon request of the Trustee, the Company will execute and deliver such furtherinstruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of thisIndenture.

Section 4.12 Par Value Limitation. The Company shall not take any action that, after giving effect to any adjustment pursuantto Article 7, would result in the issuance of shares of Common Stock for less than the par value of such shares of Common Stock.

Section 4.13 Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnishedto the Trustee and the Registrar (if not the Trustee).

(a) semi-annually, not later than the 10th day after each Regular Record Date, a list, in such form as the Trusteemay reasonably require, containing all the information in the possession or control of the Company, or any of its Paying Agentsother than the Trustee, of the names and addresses of the Holders, as of such preceding Regular Record Date, and

(b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company ofany such request (or such lesser time as the Trustee may reasonably request in order to enable it to timely provide any notice tobe provided by it hereunder), a list of similar form and content as of a date the Trustee may reasonably require.

Section 4.14 Additional Amounts.

(a) All payments of interest and principal (including the payment of any amount upon Stated Maturity or thatconstitutes all or part of any Conversion Obligation) by the Company under the Notes shall be made without withholding ordeduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever natureimposed or levied by or on behalf of the Marshall Islands or any other jurisdiction in which the Company is organized ormaintains an executive office or place of management or any political sub-division or taxing authority thereof or therein or anyother jurisdiction from or through which the Company makes payment on any Note (each, a "Relevant Taxing Jurisdiction"),unless the Company is compelled by law to deduct or withhold such taxes, duties, assessments or governmental charges. In theevent any such withholding or deduction is so required, the Company will pay such additional amounts as may be necessary inorder that the net amounts received by a Holder after such withholding or deduction shall equal the amount of interest andprincipal (including the payment of any amount upon Stated Maturity or that constitutes all or part of any ConversionObligation) which would have been receivable in respect of the Notes in

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the absence of such withholding or deduction ("Additional Amounts"); provided that no Additional Tax Amounts shall bepayable for or on account of:

(i) any tax, assessment or other governmental charge that would not have been so imposed but for theexistence of any present or former connection between the Holder (or between a fiduciary, settlor, beneficiary,member or shareholder of the Holder, if the Holder is an estate, a trust, a partnership, a limited liability company or acorporation) and a Relevant Jurisdiction or its possessions, including the Holder (or such fiduciary, settlor, beneficiary,member or shareholder) being or having been a citizen or resident of a Relevant Jurisdiction or its possessions orbeing or having been engaged in a trade or business or present in a Relevant Jurisdiction or its possessions or having,or having had, a permanent establishment in a Relevant Jurisdiction or its possessions;

(ii) any estate, inheritance, gift, sales, transfer, capital gains, excise or personal property tax or anysimilar tax, assessment or governmental charge;

(iii) any tax, assessment or other governmental charge that is payable otherwise than by withholding ordeduction from payments on or in respect of any Note;

(iv) any tax, assessment or other governmental charge that would not have been imposed but for thefailure to comply with certification, information or other reporting requirements concerning the nationality, residenceor identity of the Holder (or a fiduciary, settler, beneficiary, member, or interest holder of the Holder, if the Holder isan estate, a trust, a partnership, or a limited liability company) or beneficial owner of that Note, if compliancetherewith is required by a Relevant Jurisdiction or taxing authority thereof or therein as a precondition to relief orexemption from the tax, assessment or other governmental charge;

(v) any tax, assessment or other governmental charge required to be withheld by any Paying Agentfrom any payment of principal of, or interest on any Note, if payment can be made without withholding by at least oneother Paying Agent and is made by such other Paying Agent; or (vi)in the case of any combination of the items listedabove.

In addition, no Additional Tax Amounts shall be payable with respect to any payment on a Note to a Holder who is a fiduciary,a partnership, a limited liability company or other than the sole beneficial owner of that payment to the extent that a beneficiary orsettlor with respect to the fiduciary, a member of that partnership, an interest holder in that limited liability company or a beneficialowner would not have been entitled to the Additional Tax Amounts had it been the Holder.

Additional Tax Amounts, for all purposes of this Indenture, shall constitute and be deemed to be part of the principal, interest,payments in respect of any Conversion Obligation or other payment to which they relate and all references in this Indenture to principal,interest, payments in respect of any Conversion Obligation or other payments in respect of which Additional Tax Amounts are payableshall be deemed to also include such Additional Tax Amounts.

The Company shall deliver to the Trustee, at least 30 days prior to the date of any payment under or with respect to the Notesin respect of which it becomes aware that it will be obligated to pay Additional Tax Amounts, an Officer's Certificate stating the factthat Additional Tax Amounts will be payable and the amount estimated to be so payable. The Officer's Certificates shall also set forthany other information

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reasonably necessary to enable the Trustee to pay Additional Tax Amounts to Holders on the relevant payment date. The Trustee shallbe entitled to rely solely on such Officer's Certificate as conclusive proof that such payments are necessary.

ARTICLE 5.EVENTS OF DEFAULT AND REMEDIES

Section 5.01 Events of Default. Each of the following events shall be an "Event of Default" with respect to the Notes:

(a) the Company fails to pay the principal of the Notes (including any Fundamental Change Repurchase Price orRedemption Price) when due at maturity, upon Redemption, repurchase upon a Fundamental Change, declaration ofacceleration or otherwise;

(b) the Company fails to pay any interest (including Additional Amounts, Special Interest and AdditionalInterest) when due and such failure continues for a period of 30 calendar days after the applicable due date;

(c) the Company fails to give any Fundamental Change Notice or notice of a Make-Whole Fundamental Change,in each case, when due, and such failure continues for a period of five calendar days;

(d) the Company fails to comply with its obligation to convert a Note in accordance with Article 7 hereof upon aHolder's exercise of its conversion rights with respect to such Note;

(e) the Company fails to comply with its obligations under Article 10 hereof;

(f) the Company fails to perform or observe any of its covenants or warranties in this Indenture or in the Notes(other than a covenant or agreement specifically addressed in clauses (a) through (e) above) and such failure continues for aperiod of 60 days after (A) the Company receives notice of such failure from the Trustee or (B) the Company and the Trusteereceive notice of such failure from Holders of at least 25% of the aggregate principal amount of then outstanding Notes;

(g) the default by the Company or any Subsidiary with respect to any mortgage, agreement or other instrumentunder which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowedby the Company and/or any Subsidiaries in excess of $25,000,000 in the aggregate, whether such indebtedness exists as of theIssue Date or is later created, if that default:

(i) results in such indebtedness becoming or being declared due and payable (prior to its expressmaturity); provided, however, that a payment obligation (other than for borrowed money) shall not be deemed to havematured, come due, or been accelerated to the extent it is being disputed by the relevant obligor or obligors in goodfaith; or

(ii) constitutes a failure to pay the principal of, or interest on, such indebtedness when due and payableat its stated maturity, upon required repurchase, upon declaration or otherwise; provided, however, that a paymentobligation (other than for borrowed money) shall not be deemed to have matured, come due, or been accelerated to theextent it is being disputed by the relevant obligor or obligors in good faith;

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(h) a final judgment for the payment of $25,000,000 or more (excluding any amounts covered by insurance) isrendered against the Company or any of its Subsidiaries, and such judgment is not discharged or stayed within 60 days after (i)the date on which all rights to appeal such judgment have expired if no appeal has commenced, or (ii) the date on which allrights to appeal have been extinguished;

(i) the Company or any Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(i) commences a voluntary case;

(ii) consents to the entry of an order for relief against it in an involuntary case;

(iii) consents to the appointment of a Custodian of it or for any substantial part of its property;

(iv) makes a general assignment for the benefit of its creditors;

(v) takes any comparable action under any foreign laws relating to insolvency; or

(vi) admits in writing its inability to pay its debts generally as they become due; or

(j) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against Company or any Significant Subsidiary in an involuntary case or proceeding;

(ii) appoints a Custodian of the Company or any Significant Subsidiary, or for any substantial part of theproperty of the Company or any Significant Subsidiary;

(iii) orders the winding up or liquidation of the Company or any Significant Subsidiary; or

(iv) grants any similar relief under any foreign laws;

and, in each such case, the order or decree remains unstayed and in effect for 60 days.

Each of the events enumerated in this Section 5.01 will constitute an Event of Default whatever the cause and regardless ofwhether voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order,rule or regulation of any administrative or governmental body.

Section 5.02 Acceleration; Rescission and Annulment.

If an Event of Default specified in Section 5.01(i) or Section 5.01(j) hereof occurs with respect to the Company, the principalamount of, and all accrued and unpaid interest, if any, on, all of the then outstanding Notes will immediately become due and payablewithout any further action or notice by any party.

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If any other Event of Default occurs and is continuing, the Trustee, by delivering a written notice to the Company, or theHolders of at least 25% in aggregate principal amount of the Notes then outstanding, by delivering a written notice to the Company andthe Trustee, may declare the principal amount of, and all accrued and unpaid interest, if any, on all then outstanding Notes immediatelydue and payable, and upon such declaration, the principal amount of, and all accrued and unpaid interest, if any, on all then outstandingNotes will immediately become due and payable.

Notwithstanding anything to the contrary in this Indenture, the Holders of a majority of the aggregate principal amount of thethen outstanding Notes may, on behalf of the Holders of all of the then outstanding Notes, rescind any acceleration of the Notes and itsconsequences hereunder by delivering notice to the Trustee if (i) such rescission would not conflict with any judgment or decree of acourt of competent jurisdiction and (ii) all existing Events of Default (other than the nonpayment of the principal of, interest, if any, on,or the Fundamental Change Repurchase Price or the Redemption Price for, the Notes that has become due solely as a result ofacceleration) have been cured or waived. No such rescission will affect any subsequent Default or impair any right consequent thereto.

Section 5.03 Special Interest.

(a) Notwithstanding anything to the contrary in the Notes or in this Indenture, the Company may elect that thesole remedy for any Event of Default specified in Section 5.01(f) hereof relating to the Company's failure to comply withSection 4.04 hereof (a "Reporting Event of Default") will, for the period beginning on the date on which such ReportingEvent of Default first occurred and ending on the earlier of (A) the date on which such Reporting Event of Default is cured orvalidly waived in accordance with Section 5.04 hereof and (B) the 90th calendar day immediately following the date on whichsuch Reporting Event of Default first occurred, consist of the right to receive additional interest (the "Special Interest") on theNotes at a rate equal to 0.50% per annum on the principal amount of the then-outstanding Notes.

(b) If (i) a Reporting Event of Default occurs and the Company elects that the sole remedy with respect to suchReporting Event of Default will be the Special Interest and (ii) on the 91st day immediately following, and including, the dateon which such Reporting Event of Default first occurred, such Reporting Event of Default has not been cured or validly waivedin accordance with Section 5.04 hereof, then the Notes will become subject to acceleration under Section 5.02 hereof onaccount of such Reporting Event of Default.

(c) To elect to pay the Special Interest as the sole remedy for a Reporting Event of Default, the Company mustdeliver notice in writing in an Officers' Certificate of such election to the Holders, the Paying Agent and the Trustee prior to thedate on which such Reporting Event of Default first occurs. Any such notice and certificate must include a brief description ofthe report that the Company failed, or will fail, to file, a statement that the Company is electing to pay the Special Interest andthe date on which such Reporting Event of Default will occur. If a Reporting Event of Default occurs and the Company fails totimely deliver such notice and certificate for such Reporting Event of Default, the Notes will be subject to acceleration underSection 5.03 hereof on account of such Reporting Event of Default. Unless and until a Responsible Officer of the Trusteereceives such a certificate, the Trustee may assume without inquiry that no Special Interest is payable.

(d) Notwithstanding anything to the contrary herein, if the Company elects to pay the Special Interest withrespect to any Reporting Event of Default, the Company's election will not affect the rights of any Holder with respect to anyother Event of Default, including with respect to any other Reporting Event of Default; provided, that, for the avoidance ofdoubt, in no event

35



will the Company be obligated to pay the Special Interest at a rate greater than 0.50% per annum on the principal amount of thenoutstanding Notes.

Section 5.04 Waiver of Past Defaults. Subject to Section 5.02 the Holders of not less than a majority of the aggregate principalamount of Notes then Outstanding, by written notice to the Company and to the Trustee, may waive any Default or Event of Default(except for any Default or Event of Default arising from (a) the Company's failure to pay principal of, or any interest on, or anyAdditional Amounts with respect to, any Notes), (b) the Company's failure to deliver the Conversion Consideration due uponconversion of any Note within the applicable time period set forth under Section 7.02(a), or (c) the Company's failure to comply withany provision of this Indenture the modification of which would require the consent of the Holder of each Outstanding Note affected)and rescind any acceleration resulting from such Default or Event of Default and its consequences; provided, upon any such waiver,such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose ofthis Indenture; and provided further that no such waiver will extend to or will affect any subsequent Default or Event of Default or shallimpair any right consequent on such Default or Event of Default.

Section 5.05 Control by Majority. The Trustee will not be obligated to exercise any of its rights or powers at the request of theHolders unless the Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability orexpense. Subject to this Indenture, applicable law and the Trustee's indemnification, the Holders of a majority in aggregate principalamount of the Outstanding Notes may direct in writing the time, method and place of conducting any proceeding for any remedyavailable to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes. The Trustee, however, mayrefuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights ofany Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such directions areunduly prejudicial to such Holders). The Trustee may take any other action deemed proper by the Trustee which is not inconsistent withsuch direction.

Section 5.06 Limitation on Suits. Subject to Section 5.07, no Holder will have any right to institute any proceeding under thisIndenture, or for the appointment of a receiver or custodian of the Company's property, or for any other remedy under this Indenture orwith respect to the Notes unless:

(a) the Holder has previously delivered to the Trustee written notice of a continuing Event of Default;

(b) the Holders of at least 25% in aggregate principal amount of the then Outstanding Notes deliver to theTrustee a written request that the Trustee pursue a remedy with respect to such Event of Default and have offered indemnity orsecurity reasonably satisfactory to the Trustee to institute such proceeding as Trustee;

(c) the Trustee has failed to institute a proceeding within 60 days after such notice, request and offer; and

(d) the Trustee has not received from the Holders of a majority in aggregate principal amount of the thenOutstanding Notes a direction inconsistent with such written request within 60 days after such notice, request and offer.

Section 5.07 Rights of Holders to Receive Payment and to Convert. Notwithstanding anything to the contrary elsewhere in thisIndenture, the above limitations set forth under Section 5.06 do not apply to a suit instituted by a Holder for the enforcement of apayment of the principal (including the

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Fundamental Change Repurchase Price) of, or any interest on, or any Additional Amounts with respect to, any Note, on or after theapplicable due date, the right to convert the Note or to receive the Conversion Consideration due upon conversion in accordance withArticle 7, or the right of a beneficial owner to exchange its beneficial interest in a Global Note for a Physical Note if an Event of Defaulthas occurred and is continuing in accordance with Section 2.11.

Section 5.08 Collection of Indebtedness; Suit for Enforcement by Trustee. If an Event of Default specified in Section 5.01(a),(b) or (c) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trustagainst the Company for the whole amount of principal of, premium on, interest on, Fundamental Change Repurchase Price for,Additional Amounts with respect to, the Conversion Consideration due upon the conversion of the Notes and such further amount as issufficient to cover the costs and expenses of collection, including the compensation, reasonable expenses, disbursements and advancesof the Trustee, its agents and counsel, as well as any other amounts that may be due under Section 11.06.

Section 5.09 Trustee May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture orthe Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in anyproceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an expresstrust, and any recovery of judgment shall, after provision for the payment of the compensation, and reasonable expenses, disbursementsand advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders in respect of which such judgment has beenrecovered.

Section 5.10 Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers ordocuments as may be necessary or advisable to have the claims of the Trustee and the Holders allowed in any judicial proceedingsrelative to the Company, its creditors or its property and, unless prohibited by law or applicable regulations, will be entitled to collect,receive and distribute any money or other property payable or deliverable on any such claims, and any custodian in any such judicialproceeding is hereby authorized by each Holder to make such payments to the Trustee, and, in the event that the Trustee consents to themaking of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses,disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 11.06. To theextent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and anyother amounts due the Trustee under Section 11.06 out of the estate in any such proceeding, will be denied for any reason, payment ofthe same will be secured by a lien on, and is paid out of, any and all distributions, dividends, money, securities and other properties thatthe Holders may be entitled to receive in such proceeding, whether in liquidation or under any plan of reorganization or arrangement orotherwise. Nothing herein contained will be deemed to authorize the Trustee to authorize or consent to, or to accept or to adopt onbehalf of any Holder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of anyHolder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. The Trustee may, on behalf ofthe Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors' committee or other similarcommittee.

Section 5.11 Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce anyright or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determinedadversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company,the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights andremedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

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Section 5.12 Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment ofmutilated, destroyed, lost or stolen Notes in Section 2.09, no right or remedy herein conferred upon or reserved to the Trustee or to theHolders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, becumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employmentof any other appropriate right or remedy.

Section 5.13 Delay or Omission Not a Waiver. No delay or omission of the Trustee or of any Holder to exercise any right orremedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default oran acquiescence therein. Every right and remedy given by this Article 5 or by law to the Trustee or to the Holders may be exercisedfrom time to time and as often as may be deemed expedient by the Trustee (subject to the limitations contained in this Indenture) or bythe Holders, as the case may be.

Section 5.14 Priorities. If the Trustee collects any money and/or property pursuant to this Article 5, it will distribute themoney and/or distribute property in the following order:

FIRST: to the Trustee, its agents and attorneys for amounts due under Section 11.06, including payment of all compensation,expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

SECOND: to the Holders, for any amounts due and unpaid on the principal of, premium on, accrued and unpaid interest on, theFundamental Change Repurchase Price for, any Additional Amounts with respect to, and any cash due upon conversion of, any Note,without preference or priority of any kind, according to such amounts due and payable on all of the Notes; and

THIRD: the balance, if any, to the Company or to such other party as a court of competent jurisdiction directs.

The Trustee may fix a record date and payment date for any payment to the Holders pursuant to this Section 5.14. If the Trusteeso fixes a record date and a payment date, at least 15 calendar days prior to such record date, the Trustee will deliver to each Holder awritten notice, which notice will state such record date, such payment date and the amount of such payment.

Section 5.15 Undertaking for Costs. All parties to this Indenture agree, and each Holder, by such Holder's acceptance of aNote, shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedyunder this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant insuch suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, includingreasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defensesmade by such party litigant; provided, however, that the provisions of this Section 5.15 shall not apply to (i) any suit instituted by theTrustee, (ii) any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in aggregate principalamount of the Notes then Outstanding, (iii) any suit instituted by any Holder for the enforcement of the payment of the principal(including the Fundamental Change Repurchase Price) of, or any interest on, or any Additional Amounts with respect to, any Note on orafter the applicable due date expressed or provided for in this Indenture, (iv) any suit for the enforcement of the right to convert anyNote or to receive the Conversion Consideration due upon conversion of any Note in accordance with the provisions of Article 7, or (v)any suit for the enforcement of the right of a beneficial owner to exchange its

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beneficial interest in a Global Note for a Physical Note if an Event of Default has occurred and is continuing in accordance with Section2.11.

Section 5.16 Waiver of Stay, Extension and Usury Laws. The Company covenants that, to the extent that it may lawfully do so,it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension orusury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture;and the Company, to the extent that it may lawfully do so, hereby expressly waives all benefit or advantage of any such law, andcovenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee,but will instead suffer and permit the execution of every such power as though no such law has been enacted.

Section 5.17 Notices from the Trustee. If a Default occurs and is continuing and is actually known to a Responsible Officer ofthe Trustee administering this Indenture, the Trustee must give notice of such Default to each Holder within 90 days after the date onwhich a Responsible Officer of the Trustee has received written notice thereof. Except in the case of a Default in the payment of theprincipal (including the Fundamental Change Repurchase Price) of, premium, if any, or interest on, or any Additional Amounts withrespect to, any Note or of a Default in the delivery of the Conversion Consideration due upon conversion of any Note, the Trustee maywithhold notice if and so long as the Trustee in good faith determines that withholding notice is in the interests of the Holders.

ARTICLE 6.SUPPLEMENTAL INDENTURES

Section 6.01 Supplemental Indentures Without Consent of Holders. The Company and the Trustee may amend or supplementthis Indenture or the Notes without the consent of any Holder:

(a) to add guarantees with respect to the Company's obligations under this Indenture or the Notes;

(b) to secure the Notes;

(c) to provide for the assumption of the Company's obligations under this Indenture and under the Notes by aSuccessor Person as described in Article 10 hereof;

(d) to provide for the assumption of the Company's obligations under this Indenture and under the Notes by aSuccessor Person as described in Section 7.07 or to modify the conversion rights of the Holders in accordance with Section7.07 hereof upon the occurrence of a Merger Event;

(e) to surrender any right or power conferred upon the Company under this Indenture;

(f) to add to the Company's covenants for the benefit of the Holders;

(g) to cure any ambiguity or correct any inconsistency or defect in this Indenture or in the Notes;

(h) to irrevocably elect a Settlement Method or a Specified Dollar Amount;

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(i) to evidence the acceptance of appointment by a successor Trustee with respect to this Indenture;

(j) to comply with the rules of any applicable Depositary;

(k) to conform the provisions of the Indenture to the "Description of Notes" section of the Preliminary OfferingMemorandum, dated December 13, 2016, as further supplemented and/or amended by the Pricing Term Sheet;

(l) to provide for Physical Notes to the extent permitted by, and in accordance with, Section 2.11(c); or

(m) to make any other change; provided that such change individually, or in the aggregate with all other suchchanges, does not have, and will not have, an adverse effect on the interest of the Holders.

Any request by the Company for an amendment or supplement pursuant to Section 6.01(k) shall be accompanied by anOfficers' Certificate evidencing the purpose for such amendment or supplement.

Section 6.02 Supplemental Indentures With Consent of Holders. With the written consent of the Holders of at least a majorityof the aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a repurchase of, ortender offer or exchange offer for, Notes), by Act of such Holders delivered to the Company and the Trustee, the Company, whenauthorized by a resolution of the Board of Directors, may amend or supplement this Indenture or the Notes or waive compliance withany provision of this Indenture or the Notes; provided, however, that, without the consent of each affected Holder, no amendment orsupplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may:

(a) reduce the principal amount of, or change the Maturity Date of, any Note;

(b) reduce the rate of, or extend the stated time for payment of, interest on any Note;

(c) reduce the Fundamental Change Repurchase Price or the Redemption Price of any Note or change the time atwhich, or the circumstances under which, the Notes may, or will be, redeemed or repurchased;

(d) impair the right of any Holder to institute suit for any payment on any Note, including with respect to anyconsideration due upon conversion of a Note;

(e) make any Note payable in a currency other than that stated in the Note;

(f) make any change that impairs or adversely affects the conversion rights of any Holder under Article 7 hereofor otherwise reduces the number of shares of Common Stock, amount of cash or any other property receivable by a Holderupon conversion;

(g) change the ranking of the Notes;

(h) reduce any voting requirements included in this Indenture;

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(i) make any change to any amendment, modification or waiver provision of this Indenture that requires theconsent of each affected Holder; or

(j) reduce the percentage of the aggregate principal amount of then outstanding Notes whose Holders mustconsent to an amendment of this Indenture or a waiver of a past default.

It shall not be necessary for any Act or consent of Holders under this Section 6.02 to approve the particular form of anyproposed supplemental indenture, but it shall be sufficient if such Act or consent shall approve the substance thereof.

Section 6.03 Notice of Amendment or Supplement. After an amendment or supplement under this Article 6 becomes effective,the Company shall promptly provide to the Holders a written notice briefly describing such amendment or supplement. However, thefailure to give such notice to all the Holders, or any defect in the notice, shall not impair or affect the validity of the amendment orsupplement.

Section 6.04 Trustee to Sign Amendments, Etc. Upon Company Order, accompanied by a Board Resolution, and if applicableupon the delivery to the Trustee of evidence of the consent of Holders, the Trustee shall sign any amendment or supplement authorizedpursuant to this Article 6 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of theTrustee. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such amendment or supplement, the Trustee shallreceive, and shall be fully protected in conclusively relying upon, an Officers' Certificate and an Opinion of Counsel provided at theexpense of the Company providing that such amendment or supplement is authorized or permitted by this Indenture and suchamendment or supplement is a legal, valid and binding obligation of the Company enforceable against the Company in accordance withits terms.

ARTICLE 7.CONVERSION

Section 7.01 Conversion Privilege.

(a) Subject to, and upon compliance with, the provisions of this Article 7, a Holder may, at its option, convert allof its Notes, or any portion of its Notes having a principal amount equal to $1,000 or an integral multiple of $1,000 in excessthereof, (i) subject to satisfaction of one or more of the conditions described in Section 7.01(b), at any time prior to the close ofbusiness on the Business Day immediately preceding June 15, 2021, under the circumstances and during the periods set forth inSection 7.01(b), and (ii) irrespective of the conditions set forth in Section 7.01(b), on or after June 15, 2021, and prior to theclose of business on the Scheduled Trading Day immediately preceding the Maturity Date, in each case, into ConversionConsideration, as provided in this Article 7, at the Conversion Rate (subject to the settlement provisions of Section 7.02, the"Conversion Obligation"). Notes may not be converted after the close of business on the Business Day immediately precedingthe Maturity Date.

(b) (i) Prior to the close of business on the Business Day immediately preceding June 15, 2021, a Holder maypresent its Notes for conversion during any calendar quarter commencing after the calendar quarter ending on March 31, 2017(and only during such calendar quarter), if the Last Reported Sale Price per share of the Common Stock for each of at least 20Trading Days (whether or not consecutive) during the 30 consecutive Trading days ending on, and including, the last TradingDay of the immediately preceding calendar quarter is greater than 130% of the

41



Conversion Price on such Trading Day. For the avoidance of doubt, neither the Trustee nor the Conversion Agent shallhave any duty to monitor or determine such sale price or to confirm or determine whether any conditions precedent to suchconversion have been satisfied.

(ii) Prior to the close of business on the Business Day immediately preceding June 15, 2021, a Holder of Notesmay surrender its Notes for conversion during the five Business Day period immediately after any five consecutive TradingDay period (the "Measurement Period") in which the Trading Price per $1,000 principal amount of Notes, as determinedfollowing a request to the Company by a Holder of Notes in accordance with this subsection (b)(ii), for each Trading Day ofthe Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and theConversion Rate on such Trading Day, subject to compliance with the procedures and conditions described in this subsection(b)(ii). The condition set forth in the preceding sentence is herein referred to as the "Trading Price Condition." The TradingPrice shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(ii) and the definition of Trading Price setforth herein. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Priceper $1,000 principal amount of the Notes unless the Company has requested such determination in writing, and the Companywill have no obligation to make such request (or seek bids itself) unless a Holder of at least $2.0 million aggregate principalamount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of theNotes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate.At such time, the Company shall, or shall instruct the Bid Solicitation Agent to, determine the Trading Price per $1,000principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Priceper $1,000 principal amount of the Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of theCommon Stock and the Conversion Rate. If the Trading Price condition has been met, the Company will so notify the Holders,the Trustee and the Conversion Agent (if other than the Trustee) in writing, in accordance with Section 12.07. If, on anyTrading Day after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greaterthan or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for suchTrading Day, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) inwriting, in accordance with Section 12.07. For the avoidance of doubt, neither the Trustee nor the Conversion Agent shall haveany duty to monitor or determine the Trading Price or to confirm or determine whether any conditions precedent to suchconversion have been satisfied.

(iii) If, prior to the close of business on the Business Day immediately preceding June 15, 2021, the Companyelects to:

(A) issue, to all or substantially all holders of the Common Stock, any rights, options or warrants entitling them,for a period of not more than 60 calendar days after the record date of such issuance, to subscribe for or purchase shares of theCommon Stock at a price per share less than the average of the Last Reported Sale Prices of the Common Stock for the 10consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcementof such issuance; or

(B) distribute, to all or substantially all holders of the Common Stock, the Company's assets, debt securities orrights to purchase the Company's securities, which

42



distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last ReportedSale Price of the Common Stock on the Trading Day immediately preceding the date of announcement for such distribution,

then, in either case, (x) the Company must notify the Trustee, the Conversion Agent (if other than the Trustee) and Holders, in writing,in accordance with Section 12.07, at least 45 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution;and (y) once the Company has given such notice, Holders may convert their Notes at any time until the earlier of the close of businesson the Business Day immediately preceding such Ex-Dividend Date and the Company's announcement that such issuance or distributionwill not take place.

(iv) Prior to the close of business on the Business Day immediately preceding June 15, 2021, if:

(A) a transaction or event that constitutes a Fundamental Change occurs; or

(B) a transaction or event that constitutes a Make-Whole Fundamental Change occurs; or

(C) the Company is a party to a consolidation, merger, binding share exchange, or a transfer or lease of all orsubstantially all of the Company's assets, or any other transaction, in each case pursuant to which the Common Stock would beconverted into or exchanged for, or would constitute solely the right to receive, cash, securities or other property,

then the Notes may be converted at any time from and after the effective date of the transaction or event until the earlier of (x) 35Trading Days after the actual effective date of such transaction or event (or, if later, the date on which the Company provides notice ofsuch transaction or event) or, if such transaction or event also constitutes a Fundamental Change, the related Fundamental ChangeRepurchase Date; and (y) the close of business on the Scheduled Trading Day immediately preceding the Maturity Date. No later thanthe Business Day after the date the Company publicly announces such transaction or event, the Company shall notify the Holders, theTrustee and the Conversion Agent (if other than the Trustee) in writing, in accordance with Section 12.07, of such transaction, itseffective date and the related right to convert Notes. For the avoidance of doubt, neither the Trustee nor the Conversion Agent shall haveany duty to monitor or determine whether any of the foregoing corporate events have occurred or to confirm or determine whether anyconditions precedent to such conversion have been satisfied.

(c) Notwithstanding anything to the contrary in this Indenture, (i) if the Company calls the Notes for redemptionin accordance with Article 9 hereof, a Holder may not convert its Notes after the close of business on the Business Dayimmediately preceding the applicable Redemption Date except to the extent the Company fails to pay the Redemption Price forsuch Notes in accordance with Section 11.04 hereof, and (ii) if a Holder tenders a Fundamental Change Repurchase Noticewith respect to its Notes in accordance with Article 8 hereof, such Notes may not be converted except to the extent (A) suchNotes are not subject to such Fundamental Change Repurchase Notice; (B) such Fundamental Change Repurchase Notice iswithdrawn in accordance with Article 8 hereof; or (C) the Company fails to pay the Fundamental Change Repurchase Price forsuch Notes in accordance with Section 8.05 hereof.

Section 7.02 Conversion Procedure; Settlement Upon Conversion.

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(a) To exercise its conversion right with respect to a beneficial interest in a Global Note, the owner of suchbeneficial interest must (i) comply with the Applicable Procedures for converting such beneficial interest; (ii) pay any fundsequal to interest payable on the next Interest Payment Date that such Holder is required to pay under clause (d) of this Section7.02; and (iii) pay any taxes or duties that such Holder is required to pay under the proviso to clause (e) of this Section 7.02. Toexercise its conversion right with respect to a Physical Note, the Holder of such Note must (i) complete and manually sign theconversion notice on the back of the Note, or a facsimile of such conversion notice (such notice, or such facsimile, the"Conversion Notice"); (ii) deliver such signed and completed Conversion Notice and such Note to the Conversion Agent at itsoffice; (iii) furnish any endorsements and transfer documents that the Company, Conversion Agent, Trustee or Transfer Agentmay require; (iv) pay any funds equal to interest payable on the next Interest Payment Date that such Holder is required to payunder clause (c) of this Section 7.02; and (v) pay any taxes or duties that such Holder is required to pay under the proviso toclause (e) of this Section 7.02. The first Business Day on which a Holder satisfies the foregoing requirements with respect to aNote and on which conversion of such Note is not otherwise prohibited under this Indenture will be the "Conversion Date" forsuch Note. The conversion of any Note will be deemed to occur at the close of business on the Conversion Date for such Note,and any converted Note or portion thereof will cease to be outstanding upon conversion.

(b) If a Holder surrenders the entire principal amount of a Note for conversion, such Person will no longer be theHolder of such Note as of the close of business on the Conversion Date for such Note. The Person in whose name any shares ofCommon Stock shall be issuable upon conversion of any Note will become the holder of record of such shares as of the closeof business on the Conversion Date for such conversion, in the case of Physical Settlement, or the last Trading Day of therelevant Observation Period, in the case of Combination Settlement.

(c) If a Holder surrenders only a portion of the principal amount of a Physical Note for conversion, promptlyafter the Conversion Date for such portion, the Company shall execute and, upon receipt of a Company Order, the Trustee shallauthenticate and deliver to the Holder of such Note a new Physical Note in an authorized denomination, having a principalamount equal to the aggregate principal amount of the unconverted portion of the Physical Note surrendered for conversion andbearing registration numbers not contemporaneously outstanding. Upon the conversion of any beneficial interest in a GlobalNote, the Conversion Agent will promptly request that the Trustee make a notation on the "Schedule of Increases andDecreases in the Global Note" of such Global Note to reduce the principal amount represented by such Global Note by theprincipal amount of the converted beneficial interest. If all of the beneficial interests in a Global Note are so converted, suchGlobal Note will be deemed surrendered to the Trustee for cancellation, and the Trustee will cause such Global Note to becancelled in accordance with the Applicable Procedures.

(d) If a Holder converts a Note after the close of business on a Regular Record Date, but prior to the open ofbusiness on the Interest Payment Date corresponding to such Regular Record Date, then (x) the Holder of such Note at theclose of business on such Regular Record Date shall be entitled, notwithstanding such conversion, to receive, on such InterestPayment Date, the unpaid interest that has accrued on such Note to, but excluding, such Interest Payment Date; and (y) theHolder of such Note must, upon surrender of such Note for conversion, accompany such Note with an amount of cash equal tothe amount of interest that will be payable on such Note on such Interest Payment Date; provided, however, that a Holder neednot make such payment (A) for conversions following the Regular Record Date immediately preceding the Maturity Date; (B)if the Company has specified a Fundamental Change Repurchase Date that is

44



after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest PaymentDate and the Holder converts its Note after the close of business on such Regular Record Date and on or prior to the open ofbusiness on such Interest Payment Date; (C) if the Company has specified a Redemption Date that is after a Regular RecordDate and on or prior to the Business Day immediately following the Interest Payment Date corresponding to such RegularRecord Date and such Holder surrenders such Note for conversion after such Regular Record Date and on or prior to the openof business on such Interest Payment Date; or (D) to the extent of any overdue interest, if any overdue interest exists at the timeof conversion with respect to such Note.

(e) If a Holder converts a Note, the Company will pay any documentary, stamp or similar issue or transfer taxdue on the issue of any shares of the Common Stock upon the conversion; provided, however, that if any tax is due because theconverting Holder requested that shares of Common Stock be issued in a name other than its own, such Holder will pay suchtax and the Conversion Agent, until having received a sum sufficient to pay such tax, may refuse to deliver any certificatesrepresenting the shares of Common Stock being issued in a name other than that of such Holder.

(f) Whenever a Conversion Date occurs with respect to a Note, the Conversion Agent will, as promptly aspossible, and in no event later than the Business Day immediately following such Conversion Date, deliver to the Companyand the Trustee written notice that a Conversion Date has occurred, which notice will state such Conversion Date, the principalamount of Notes converted on such Conversion Date and the names of the Holders that converted Notes on such ConversionDate.

(g) Upon the conversion of any Note, the Company shall settle such conversion by paying or delivering, asapplicable and as provided in this Article 7, either (A) solely cash (a "Cash Settlement"); (B) shares of Common Stock,together, if applicable, with cash in lieu of fractional shares as provided in Section 7.02(j) (a "Physical Settlement"); or (C) acombination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided inSection 7.02(i) (a "Combination Settlement"). The Company shall have the right to elect the Settlement Method applicable toany conversion of a Note; provided, however, that:

(i) all conversions of Notes whose Conversion Date occurs on or after June 15, 2021 will be settledusing the same Settlement Method, and the Company shall send written notice of such Settlement Method to Holders,through the Trustee (the Trustee to send such notice upon written instruction from the Company), in accordance withSection 12.07, no later than the close of business on the Scheduled Trading Day immediately preceding June 15, 2021;

(ii) the Company shall use the same Settlement Method for all conversions of Notes whose ConversionDates occur on the same day (and, for the avoidance of doubt, the Company shall not be obligated to use the sameSettlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except asprovided in clause (i) above);

(iii) if the Company elects a Settlement Method with respect to the conversion of any Note whoseConversion Date occurs before June 15, 2021, the Company shall send written notice of such Settlement Method tothe Holder of such Note, through the Trustee (the Trustee to send such notice upon written instruction from

45



the Company), in accordance with Section 12.07, no later than the close of business on the Trading Day immediatelyfollowing such Conversion Date;

(iv) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note,then the Company will be deemed to have elected Combination Settlement with a Specified Dollar Amount per$1,000 principal amount of such Note equal to $1,000;

(v) if the Company timely elects Combination Settlement with respect to the conversion of a Note butdoes not timely notify the Holder of such Note of the Specified Dollar Amount, then the Specified Dollar Amount forsuch conversion will be deemed to be $1,000 per $1,000 principal amount of such Note; and (vi)the SettlementMethod shall be subject to clause (II) of the first sentence of Section 7.07(a);

(h) The type and amount of consideration (the "Conversion Consideration") due in respect of each $1,000principal amount of a Note to be converted shall be as follows:

(i) if Physical Settlement applies to such conversion, (I) a whole number of shares of Common Stockequal to the Conversion Rate in effect on the Conversion Date for such conversion (which, if not a whole number,shall be rounded down to the nearest whole number); and (II) if such Conversion Rate is not a whole number, cash inlieu of the related fractional share in an amount equal to the product of (x) the Daily VWAP on such Conversion Date(or if such Conversion Date is not a Trading Day, the immediately preceding Trading Day) and (y) the fractionalportion of such Conversion Rate;

(ii) if Cash Settlement applies to such conversion, cash in an amount equal to the sum of the DailyConversion Values for each of the 40 consecutive Trading Days in the Observation Period for such conversion; or

(iii) if Combination Settlement applies to such conversion, a settlement amount equal to (I) the sum ofthe Daily Settlement Amounts for each of the 40 consecutive Trading Days in the Observation Period for suchconversion (which, for the avoidance of doubt, shall consist of a number of whole shares of Common Stock equal tothe sum of the Daily Share Amounts for each of the Trading Days in such Observation Period (which, if such sum isnot a whole number, shall be rounded down to the nearest whole number) and cash in an amount equal to the sum ofthe Daily Cash Amounts for each of the Trading Days in such Observation Period); and (II) if the sum of the DailyShare Amounts for each of the Trading Days in such Observation Period is not a whole number, cash in lieu of therelated fractional share in an amount equal to the product of (x) the Daily VWAP on the last Trading Day of suchObservation Period and (y) the fractional portion of such sum.

(i) With respect to any conversion of Notes to which Cash Settlement or Combination Settlement applies, theCompany shall determine the Conversion Consideration due thereupon promptly following the last day of the applicableObservation Period and shall promptly thereafter notify the Trustee and the Conversion Agent (if other than the Trustee) inwriting of the same and the calculation thereof in reasonable detail. Neither the Trustee nor the Conversion Agent (if other thanthe Trustee) shall have any responsibility for any such determination.

46



(j) Except as set forth in Section 7.03, Section 7.04, and Section 7.08, hereof, the Company shall pay or deliveror cause to be paid or delivered, as the case may be, the Conversion Consideration due upon the conversion of any Note to theHolder thereof as follows: (i) if Cash Settlement or Combination Settlement applies to such conversion, on the third BusinessDay immediately following the last Trading Day of the Observation Period for such conversion; and (ii) if Physical Settlementapplies to such conversion, on the third Business Day immediately following the Conversion Date for such conversion.

(k) If a Holder converts more than one Note on a single Conversion Date, the Conversion Consideration due inrespect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Dateby such Holder.

(l) If a Holder converts a Note, the Company will not adjust the Conversion Rate to account for any accrued andunpaid interest on the Note, and the Company's delivery of the Conversion Consideration due upon such conversion will bedeemed to satisfy and discharge in full the Company's obligation to pay the principal of such Note and accrued and unpaidinterest, if any, on, such Note to, but excluding the Conversion Date; provided, however, that if a Holder converts a Note after aRegular Record Date and prior to the open of business on the corresponding Interest Payment Date, the Company will still beobligated to pay the interest due on such Interest Payment Date to such Holder. As a result, except as otherwise provided in theproviso to the immediately preceding sentence, any accrued and unpaid interest with respect to a converted Note will bedeemed to be paid in full rather than cancelled, extinguished or forfeited. In addition, if both cash and shares of the CommonStock are delivered upon the conversion of a Note, accrued and unpaid interest will be deemed to be paid first out of theamount of cash so delivered.

Section 7.03 Increased Conversion Rate Applicable to Certain Notes Surrendered for Conversion in Connection with Make-Whole Fundamental Changes.

(a) If (i) a Fundamental Change (determined after giving effect to the paragraph immediately following clause(v) of the definition thereof, but without regard to the exclusion in clause (b)(2) of the definition thereof) occurs or (ii) theCompany calls the Notes for redemption pursuant to Article 9 (either such event, a "Make-Whole Fundamental Change"),and a Holder converts its Notes in connection with such Make-Whole Fundamental Change, the Company will, in thecircumstances described in this Section 7.03, increase the Conversion Rate for such Notes by the number of additional sharesof Common Stock (the "Additional Shares") set forth in this Section 7.03. For purposes of this Section 7.03, a conversion ofNotes will be deemed to be "in connection with":

(i) a Make-Whole Fundamental Change described in clause (i) of the definition of "Make-WholeFundamental Change" if (A) for Conversion Dates prior to June 15, 2021, the applicable Conversion Date occursduring the period when the Notes are convertible on account of such Make-Whole Fundamental Change pursuant toSection 7.01(b)(iv) and (B) for Conversion Dates on or after June 15, 2021 if the applicable Conversion Date occursduring the period from, and including, the effective date of the Make-Whole Fundamental Change up to, andincluding, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case ofa Make-Whole Fundamental Change that would have been a Fundamental Change but for the exclusion in clause(b)(2) of the definition thereof, the 35th Trading Day immediately following the effective date of such Make-WholeFundamental Change).

47



(ii) a Make-Whole Fundamental Change described in clause (ii) of the definition of "Make-WholeFundamental Change" if the Conversion Notice for such Notes is received by the Conversion Agent during the periodbeginning on, and including, the Redemption Notice Date and ending on the close of business on the Business Dayimmediately preceding the Redemption Date.

(b) If a Holder converts a Note in connection with a Make-Whole Fundamental Change, the Company will settlesuch conversion by delivering Conversion Consideration in accordance with Section 7.02; provided, however, thatnotwithstanding anything to the contrary in Section 7.02 hereof, if a Holder converts a Note in connection with a Make-WholeFundamental Change described in clause (ii) of the definition of Fundamental Change in which the holders of the CommonStock receive only cash in consideration for their shares of Common Stock, the Company will settle such conversion bydelivering to such Holder, on the third Business Day immediately following the Conversion Date for such Note, an amount ofcash, for each $1,000 principal amount of such Note converted, equal to the product of (i) the Conversion Rate on theConversion Date applicable to such Note (including any Additional Shares added to such Conversion Rate pursuant to thisSection 7.03) and (ii) the Stock Price for such Make-Whole Fundamental Change.

No later than one Business Day immediately after the effective date of a Make-Whole Fundamental Change described inclause (i) of the definition of Make-Whole Fundamental Change contained in this Section 7.03, the Company will notify theHolders of such effective date, in accordance with Section 12.07, and issue a press release announcing such effective date.

(c) The number of Additional Shares by which the Conversion Rate will be increased if a Holder converts a Notein connection with a Make-Whole Fundamental Change will be determined by reference to the table below, and will be basedon the Make-Whole Fundamental Change Effective Date and the price (the "Stock Price") paid (or deemed to be paid) pershare of Common Stock in the Make-Whole Fundamental Change. For any Make-Whole Fundamental Change, the "Make-Whole Fundamental Change Effective Date" will mean, (i) if such Make-Whole Fundamental Change is of the typedescribed in clause (i) of the definition of Make-Whole Fundamental Change contained in this Section 7.03, the date on whichsuch Make-Whole Fundamental Change occurs or becomes effective, and (ii) if such Make-Whole Fundamental Change is ofthe type described in clause (ii) of the definition of Make-Whole Fundamental Change contained in this Section 7.03, theapplicable Redemption Notice Date.

(d) The Stock Prices set forth in the first row (i.e., the column headers) of the table below will be adjusted oneach date on which the Conversion Rate must be adjusted pursuant to Section 7.04. The adjusted Stock Prices will equal theStock Prices in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is theConversion Rate in effect immediately prior to the adjustment giving rise to the share price adjustment, and (ii) thedenominator of which is the Conversion Rate in effect immediately after the adjustment. The numbers of Additional Shares setforth in the table below will be adjusted in the same manner, at the same time and for the same events for which the ConversionRate is adjusted pursuant to Section 7.04.

(e) The following table sets forth hypothetical Make-Whole Fundamental Change Effective Dates, Stock Pricesand the number of Additional Shares by which the Conversion Rate will be increased per $1,000 principal amount of Notes fora Holder that converts a Note in

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connection with a Make-Whole Fundamental Change having such Make-Whole Fundamental Change Effective Date and StockPrice:

Stock PriceEffective Date $12.20 $13.50 $14.95 $18.00 $20.92 $25.00 $30.00 $35.00 $45.00 $60.00December 19, 2016 15.0551 15.0551 15.0551 11.1769 8.4130 5.8840 4.0647 2.8680 1.5080 0.5097December 15, 2017 15.0551 15.0551 14.8338 10.2602 7.5622 5.1640 3.5113 2.4480 1.2791 0.4330December 15, 2018 15.0551 15.0551 13.6298 9.0269 6.4341 4.2360 2.8147 1.9337 1.0124 0.3497December 15, 2019 15.0551 15.0551 11.8439 7.2602 4.8758 3.0200 1.9513 1.3280 0.7191 0.2730December 15, 2020 15.0551 12.7621 8.9542 4.5713 2.6817 1.4840 0.9680 0.6823 0.4258 0.2047December 15, 2021 15.0551 7.1620 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000

(f) If the Stock Price and/or Make-Whole Fundamental Change Effective Date for a Make-Whole FundamentalChange are not set forth in the table above, then:

(i) if the Stock Price is between two Stock Prices in the table or the Make-Whole Fundamental ChangeEffective Date is between two Make-Whole Fundamental Change Effective Dates in the table, the number ofAdditional Shares by which the Conversion Rate will be increased for a Holder that converts a Note in connectionwith such Make-Whole Fundamental Change will be determined by a straight-line interpolation between the numbersof Additional Shares set forth for the higher and lower Stock Prices listed in the table and the earlier and later Make-Whole Fundamental Change Effective Dates listed in the table, as applicable, based on a 365- or 366-day year, asapplicable;

(ii) if the Stock Price is greater than $60.00 per share, subject to adjustment in the same manner as theStock Prices set forth in the column headings of the table, no Additional Shares will be added to the Conversion Rate;and

(iii) if the Stock Price is less than $12.20 per share, subject to adjustment in the same manner as theStock Prices set forth in the column headings of the table, no Additional Shares will be added to the Conversion Rate.

Notwithstanding the foregoing, in no event will the Conversion Rate be increased as a result of this Section 7.03 to exceed81.9671 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment in the same manner, at the same time andfor the same events for which the Conversion Rate must be adjusted as set forth in Section 7.04.

(g) Nothing in this Section 7.03 shall prevent an adjustment to the Conversion Rate pursuant to Section 7.04 inrespect of a Make-Whole Fundamental Change.

Section 7.04 Adjustment of Conversion Rate. The Company will adjust the Conversion Rate from time to time as described inthis Section 7.04, except that the Company will not make an adjustment to the Conversion Rate if each Holder participates (other than ina share split or share combination), at the same time and upon the same terms as holders of the Common Stock, and solely as a result ofholding the Notes, in the relevant transaction described in this Section 7.04 without having to convert its Notes and as if it held numberof shares of the Common Stock equal to the product of (i) the Conversion Rate in effect on the applicable record date, Effective Date orexpiration date, and (ii) the aggregate principal amount of Notes held by such Holder (express in thousands) on such date, rounded up tothe nearest whole number.

(a) If the Company exclusively issues to all or substantially all holders of the Common Stock shares of CommonStock as a dividend or distribution on shares of the

49



outstanding Common Stock, or if the Company effects a share split of the Common Stock or a share combination of theCommon Stock, the Conversion Rate will be adjusted based on the following formula:

OS1CR1 = CR0 x ---------

OS0

where

CR0 = the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend ordistribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, asapplicable;

CR1 = the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or the open of business onsuch Effective Date, as applicable;

OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date orEffective Date, as applicable; and

OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share splitor share combination.

If any dividend, distribution, share split or share combination of the type described in this Section 7.04(a) is declared, but not so paid ormade, the Conversion Rate will be immediately readjusted, effective as of the date the Board of Directors determines not to pay suchdividend or distribution or to effect such share split or share combination, to the Conversion Rate that would then be in effect if suchdividend, distribution, share split or share combination had not been declared or announced.

(b) If the Company issues, to all or substantially all holders of its outstanding Common Stock, rights, options orwarrants entitling such holders, for a period of not more than 60 calendar days after the record date of such issuance, tosubscribe for, or purchase, shares of Common Stock, at a price per share less than the average of the Last Reported Sale Pricesof the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediatelypreceding the date of announcement of such issuance, the Conversion Rate will be increased based on the following formula:

(OS0 + X)CR1 = CR0 x ------------

(OS0 + Y)

where,

CR0 = the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance;

CR1 = the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;

OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date;

X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and

50



Y = the number of shares of Common Stock equal to the quotient of (i) the aggregate price payable to exercise such rights, optionsor warrants, over (ii) the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Dayperiod ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of suchrights, options or warrants.

To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, includingbecause the issued rights, options or warrants were not exercised, the Conversion Rate will be readjusted to the Conversion Rate thatwould then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis ofdelivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so issued, theConversion Rate will be readjusted to the Conversion Rate that would then be in effect if the Ex-Dividend Date for such issuance hadnot occurred.

For purposes of this Section 7.04(b), in determining whether any rights, options or warrants entitle holders of the CommonStock to subscribe for, or purchase, shares of Common Stock at a price per share less than the average of the Last Reported Sale Pricesof Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the dateof announcement for an issuance, and in determining the aggregate price payable to exercise such rights, options or warrants, there willbe taken into account any consideration received by the Company for such rights, options or warrants and any amount payable onexercise thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors.

(c) If the Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets orproperty of the Company, or rights, options or warrants to acquire Capital Stock of the Company or other securities, to all orsubstantially all holders of the Common Stock, excluding:

(i) dividends, distributions, rights, options or warrants for which an adjustment was effected pursuant toSection 7.04(a) or Section 7.04(b), as applicable;

(ii) dividends or distributions paid exclusively in cash for which an adjustment was effected pursuant toSection 7.04(d); and

(iii) Spin-Offs for which the provisions set forth in this Section 7.04(c) hereof shall apply, then theConversion Rate will be increased based on the following formula:

SP0CR1 = CR0 x ---------------

(SP0 – FMV)

where,

CR0 = the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;


SP0 = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on,and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and

51



FMV = the fair market value (as determined by the Board of Directors) of the shares of Capital Stock, evidences of indebtedness,assets, property, rights, options or warrants distributed with respect to each outstanding share of Common Stock on the Ex-Dividend Date for such distribution.

Notwithstanding the foregoing, if "FMV" (as defined above) is equal to or greater than the "SP0" (as defined above), in lieu ofthe foregoing increase, each Holder will receive, for each $1,000 principal amount of Notes held on the record date for the distribution,at the same time and upon the same terms as holders of the Common Stock, the amount and kind of shares of Capital Stock, evidencesof indebtedness, assets or property, rights, options or warrants or other securities that such Holder would have received if such Holderhad owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date for such distribution.

If such distribution is not so paid or made, or if any rights, options or warrants are not exercised before their expiration date,the Conversion Rate will be readjusted to be the Conversion Rate that would then be in effect if such distribution had not been declared.

With respect to an adjustment pursuant to this Section 7.04(c) where there has been a payment of a dividend or otherdistribution on the Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to anAffiliate, a Subsidiary or other business unit of the Company, and such Capital Stock or similar equity interest is listed or quoted (or willbe listed or quoted upon the consummation of the transaction) on a national securities exchange or a reasonably comparable non-U.S.equivalent (a "Spin-Off"), the Conversion Rate will be increased based on the following formula:

(FMV0 + MP0)CR1 = CR0 x -------------------

MP0

where,

CR0 = the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such Spin-Off;


FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of theCommon Stock applicable to one share of Common Stock (determined for purposes of the definition of Last Reported SalePrice as if such Capital Stock or similar equity interest were the Common Stock) over the first 10 consecutive Trading Dayperiod after, and including, the Ex-Dividend Date of the Spin-Off (the "Valuation Period"); and

MP0 = the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.

The adjustment to the Conversion Rate under this Section 7.04(c) will be calculated as of the close of business on the last Trading Dayof the Valuation Period but will be given effect as of immediately after the open of business on the Ex-Dividend Date of the Spin-Off,with retroactive effect. The Company shall delay the settlement of any conversion of Notes where the Conversion Date (in the case ofPhysical Settlement) or any Trading Day of the applicable Observation Period (in the case of Cash Settlement or CombinationSettlement) occurs during the Valuation Period until the third Business Day after the last day of the Valuation Period. If any distributionof the type described in this Section 7.04(c) is declared but

52



not so made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not tomake such distribution, to the Conversion Rate that would then be in effect if such distribution had not been declared.

For the purposes of this Section 7.04(c) and subsections (a) and (b) of this Section 7.04, any dividend or distribution to whichthis Section 7.04(c) applies and which dividend or distribution also includes one or both of:

(A) a dividend or distribution of shares of Common Stock to which Section 7.04(a) hereof applies (a"Clause A Distribution"); or

(B) a dividend or distribution of rights, options or warrants to which Section 7.04(b) hereof applies (a"Clause B Distribution")

(any such distribution, a "Multi-Clause Distribution"), then (i) the portion of such Multi-Clause Distribution that is not a Clause ADistribution or a Clause B Distribution will be deemed to be a dividend or distribution to which this Section 7.04(c) applies (a "ClauseC Distribution"), and any Conversion Rate adjustment required by this Section 7.04(c) with respect to such Clause C Distribution willbe made without considering any shares of Common Stock, if any, issuable as part of the portion of such Multi-Clause Distribution thatis a Clause A Distribution or a Clause B Distribution, as applicable, (ii) the portion of such Multi-Clause Distribution that is a Clause BDistribution, if any, will be deemed to be distributed immediately following the Clause C Distribution, and any Conversion Rateadjustment required by Section 7.04(b) hereof with respect to such Clause B Distribution will be made, with any shares of CommonStock issuable as part of the portion of such Multi-Clause Distribution that is a Clause C Distribution deemed to be "outstandingimmediately prior to the open of business on such Ex-Dividend Date" for the purposes of making such adjustment and (iii) the portionof such Multi-Clause Distribution that is a Clause A Distribution, if any, will be deemed to be distributed immediately following theClause B Distribution or Clause C Distribution, as the case may be, and any Conversion Rate adjustment required by Section 7.04(a)hereof with respect to such Clause A Distribution will be made, with any shares of Common Stock issuable as part of the portion ofsuch Multi-Clause Distribution that is either a Clause C Distribution or a Clause B Distribution deemed to be "outstanding immediatelyprior to the open of business on such Ex-Dividend Date or Effective Date" for the purposes of making such adjustment.

(d) If any cash dividend or distribution (other than a distribution as to which an adjustment to the ConversionRate was effected pursuant to Section 7.04(e), and other than a regular, quarterly cash dividend that does not exceed $0.02 pershare per quarter (the "Dividend Threshold," which Dividend Threshold shall be subject to adjustment as set forth below inthis Section 7.04(d) is made to all or substantially all holders of the Common Stock, the Conversion Rate will be increasedbased on the following formula:

(SP0 - T)CR1 = CR0 x -----------

(SP0 - C)

where

CR0 = the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend ordistribution;

CR1 = the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend ordistribution;

53



SP0 = the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for suchdividend or distribution;

T = the Dividend Threshold; provided, however, that if the dividend or distribution is not a regular quarterly cash dividend, thenthe Dividend Threshold will be deemed to be zero (0); and

C = the amount in cash per share the Company distributes to holders of Common Stock.

The Dividend Threshold shall be adjusted in a manner inversely proportional to adjustments to the Conversion Rate; provided, however,that no adjustment will be made to the Dividend Threshold for any adjustment to the Conversion Rate pursuant to this Section 7.04(d).

Notwithstanding the foregoing, if "C" (as defined above) is equal to or greater than "SP0" (as defined above), in lieu of theforegoing increase, each Holder will receive, for each $1,000 principal amount of Notes held on the record date for such cash dividendor distribution, at the same time and upon the same terms as holders of the Common Stock, the amount of cash that such Holder wouldhave received if such Holder had owned a number of shares of Common Stock equal to the Conversion Rate in effect on such recorddate. If any such dividend or distribution is declared but not so paid or made, the Conversion Rate will be readjusted to the ConversionRate that would then be in effect if such dividend or distribution had not been declared.

(e) If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer forthe Common Stock, to the extent that the cash and value of any other consideration included in the payment per share ofCommon Stock exceeds the Last Reported Sale Price of the Common Stock on the Trading Day next succeeding the last dateon which tenders or exchanges may be made pursuant to such tender offer or exchange offer (as it may be amended), theConversion Rate will be increased based on the following formula:

AC + (SP1 x OS1)CR1 = CR0 x ----------------------

(OS0 x SP1)

where

CR0 = the Conversion Rate in effect immediately prior to the Expiration Time;

CR1 = the Conversion Rate in effect immediately after the Expiration Time;

AC = the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable forshares purchased in such tender or exchange offer;

OS0 = the number of shares of Common Stock outstanding immediately prior to the time (the "Expiration Time") on the date suchtender or exchange offer expires (prior to giving effect to the purchase of all shares accepted for purchase or exchange in suchtender or exchange offer);

OS1 = the number of shares of Common Stock outstanding immediately after the Expiration Time (after giving effect to the purchaseof all shares accepted for purchase or exchange in such tender or exchange offer); and

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SP1 = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period (the"Averaging Period") commencing on the Trading Day next succeeding the date such tender or exchange offer expires.

The adjustment to the Conversion Rate pursuant to this Section 7.04(e) will be calculated as of the close of business on the last TradingDay of the Averaging Period but will be given effect as of immediately after the Expiration Time, with retroactive effect. The Companyshall delay the settlement of any conversion of Notes where the Conversion Date (in the case of Physical Settlement) or any TradingDay of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the AveragingPeriod until the third Business Day after the last day of the Averaging Period.

In the event that the Company or one of its Subsidiaries is obligated to purchase shares of Common Stock pursuant to any suchtender offer or exchange offer, but the Company or such Subsidiary is permanently prevented by applicable law from effecting any suchpurchases, or all such purchases are rescinded, then the Conversion Rate shall again be adjusted to be the Conversion Rate that wouldthen be in effect if such tender offer or exchange offer had not been made.

(f) After an adjustment to the Conversion Rate under this Article 7, any subsequent event requiring anadjustment under this Article 7 will cause an adjustment to the Conversion Rate as so adjusted, without duplication.

(g) If a Holder converts a Note and, as of the Conversion Date for such Note, any distribution or transaction thatrequires an adjustment to the Conversion Rate pursuant to Section 7.04(a) through (e) hereof has occurred but has not yetresulted in an adjustment to the Conversion Rate and the shares of Common Stock, if any, that such Holder will receive uponsettlement of its converted Note are not entitled to participate in the relevant distribution or transaction (because they were notheld on a related record date or otherwise), then the Company will adjust the number of shares of Common Stock that itdelivers to such Holder to reflect the relevant distribution or transaction.

(h) Notwithstanding anything to the contrary herein or in the Notes, if a Conversion Rate adjustment becomeseffective on any Ex-Dividend Date pursuant to Section 7.04(a), and a Holder that has converted its Notes on or after such Ex-Dividend Date and on or prior to the related record date would be treated, on such record date, as the record holder of theshares of Common Stock, if any, issuable upon such conversion based on an adjusted Conversion Rate for such Ex-DividendDate, then the Conversion Rate adjustment relating to such Ex-Dividend Date will not be made for such converting holder.Instead, such Holder will be treated as if such Holder were, as of such record date, the record owner of such shares of CommonStock on an unadjusted basis and will participate in the related dividend, distribution or other event giving rise to suchadjustment.

(i) In addition to those adjustments required by clauses (a), (b), (c), (d) and (e) of this Section 7.04, and to theextent permitted by the applicable rules of the New York Stock Exchange or any other securities exchange on which securitiesof the Company are then listed, the Company may, from time to time, to the extent permitted by law, increase the ConversionRate by any amount if (i) the Board of Directors determines that such increase is in the best interest of the Company, (ii) suchincrease is in effect for a period of at least 20 Business Days, and (iii) during such period, such increase is irrevocable. Inaddition, and subject to the same limitations, the Company may (but is not required to) increase the Conversion Rate if theBoard of Directors determines that such increase is advisable to avoid, or diminish, any income tax imposed on holders of theCommon Stock or rights to purchase the Common Stock as a result of

55



any dividend or distribution of shares (or rights to acquire shares) or similar event treated as such for U.S. federal income taxpurposes. Whenever the Board of Directors determines that the Company will increase the Conversion Rate pursuant to thisSection 7.04(i), the Company will mail to each Holder notice of such increase at least 15 Business Days before such increasewill take effect, which notice will state the increase to be made and the period during which such increase will be in effect.

(j) All adjustments to the Conversion Rate under this Article 7 will be made to the nearest cent or to the nearest1/10,000th of a share, as the case may be, with 5/100,000ths rounded upward. The Company may defer any adjustment to theConversion Rate unless such adjustment would increase or decrease the Conversion Rate by at least 1% of the Conversion Ratein effect at the time the Company would otherwise be required to make such adjustment; provided, however, that if theCompany defers an adjustment pursuant to this Section 7.04(j), then the Company must carry forward such adjustment and takeit into account in any future adjustment. Notwithstanding the foregoing, (i) on each Conversion Date (in the case of PhysicalSettlement) or on each Trading Day of any Observation Period (in the case of Cash Settlement or Combination Settlement), (ii)on the occurrence of any Fundamental Change or Make-Whole Fundamental Change and (iii) on every one-year anniversary ofthe Issue Date, the Company will give effect to all Conversion Rate adjustments that have otherwise been deferred pursuant tothis Section 7.04(j), and such adjustments will no longer be carried forward and taken into account in any future adjustment.

(k) For purposes of this Section 7.04, (1) the number of shares outstanding at any time will include sharesissuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock, but, (2) so long as the Companydoes not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company, will notinclude shares of Common Stock held in the treasury of the Company.

(l) For purposes of this Article 7, the term "Ex-Dividend Date" will mean the first date on which the shares ofthe Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive theissuance, dividend or distribution in question.

Section 7.05 Adjustments of Prices. Whenever any provision of the Indenture requires the calculation of the Last ReportedSale Price or a function thereof over a period of multiple days (including any Observation Period and the Stock Price for purposes of aMake-Whole Fundamental Change), the Company will make appropriate adjustments to the Last Reported Sale Price or such functionthereof to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to theConversion Rate where the Ex-Dividend date, Effective Date or expiration date of the event occurs, at any time during such period.

Section 7.06 Shares To Be Fully Reserved. The Company shall reserve, out of its authorized but unissued shares that are notreserved for other purposes, sufficient shares of Common Stock to provide for conversion of the Notes from time to time as such Notesare presented for conversion (assuming that at the time of computation of such number of shares, all such Notes would be converted bya single Holder of the Notes, and including the maximum number of Additional Shares that could be included in the Conversion Ratefor a conversion in connection with a Make-Whole Fundamental Change).

Section 7.07 Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale.

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(a) In the case of:

(i) any recapitalization, reclassification or change of the Common Stock (other than changes resultingfrom a subdivision or combination or change only in par value or from par value to no par value or no par value to parvalue);

(ii) any consolidation, merger or combination involving the Company;

(iii) any sale, lease or other transfer to a third party of the consolidated assets of the Company and itsSubsidiaries substantially as an entirety; or

(iv) any statutory share exchange,

and, in each case, as a result of which the Common Stock would be converted into, or exchanged for, or represent solely the right toreceive, stock, other securities, other property or assets (including cash or any combination thereof) (such stock, other securities, otherproperty or assets, the "Reference Property," and the amount and kind of Reference Property that a holder of one share of CommonStock would be entitled to receive on account of such transaction, a "Reference Property Unit"), then, notwithstanding anything to thecontrary herein or in the Notes, (I) at the effective time of such transaction, the Conversion Consideration due upon conversion of anyNotes, and the conditions to any such conversion, will be determined in the same manner as if each reference to any number of shares ofCommon Stock in this Article 7 were instead a reference to the same number of Reference Property Units; and (II) if such ReferenceProperty Unit consists entirely of cash, then the Company will be deemed to elect Cash Settlement in respect of all conversions whoseConversion Date occurs on or after the effective date of the Merger Event and shall pay the cash due upon such conversions no laterthan the third Business Day after the relevant Conversion Date. For these purposes, the Daily VWAP or Last Reported Sale Price of anyReference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference PropertyUnit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, theface amount thereof). An event requiring a change to the Conversion Consideration as provided in the immediately preceding sentenceis herein referred to as a "Merger Event," and the resulting, surviving or transferee Person (if other than the Company) of such MergerEvent is the Successor Person. At or before the effective date of such Merger Event, the Company and such Successor Person willexecute and deliver to the Trustee a supplemental indenture pursuant to Article 6 hereof, which supplemental indenture will (i) providefor subsequent conversions of Notes in the manner set forth in the first sentence of this Section 7.07(a); and (ii) provide for subsequentadjustments to the Conversion Rate pursuant to Section 7.04 in a manner that would have an economic effect on the Holders as nearlyequivalent as practicable to the economic effect the adjustments provided by Section 7.04 hereof would have had on the Holders but forsuch Merger Event.

If the Reference Property consists of more than a single type of consideration (determined based in part upon any form ofshareholder election), then the composition of the Reference Property Unit will be deemed to be the weighted average, per share ofCommon Stock, of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such anelection. The Company shall notify Holders of the weighted average as soon as practicable after such determination is made.

If the Reference Property Unit for a Merger Event includes shares of stock or other securities or assets of a Person other thanthe Successor Person for such Merger Event, then such other company will also execute such supplemental indenture and suchsupplemental indenture will contain whatever additional provisions the Board of Directors considers to be reasonably necessary toprotect the Holders and to calculate the value of a Reference Property Unit.

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(b) As soon as practicable upon learning the anticipated or actual effective date of any Merger Event, theCompany will deliver written notice of such Merger Event to each Holder and the Trustee. Such notice will include:

(i) a brief description of such Merger Event;

(ii) the Conversion Rate in effect on the date the Company delivers such notice;

(iii) the anticipated effective date for the Merger Event;

(iv) that, on and after the effective date for the Merger Event, the Notes will be convertible intoReference Property Units and cash in lieu of fractional Reference Property Units; and

(v) the composition of the Reference Property Unit for such Merger Event.

As promptly as practicable after executing a supplemental indenture in accordance with Section 7.07(a), the Company will:

(i) file with the Trustee an Officers' Certificate briefly describing the reasons therefor, the compositionof the Reference Property Unit for such Merger Event, any adjustment to be made with respect thereto and that allconditions precedent under this Indenture to such Merger Event have been complied with; and

(ii) cause to be sent to each Holder a notice of the execution of such supplemental indenture and thecomposition of the Reference Property Unit for such Merger Event; provided, that the failure to deliver such notice toany Holder will not affect the validity or legality of such supplemental indenture.

(c) If more than one Merger Event occurs, this Section 7.07 will apply successively to each Merger Event.

Section 7.08 Certain Covenants.

(a) The Company will not become a party to any Merger Event unless its terms are consistent with Section 7.07.

(b) The Company covenants that all shares of Common Stock issued upon conversion of Notes, if any, will befully paid and non-assessable by the Company and free from preemptive rights and all taxes, liens and charges with respect tothe issue thereof.

(c) The Company covenants that, if any shares of Common Stock to be provided for the purpose of conversionof Notes hereunder require registration with or approval of any governmental authority under any federal or state law beforesuch shares may be validly issued upon conversion (other than solely as a result of the status of the converting Holder as anaffiliate of the Company), the Company will secure such registration or approval, as the case may be.

(d) The Company further covenants that, if at any time the Common Stock shall be listed on any nationalsecurities exchange or automated quotation system, the Company shall list

58



and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, anyCommon Stock issuable upon conversion of the Notes.

Section 7.09 No Responsibility of Trustee or Conversion Agent. The Trustee and the Conversion Agent will not have any dutyor responsibility to any Holder to determine whether any facts exist that require an adjustment of the Conversion Rate, or with respect tothe nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same.Neither the Trustee nor the Conversion Agent will be responsible for any failure of the Company to deliver the ConversionConsideration due upon the surrender of any Notes for the purpose of conversion or to comply with any of the duties, responsibilities orcovenants of the Company contained in this Article 7. Without limiting the generality of the foregoing, neither the Trustee nor theConversion Agent will be under any responsibility to determine the correctness of any provisions contained in any supplementalindenture entered into pursuant to Section 7.07 hereof, including with respect to the calculation of the amount of ConversionConsideration receivable by Holders upon the conversion of their Notes after any Merger Event, and each, subject to the provisions ofArticle 11, may accept as conclusive evidence of the correctness of any such provisions, and will be protected in relying upon, theOfficers' Certificate (which the Company will be obligated to file with the Trustee prior to the execution of any such supplementalindenture) with respect thereto. For the avoidance of doubt, neither the Trustee nor the Conversion Agent shall have any duty to monitorthe Company's actions with respect to any conversion.

Section 7.10 Notice to Holders Prior to Certain Actions.

(a) Upon the public announcement of any event that will require the Company to make an adjustment to theConversion Rate pursuant to Section 7.04, the Company will deliver to each Holder a written notice, which notice will include(i) a brief description of such event, (ii) the date on which the Company anticipates that such event will occur, (iii) the date onwhich the Company anticipates that the adjustment to the Conversion Rate will become effective, and (iv) if any record date,expiration date, Ex-Dividend Date or Effective Date is applicable to such event, such record date, expiration date, Ex-DividendDate or Effective Date. Neither the failure to give such notice, nor any defect therein, will affect the legality or validity of suchaction by the Company.

(b) Whenever the Company adjusts the Conversion Rate pursuant to Section 7.04, the Company will promptlydeliver to each Holder a written notice, which notice will include (i) a brief description of the event requiring adjustment to theConversion Rate pursuant to Section 7.04, (ii) the effective time of such adjustment, (iii) the Conversion Rate in effectimmediately after such adjustment is made and (iv) a schedule explaining, in reasonable detail, how the Company calculatedsuch adjustment. On the same day the Company delivers such notice to each Holder, the Company will deliver to the Trustee,the Paying Agent and the Conversion Agent an Officers' Certificate that includes all of the information contained in suchnotice, which Officers' Certificate each of the Trustee, the Paying Agent and the Conversion Agent may treat as conclusiveevidence that the adjustment specified in such Officers' Certificate is correct and will be in effect as of the effective timespecified in such Officers' Certificate. The failure to deliver such notice will not affect the legality or validity of any suchadjustment.

Section 7.11 Stockholder Rights Plans. To the extent that the Company has a rights plan in effect when a Holder converts aNote, the Company will deliver to such Holder, in addition to any shares of Common Stock otherwise issuable to such Holder uponconversion of such Note, any rights that, under the rights plan, would be applicable to a share of Common Stock, unless prior to theConversion Date for such Note, the rights have separated from the Common Stock, in which case, and only in such case, the ConversionRate will be adjusted pursuant to the first formula in Section 7.04(c) as if, at the time of such

59



separation, the Company had distributed to all holders of the Common Stock shares of its Capital Stock, evidences of its indebtedness,other assets or property of the Company or rights, options or warrants to acquire its Capital Stock, subject to readjustment in the eventof the expiration, termination or redemption of such rights.

Section 7.12 Restrictions On Adjustments.

(a) Except as a result of a reverse share split, share combination subject to Section 7.04(a), and except forreadjustments pursuant to the last paragraph of Section 7.04(a), readjustments pursuant to the penultimate paragraph of Section7.04(b), readjustments pursuant to both the third paragraph and penultimate paragraph of Section 7.04(c) and readjustmentspursuant to the last paragraph of Section 7.04(d) in no event will the Conversion Rate be adjusted downward pursuant toSection 7.04(a), (b), (c), (e) or (e). In addition, notwithstanding anything to the contrary elsewhere in this Indenture, theConversion Rate will not be adjusted:

(1) upon the issuance of shares of Common Stock pursuant to any present or future plan of the Companyproviding for the reinvestment of dividends or interest payable on the Company's securities and theinvestment of additional optional amounts in shares of Common Stock under any plan;

(2) upon the issuance of shares of Common Stock or options, warrants or rights to purchase shares of CommonStock pursuant to any present or future employee, director or consultant benefit plan or program of, orassumed by, the Company or any of its Subsidiaries;

(3) upon the issuance of shares of Common Stock pursuant to any option, warrant or right or exercisable,exchangeable or convertible security not described in clause (2) above and outstanding as of the date theNotes were first issued;

(4) for a change in the par value of the Common Stock; or

(5) for accrued and unpaid interest.

(b) To the extent that the Notes become convertible into the right to receive only cash in accordance with theprovision of Section 7.07, no adjustment need be made thereafter as to the amount of cash to be received.

ARTICLE 8.REPURCHASE AT THE OPTION OF THE HOLDERS

Section 8.01 Purchase at Option of Holders upon a Fundamental Change.

(a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder will have the right torequire the Company to repurchase all of its Notes or any portion of its Notes in principal amount equal to $1,000 or an integralmultiple of $1,000 in excess thereof on the date (the "Fundamental Change Repurchase Date") specified by the Companythat is not less than 20 nor more than 35 Business Days following the date of the Fundamental Change Notice (or, if theCompany fails to specify a Fundamental Change Repurchase Date, the 35th Business Day following the date of theFundamental Change Notice, without prejudice to any rights or remedies Holders may have on account of such failure) at apurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to,

60



but excluding, the Fundamental Change Repurchase Date (the "Fundamental Change Repurchase Price"); provided,however, that if the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the InterestPayment Date to which such Regular Record Date relates, then the Company shall instead pay the full amount of accrued andunpaid interest to the Holder of record as of the close of business on such Regular Record Date, and the Fundamental ChangeRepurchase Price shall not include such accrued and unpaid interest.

(b) Purchases of Notes under this Section 8.01(b) shall be made, at the option of the Holder thereof, upon:

(i) delivery to the Paying Agent by a Holder of a duly completed notice (the "Fundamental ChangeRepurchase Notice") in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A on orbefore the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date,subject to extension to comply with applicable law; and

(ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after deliveryof the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at theCorporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, incompliance with the Applicable Procedures, on or before the close of business on the Business Day immediatelypreceding the Fundamental Change Repurchase Date, subject to extension to comply with applicable law.

The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state:

(i) if such Note is to be repurchased in part, the principal amount of such Note to be repurchased, whichprincipal amount must equal $1,000 or an integral multiple of $1,000 in excess thereof;

(ii) that such Note will be repurchased by the Company pursuant to the provisions of this Article 8hereof; and

(iii) if such Note is a Physical Note, the certificate number of such Note. provided, however, that if theNotes are Global Notes, the Fundamental Change Repurchase Notice must comply with the Applicable Procedures.

(c) On or before the 10th calendar day after the occurrence of a Fundamental Change, the Company shallprovide to all Holders of the Notes (and to any beneficial owners of a Global Note, as required by applicable law) and theTrustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a written notice (the "FundamentalChange Notice") of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders of theNotes arising as a result thereof. Simultaneously with mailing of any Fundamental Change Notice to the Holders, the Trusteeand the Paying Agent, the Company will issue a press release and publish a notice containing the same information as theFundamental Change Notice on its website or through such other public medium as the Company may use at such time. EachFundamental Change Notice shall specify:

(i) briefly, the events causing such Fundamental Change;

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(ii) the effective date of such Fundamental Change;

(iii) the last date on which a Holder may exercise its right to require the Company to repurchase itsNotes as a result of such Fundamental Change under this Article 8;

(iv) the procedures that a Holder must follow to require the Company to repurchase a Note;

(v) the Fundamental Change Repurchase Price for each $1,000 principal amount of Notes for suchFundamental Change;

(vi) the Fundamental Change Repurchase Date for such Fundamental Change;

(vii) that the Fundamental Change Repurchase Price for any Note for which a Fundamental ChangeRepurchase Notice has been duly tendered and not validly withdrawn will be paid promptly following the later of theFundamental Change Repurchase Date and the time such Note is surrendered for repurchase;

(viii) the name and address of the Paying Agent and of the Conversion Agent;

(ix) the Conversion Rate in effect on the date of the Fundamental Change Notice for such FundamentalChange and the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date ofsuch Fundamental Change Notice;

(x) any adjustments that will be made to the Conversion Rate as a result of such Fundamental Change,including any Additional Shares by which the Conversion Rate will be increased pursuant to Section 7.03 for a Holderthat converts a Note "in connection with" such Fundamental Change;

(xi) that any Notes with respect to which a Fundamental Change Repurchase Notice has been deliveredby a Holder may be converted only if such Holder withdraws such Fundamental Change Repurchase Notice inaccordance with the terms of this Indenture or to the extent any portion of such Notes are not subject to suchFundamental Change Repurchase Notice;

(xii) the procedures for withdrawing a Fundamental Change Repurchase Notice;

(xiii) that if a Note or portion of a Note is subject to a validly delivered Fundamental Change RepurchaseNotice, unless the Company defaults in paying the Fundamental Change Repurchase Price for such Note or portion ofa Note, interest, if any, on such Note or portion of a Note will cease to accrue on and after the Fundamental ChangeRepurchase Date; and

(xiv) the CUSIP and ISIN number(s) of the Notes.

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If any Holder validly delivers to the Paying Agent a Fundamental Change Repurchase Notice with respect to a Note or anyportion of a Note, the Paying Agent will promptly deliver to the Company a copy of such Fundamental Change Repurchase Notice.

Unless and until the Paying Agent receives a validly endorsed and delivered Fundamental Change Repurchase Notice withrespect to a Note, together with such Note, in a form that conforms in all material aspects with the description contained in suchFundamental Change Repurchase Notice, the Holder submitting the Notes will not be entitled to receive the Fundamental ChangeRepurchase Price for such Note.

Notwithstanding anything provided elsewhere in this Indenture, neither the failure of the Company to deliver a FundamentalChange Notice nor a defect in a Fundamental Change Notice delivered by the Company will limit the repurchase rights of any Holderunder this Article 8 or impair or otherwise affect the validity of any proceedings relating to the repurchase of any Note pursuant to thisArticle 8.

(d) Notwithstanding the foregoing, the Company will not purchase any Notes under this Article 8 if, as of theFundamental Change Repurchase Date, the principal amount of the Notes has been accelerated, such acceleration has not beenrescinded and such acceleration did not result from a Default that would be cured by the Company's payment of theFundamental Change Repurchase Price.

(e) If, on any Fundamental Change Repurchase Date, (i) a Fundamental Change Repurchase Notice for a Notehas been validly tendered in accordance with this Section 8.01 and has not been validly withdrawn in accordance with Section8.01(g) hereof, and (ii) pursuant to Section 8.01(d), the Company is not permitted to purchase Notes, the Paying Agent, uponreceipt of written notice from the Company stating that the Company, pursuant to Section 8.01(d), is not permitted to purchaseNotes, will deem such Fundamental Change Repurchase Notice withdrawn.

(f) If a Holder tenders a Note for purchase pursuant to this Article 8 and, on the Fundamental ChangeRepurchase Date, pursuant to Section 8.01(d), the Company is not permitted to purchase such Note, the Paying Agent will (i) ifsuch Note is a Physical Note, return such Note to such Holder, and (ii) if such Note is held in book-entry form, in compliancewith the Applicable Procedures, deem to be cancelled any instructions for book-entry transfer of such Note.

(g) After a Holder delivers a Fundamental Change Repurchase Notice with respect to a Note, such Holder maywithdraw such Fundamental Change Repurchase Notice with respect to such Note or any portion of such Note in principalamount equal to $1,000 or an integral multiple of $1,000 in excess thereof by delivering to the Paying Agent a written notice ofwithdrawal prior to the close of business on the Business Day immediately preceding the Fundamental Change RepurchaseDate to the Paying Agent. Any such withdrawal notice must state:

(i) the principal amount of the Notes with respect to which such notice of withdrawal pertains, whichmust equal $1,000 or an integral multiple of $1,000 in excess thereof;

(ii) the principal amount of the Notes that remains subject to the original Fundamental ChangeRepurchase Notice, which portion must have a principal amount equal to $1,000 or an integral multiple of $1,000 inexcess thereof; and

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(iii) if the Notes subject to such Fundamental Change Repurchase Notice were Physical Notes, thecertificate numbers of the Notes to be withdrawn and the Notes that will remain subject to the Fundamental ChangeRepurchase Notice;

provided, however, that if the Notes are Global Notes, the withdrawal notice must comply with Applicable Procedures.

Upon receipt of a validly delivered withdrawal notice, the Paying Agent will promptly (i) if such notice pertains to a PhysicalNote or a portion of a Physical Note, return such Note or portion of a Note to such Holder, in the amount specified in such withdrawalnotice; and (ii) if such notice pertains to a beneficial interest in a Global Note, in compliance with the Applicable Procedures, deem tobe cancelled any instructions for book-entry transfer of such beneficial interest, in the amount specified in such withdrawal notice. Ifany Holder validly delivers to the Paying Agent a notice of withdrawal with respect to a Note or any portion of a Note, the PayingAgent will promptly deliver to the Company a copy of such notice of withdrawal.

Section 8.02 Effect of Fundamental Change Repurchase Notice

(a) If a Holder validly delivers to the Paying Agent a Fundamental Change Repurchase Notice (together with allnecessary endorsements) with respect to a Note, such Holder may no longer convert such Note unless and until such Holdervalidly withdraws such Fundamental Change Repurchase Notice in accordance with Section 8.02.

(b) Timing of Payment. Upon the Paying Agent's receipt of (i) a valid Fundamental Change Repurchase Notice(together with all necessary endorsements) and (ii) the Notes to which such Fundamental Change Repurchase Notice pertains,the Holder of the Notes to which such Fundamental Change Repurchase Notice pertains will be entitled, except to the extentsuch Holder has validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 8.02 to receivethe Fundamental Change Repurchase Price with respect to such Notes on the later of the following (subject to extension tocomply with applicable law) (i) the Fundamental Change Repurchase Date and (ii)(A) if such Notes are Physical Notes, thedate of delivery of such Notes to the Paying Agent, duly endorsed, or (B) if such Notes are Global Notes, the date of book-entry transfer of such Notes to the Paying Agent, or, if such later date is not a Business Day, the Business Day immediatelyfollowing such later date.

(c) Effect of Deposit. If, as of 10:00 a.m., New York City time, on the Fundamental Change Repurchase Date forany Fundamental Change, the Company, in accordance with Section 8.05, has deposited with the Paying Agent moneysufficient to pay the Fundamental Change Repurchase Price for every Note subject to a Fundamental Change RepurchaseNotice validly delivered in accordance with Section 8.01(b) and not validly withdrawn in accordance with Section 8.01(f), atthe close of business on the Fundamental Change Repurchase Date:

(i) the Notes to be repurchased will cease to be outstanding and interest will cease to accrue on suchNotes (whether or not book-entry transfer of such Notes is made or whether or not such Notes are delivered to thePaying Agent), except to the extent provided in the proviso to Section 8.01(a); and

(ii) all other rights of the Holders of such Notes with respect to such Notes (other than the right toreceive payment of the Fundamental Change Repurchase Price upon delivery or transfer of such Notes and other thanas provided in the proviso to Section 8.01(a)) will terminate.

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Section 8.03 Notes Repurchased in Whole or in Part. Any Note that is to be repurchased pursuant to this Article 8, whether inwhole or in part, shall be surrendered at the office of the Paying Agent (with due endorsement by, or a written instrument of transfer inform satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized inwriting) and, to the extent that only a part of the Note so surrendered is to be repurchased, the Company shall execute and, upon receiptof a Company Order, the Trustee shall authenticate and deliver to the Holder of such Note, without service charge, a new Note or Notes,of any authorized denomination as requested by such Holder in aggregate principal amount equal to, and in exchange for, the portion ofthe principal amount of the Note so surrendered that is not repurchased.

Section 8.04 Covenant to Comply With Securities Laws Upon Repurchase of Notes. In connection with any repurchase offerpursuant to a Fundamental Change Repurchase Notice under this Article 8, the Company will, to the extent applicable, (i) comply withRule 13e-4 and any other tender offer rules under the Exchange Act that may be applicable at the time of the offer to repurchase theNotes, (ii) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, and (iii)otherwise complywith any applicable United States federal and state securities laws so as to permit Holders to exercise their rights and obligations underSection 8.01 in the time and in the manner specified in Section 8.01(a) and Section 8.01(b).

Section 8.05 Deposit of Fundamental Change Repurchase Price. Prior to 10:00 a.m., New York City time, on theFundamental Change Repurchase Date, the Company will deposit with the Trustee or with the Paying Agent (or, if the Company or aSubsidiary or an Affiliate of either of them is acting as the Paying Agent, will segregate and hold in trust as provided herein) anamount of money (in immediately available funds if deposited on such Business Day) sufficient to pay the Fundamental ChangeRepurchase Price of all the Notes or portions thereof that are to be repurchased as of the Fundamental Change Repurchase Date.

ARTICLE 9.REDEMPTION AT THE OPTION OF THE COMPANY

Section 9.01 No Sinking Fund. No sinking fund is provided for the Notes.

Section 9.02 Right to Redeem the Notes.

(a) Prior to December 15, 2019 the Company may not redeem the Notes. On or after December 15, 2019, andprior to the Maturity Date, the Company may redeem (a "Redemption") all, but not less than all, of the Notes on theRedemption Date for an amount of cash equal to the Redemption Price for such Redemption Date if the Last Reported SalePrice of the Common Stock equals or exceeds 140% of the Conversion Price in effect on each of at least 20 Trading Daysduring the 30 consecutive Trading Day period ending on the Trading Day immediately preceding the date on which theCompany delivers the Redemption Notice for such redemption pursuant to Section 9.03 hereof.

(b) The "Redemption Price" means, for any Notes to be redeemed on a Redemption Date, a price equal to100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, on such Notes to, butexcluding, such Redemption Date; provided, however, that if a Redemption Date occurs after a Regular Record Date, but on orprior to the Interest Payment Date corresponding to such Regular Record Date, the Redemption Price for any Notes to beredeemed will equal 100% of the principal amount of such Notes, and accrued and unpaid interest, if any, on such Notes to, butexcluding, such Interest Payment Date will be

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payable, on such Interest Payment Date, to the Holder of such Notes at the close of business on such Regular Record Date.

(c) The "Redemption Date" means, for any redemption, the date specified as such on the Redemption Noticefor such redemption, which date must be a Business Day and must be not less than 45 Scheduled Trading Days, nor more than60 Scheduled Trading Days, immediately following the date on which the Company delivers such Redemption Notice.

Section 9.03 Redemption Notice. At least 45 Scheduled Trading Days but not more than 60 Scheduled Trading Days prior toany Redemption Date, the Company will send to each Holder (and to any beneficial owner of a Global Note, as required by applicablelaw) a written notice of redemption (the "Redemption Notice," and the date of such sending, the "Redemption Notice Date") and,substantially contemporaneously therewith, the Company will issue a press release announcing such redemption.

For any redemption, the Redemption Notice corresponding to such redemption will specify:

(A) briefly, a description of the Company's redemption right under this Indenture;

(B) the Redemption Price for such Redemption Date (for each $1,000 principal amount of Notes);

(C) the Redemption Date for such redemption;

(D) the name and address of the Paying Agent and of the Conversion Agent;

(E) that Notes called for redemption may be converted at any time before the close of business on theBusiness Day immediately preceding the Redemption Date;

(F) the Conversion Rate in effect on the Redemption Notice Date for such redemption and the LastReported Sale Price of the Common Stock on the Trading Day immediately preceding the Redemption Notice Date;

(G) any Additional Shares by which the Conversion Rate will be increased pursuant to Section 7.03hereof for a Holder that converts a Note "in connection with" the Company's election to redeem the Notes;

(H) that Notes must be surrendered to the Paying Agent on or before the Redemption Date to collect theRedemption Price;

(I) that, unless the Company defaults in paying the Redemption Price on the Redemption Date, interest,if any, on a Note will cease to accrue on and after the Redemption Date; and

(J) the CUSIP and ISIN number(s) of the Notes.

On any Redemption Notice Date, the Company will also furnish to the Trustee an Officers' Certificate, which Officers'Certificate will set forth the aggregate principal amount of Notes then outstanding and include a copy of the Redemption Noticedelivered by the Company on such Redemption Notice Date.

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If the Company wishes to engage the Trustee to send the Redemption Notice, to be sent in the Company's name and at itsexpense, the Company shall provide written notice to the Trustee no less than 15 Business Days (or such shorter period as agreed by theTrustee) prior to the sending of the Redemption Notice.

Section 9.04 Effect of Redemption Notice. After the Company has delivered a Redemption Notice, each Holder will have theright to receive payment of the Redemption Price for its Notes on the later of (i) the Redemption Date and (ii)(a) if the Notes arePhysical Notes, delivery of its Notes to the Paying Agent or (b) if the Notes are Global Notes, compliance with the ApplicableProcedures relating to the redemption and delivery of the beneficial interests to be redeemed to the Paying Agent; provided, however,that, until the close of business on the Business Day immediately preceding such Redemption Date, Holders may convert their Notes,regardless of whether they have been delivered to the Paying Agent for redemption, by complying with the requirements for conversionset forth in Article 7.

Section 9.05 Deposit of Redemption Price. Prior to 10:00 a.m., New York City time, on the Redemption Date, the Companywill deposit with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent,will segregate and hold in trust an amount of immediately available funds sufficient to pay the Redemption Price of all of the thenoutstanding Notes.

Section 9.06 Effect of Deposit. If, as of 10:00 a.m., New York City time, on any Redemption Date, the Company, inaccordance with Section 9.05 hereof, has deposited with the Paying Agent money sufficient to pay the Redemption Price for every Notevalidly delivered in accordance with Section 9.04 hereof (and not converted before such Redemption Date), then, at the close ofbusiness on such Redemption Date:

(a) every Note outstanding immediately prior to the close of business on such Redemption Date will cease to beoutstanding and interest, if any, on such Notes will cease to accrue (regardless of whether such Notes were delivered to thePaying Agent or book-entry transfer has been made, as applicable), except to the extent provided in the proviso to Section9.02(b); and

(b) all other rights of the Holders of such Notes with respect to such Notes (other than the right to receivepayment of the Redemption Price or, in the case of Notes surrendered for conversion in accordance with Article 7 hereof, theright to receive the Conversion Consideration due upon conversion of such Notes, and other than as provided in the proviso toSection 9.02(b)) will terminate.

Section 9.07 Covenant Not to Redeem Notes Upon Certain Events of Default.

(a) General. Notwithstanding anything to the contrary in this Article 9, the Company will not redeem any Notesunder this Article 9 if the principal amount of the Notes has been accelerated and such acceleration has not been rescinded on,or prior to, the Redemption Date (except in the case of an acceleration resulting from a default by the Company that would becured by the Company's payment of the Redemption Price for such Notes).

(b) Return of Notes. If a Holder delivers a Note for redemption pursuant to Section 9.04 and, on the RedemptionDate, pursuant to this Section 9.07, the Company is not permitted to redeem such Note, the Paying Agent will (i) if such Noteis a Physical Note, return such Note to such Holder, and (ii) if such Note is held in book-entry form, in compliance with theApplicable Procedures, deem to be cancelled any instructions for book-entry transfer of such Note.

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Section 9.08 Repayment to the Company. Subject to any applicable property laws, if, six months after the Redemption Date,any cash held by the Paying Agent remains unclaimed, the Paying Agent will promptly return such cash to the Company; provided,however, that, to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 9.05 exceeds the aggregateRedemption Price of every Note outstanding, then as soon as practicable following the Redemption Date, the Trustee will return suchexcess to the Company.

ARTICLE 10.SUCCESSOR PERSON

Section 10.01 When Company May Merge, Etc. The Company shall not consolidate with or merge with or into, or convey,transfer or lease all or substantially all of its properties and assets to, any Person (a "Successor Person") unless:

(a) the Company is the surviving corporation or the Successor Person (if other than the Company) is acorporation organized and validly existing under the laws of the Marshall Islands, England and Wales, Bermuda, the Bahamas,the United States of America, any state thereof or the District of Columbia and expressly assumes, by a supplementalindenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee the Company's obligationsunder the Notes and the Indenture;

(b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and becontinuing under the Indenture; and

(c) the Company shall have delivered to the Trustee prior to the consummation of the proposed transaction anOfficers' Certificate and an Opinion of Counsel, each stating that the proposed transaction and any related supplementalindenture comply with the Indenture and that any such supplemental indenture is the legal, valid and binding obligation of theCompany, enforceable against the Company in accordance with its terms.

Section 10.02 Successor Person Substituted. Upon any such consolidation, merger, conveyance, transfer or lease in accordancewith this Section 10.02, the Successor Person (if other than the Company) shall succeed to, and be substituted for, and may exerciseevery right and power of, the Company under this Indenture with the same effect as if such Successor Person had been named as theCompany herein and, except in the case of a conveyance, transfer or lease of all or substantially all of the Company's assets, the Personnamed as the "Company" in the first paragraph of this Indenture or any successor (other than such Successor Person) that will thereafterhave become such in the manner prescribed in this Article 10 will be released from its obligations under this Indenture and may bedissolved, wound up and liquidated at any time.

Section 10.03 Officers' Certificate and Opinion of Counsel to Be Given to Trustee. In the case of any such consolidation,merger, conveyance, transfer or lease all or substantially all of its properties and assets pursuant to Section 10.01, the Company shalldeliver to the Trustee an Officers' Certificate and an Opinion of Counsel stating that any such consolidation, merger, binding shareexchange, sale, assignment, conveyance, transfer, lease or other disposition and any such assumption and, if a supplemental indenture isrequired in connection with such transaction, such supplemental indenture, complies with the provisions of this Indenture.

ARTICLE 11.THE TRUSTEE

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Section 11.01 Duties and Responsibilities of Trustee.

(a) The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events ofDefault which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in thisIndenture and no implied covenants or obligations shall be read into this Indenture against the Trustee. In case an Event ofDefault has occurred (which has not been cured or waived) and is known to a Responsible Officer, the Trustee shall exercisesuch of the rights and powers vested in it by this Indenture and use the same degree of care in its exercise as a prudent personwould use under the circumstances in the conduct of his or her own affairs.

(b) In the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely as to the truth of thestatements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee andconforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which by any provisionshereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same todetermine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracyof any mathematical calculations or other facts stated therein).

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligentaction, its own negligent failure to act or its own willful misconduct, except that:

(i) this subsection (c) does not limit the effect of this Section 11.01;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officeror Officers of the Trustee, unless the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in goodfaith in accordance with the written direction of the Holders as provided in this Indenture relating to the time, methodand place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or powerconferred upon the Trustee under this Indenture;

(d) Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting theliability of, or affording protection to, the Trustee shall be subject to the provisions of this Section 11.01.

(e) The Trustee shall not be liable in respect of any payment (as to the correctness or calculation of amount,entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent or anyrecords maintained by any co-Registrar with respect to the Notes.

(f) If any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requiresnotice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if nosuch event occurred.

(g) None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds orotherwise incur any financial liability in the performance of any

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of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment ofsuch funds or adequate indemnity against such risk or liability is not reasonably assured to it.

Section 11.02 Rights of the Trustee.

(a) The Trustee may conclusively rely and shall be protected in acting upon any resolution, certificate, statement,instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whetherin its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the properparty or parties.

(b) Before the Trustee acts or refrains from acting upon request of the Company, it may require and shall beentitled to receive an Officer's Certificate or an Opinion of Counsel, and the Trustee shall not be liable for any action it takes oromits to take in good faith in reliance on such Officer's Certificate or Opinion.

(c) Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced byan Officers' Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of theBoard of Directors may be evidenced to the Trustee by a copy thereof certified by the Secretary or Assistant Secretary of theCompany.

(d) The Trustee may consult with counsel of its own selection and any advice or Opinion of Counsel shall be fulland complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and inaccordance with such advice or Opinion of Counsel.

(e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indentureat the request, order, Act or direction of any of the Holders pursuant to the provisions of this Indenture (including upon theoccurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee securityor indemnity reasonably satisfactory to it against any loss, expenses and liabilities which may be incurred therein or thereby.

(f) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution,certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper ordocument, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it maysee fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine thebooks, records and premises of the Company, personally or by agent or attorney (at the reasonable expense of the Companyand shall incur no liability of any kind by reason of such inquiry or investigation).

(g) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder eitherdirectly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on thepart of any agent or attorney appointed by it with due care hereunder.

(h) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith andreasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

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(i) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss ordamage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has beenadvised of the likelihood of such loss or damage and regardless of the form of action.

(j) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a ResponsibleOfficer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default isreceived by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references theNotes and the Indenture.

(k) The rights, privileges, protections, immunities and benefits given to the Trustee, including, withoutlimitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee ineach of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder.

(l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers andduties hereunder.

(m) The permissive rights or powers of the Trustee to do things enumerated in this Indenture shall not beconstrued as a duty of the Trustee.

(n) The Trustee may request that the Company deliver an Officers' Certificate setting forth the names ofindividuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

(o) in the event that the Trustee is also acting as Custodian, Registrar, Paying Agent, Conversion Agent ortransfer agent hereunder, the rights and protections afforded to the Trustee pursuant to this Article 11 (including Section 11.06)shall also be afforded to such Custodian, Registrar, Paying Agent, Conversion Agent or transfer agent.

Section 11.03 Trustee's Disclaimer.

The recitals contained herein and in the Notes (except in the Trustee's certificate of authentication) shall be taken as thestatements of the Company, and the Trustee makes no representations as to and assumes no responsibility for the correctness of thesame. The Trustee makes no representations as to and shall not be responsible for the validity or sufficiency of this Indenture or of theNotes. The Trustee shall not be accountable for the use or application by the Company of any Notes or the proceeds of any Notesauthenticated and delivered by the Trustee under this Indenture and the Trustee shall not be responsible for any statement of theCompany in this Indenture or in any document issued in connection with the sale of the Notes.

Section 11.04 Trustee or Agents May Own Notes. The Trustee or any Agent, in its individual or any other capacity, maybecome the owner or pledgee of Notes and may transact business with the Company and its Affiliates with the same rights it would haveif it were not Trustee or Agent.

Section 11.05 Monies to be Held in Trust. Subject to the provisions of Section 3.02, all monies and properties received by theTrustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received. Money held by theTrustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under noliability

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for interest on or the investment of any money received by it hereunder except as may be agreed in writing from time to time by theCompany and the Trustee.

Section 11.06 Compensation and Expenses of Trustee. The Company covenants and agrees to pay to the Trustee from time totime, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not belimited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time inwriting between the Company and the Trustee, and the Company will pay or reimburse the Trustee upon its request for all reasonableexpenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of thisIndenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all Persons not regularly inits employ) except any such expense, disbursement or advance as may arise from its own negligence or willful misconduct.

The Company also covenants to indemnify each of the Trustee and the Agents (and their respective officers, directors andemployees), in any capacity under this Indenture and their respective agents for, and to hold each of them harmless from and against,any and all loss, liability, claim, damage, cost or expense (including reasonable attorneys' fees and expenses) incurred withoutnegligence or willful misconduct on its own part and arising out of or in connection with the acceptance or administration of this trustand the performance of its duties and/or the exercise of its rights hereunder or in any other capacity hereunder, including the costs andexpenses of defending itself against any claim (whether asserted by the Company, a Holder or any other Person) of liability in thepremises. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to sonotify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trusteeshall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses ofsuch counsel.

The obligations of the Company under this Section 11.06 to compensate or indemnify the Trustee and to pay or reimburse theTrustee for expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds heldor collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of theCompany under this Section 11.06 shall survive the payment of the Notes, the satisfaction and discharge of this Indenture and/or theresignation or removal of the Trustee.

When the Trustee, any Agent, and any of their respective agents incur expenses or render services after an Event of Defaultspecified in Section 5.01(i) and Section 5.01(j) with respect to the Company occurs, the expenses and the compensation for the servicesare intended to constitute expenses of administration under any bankruptcy, insolvency or similar laws. "Trustee" for the purposes ofthis Section 11.06 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodianand other person employed to act hereunder; provided, however, that the negligence or willful misconduct of any Trustee hereundershall not affect the rights of any other Trustee hereunder.

Section 11.07 Officers' Certificate as Evidence. Subject to Section 11.01, whenever in the administration of the provisions ofthis Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting anyaction hereunder, such matter may be deemed to be conclusively proved and established by an Officers' Certificate delivered to theTrustee.

Section 11.08 Conflicting Interests of Trustee. If the Trustee has or shall acquire a conflicting interest within the meaning ofthe Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, andsubject to the provisions of, this Indenture.

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Section 11.09 Eligibility of Trustee. There shall at all times be a Trustee hereunder which shall be a Person that is eligiblepursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000 (or if such Person is amember of a bank holding company system, its bank holding company shall have a combined capital and surplus of at least$50,000,000). If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of any supervisingor examining authority, then for the purposes of this Section 11.09 the combined capital and surplus of such Person shall be deemed tobe its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall ceaseto be eligible in accordance with the provisions of this Section 11.09, it shall resign immediately in the manner and with the effecthereinafter specified in this Article 11.

Section 11.10 Resignation or Removal of Trustee.

(a) The Trustee may at any time resign by giving written notice of such resignation to the Company and to theHolders of Notes. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee bywritten instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be deliveredto the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and haveaccepted appointment sixty (60) days after such notice of resignation is given to the Company and the Holders, the resigningTrustee may, upon ten (10) Business Days' notice to the Company and the Holders, appoint a successor identified in suchnotice or may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successortrustee, or, if any Holder who has been a bona fide Holder of a Note or Notes for at least six (6) months may, subject to theprovisions of Section 5.15, on behalf of himself and all others similarly situated, petition any such court for the appointment ofa successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint asuccessor trustee.

(b) In case at any time any of the following shall occur:

(i) the Trustee shall fail to comply with Section 11.08 after written request therefor by the Company orby any Holder who has been a bona fide Holder of a Note or Notes for at least six (6) months; or

(ii) the Trustee shall cease to be eligible in accordance with the provisions of Section 11.09 and shall failto resign after written request therefor by the Company or by any such Holder; or

(iii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or areceiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of theTrustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;

then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument, induplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee soremoved and one copy to the successor trustee, or, subject to the provisions of Section 5.15, any Holder who has been a bonafide Holder of a Note or Notes for at least six (6) months may, on behalf of himself and all others similarly situated, petitionany court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee; provided,however, that if no successor Trustee shall have been appointed and have accepted appointment sixty (60) days after either theCompany or the Holders has removed

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the Trustee, the Trustee so removed may petition at the Company's expense any court of competent jurisdiction for anappointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe,remove the Trustee and appoint a successor trustee.

(c) The Holders of a majority in aggregate principal amount of the Notes at the time Outstanding may at anytime remove the Trustee and nominate a successor trustee which shall be deemed appointed as successor trustee unless, withinten (10) days after notice to the Company of such nomination, the Company objects thereto, in which case the Trustee soremoved or any Holder, or if such Trustee so removed or any Holder fails to act, the Company, upon the terms and conditionsand otherwise as in Section 11.10(a) provided, may petition any court of competent jurisdiction for an appointment of asuccessor trustee.

(d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of theprovisions of this Section 11.10 shall become effective upon acceptance of appointment by the successor trustee as provided inSection 11.11.

Section 11.11 Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 11.10 shall execute,acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, andthereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any furtheract, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with likeeffect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, thetrustee ceasing to act shall, upon payment of any amount then due it pursuant to the provisions of Section 11.06, execute and deliver aninstrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon request of any suchsuccessor trustee, the Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming tosuch successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property and fundsheld or collected by such trustee as such, except for funds held in trust for the benefit of Holders of particular Notes, to secure anyamounts then due it pursuant to the provisions of Section 11.06.

No successor trustee shall accept appointment as provided in this Section 11.11 unless, at the time of such acceptance, suchsuccessor trustee shall be qualified under the provisions of Section 11.08 and be eligible under the provisions of Section 11.09.

Upon acceptance of appointment by a successor trustee as provided in this Section 11.11, the Company shall give or cause tobe given notice of the succession of such trustee hereunder to the Holders of Notes in accordance with Section 12.07(c). If the Companyfails to give such notice within ten (10) days after acceptance of appointment by the successor trustee, the successor trustee shall causesuch notice to be given at the expense of the Company.

Section 11.12 Succession by Merger, Etc.

Any corporation into which the Trustee may be merged or exchanged or with which it may be consolidated, or any corporationresulting from any merger, exchange or consolidation to which the Trustee shall be a party, or any corporation succeeding to all orsubstantially all of the corporate trust business of the Trustee (including any trust created by this Indenture), shall be the successor to theTrustee hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that inthe case of any corporation succeeding to all or substantially all of the

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corporate trust business of the Trustee, such corporation shall be qualified under the provisions of Section 11.08 and eligible under theprovisions of Section 11.09.

In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture, any of the Notes shallhave been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of anypredecessor trustee or authenticating agent appointed by such predecessor trustee, and deliver such Notes so authenticated; and in caseat that time any of the Notes shall not have been authenticated, any successor to the Trustee or any Authenticating Agent appointed bysuch successor trustee may authenticate such Notes in the name of the successor trustee; and in all such cases such certificates shallhave the full force that is provided in the Notes or in this Indenture; provided, however, that the right to adopt the certificate ofauthentication of any predecessor Trustee or authenticate Notes in the name of any predecessor Trustee shall apply only to its successoror successors by merger, exchange or consolidation.

Section 11.13 Trustee's Application for Instructions from the Company. Any application by the Trustee for written instructionsfrom the Company (other than with regard to any action proposed to be taken or omitted to be taken by the Trustee that affects the rightsof the Holders of the Notes under this Indenture) may, at the option of the Trustee, set forth in writing any action proposed to be taken oromitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall beeffective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included insuch application on or after the date specified in such application (which date shall not be less than three (3) Business Days after thedate any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlierdate) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received writteninstructions in response to such application specifying the action to be taken or omitted.

ARTICLE 12.MISCELLANEOUS

Section 12.01 Effect on Successors and Assigns. All agreements of the Company, the Trustee, the Registrar, the Paying Agentand the Conversion Agent in this Indenture and the Notes will bind their respective successors.

Section 12.02 Governing Law. This Indenture and the Notes, and any claim, controversy or dispute arising under or related tothis Indenture or the Notes, will be governed by, and construed in accordance with, the laws of the State of New York, (without regardto the conflicts of laws provisions thereof other than Section 5-1401 of the General Obligations Law or any successor thereto).

Section 12.03 No Note Interest Created. Nothing in this Indenture or in the Notes, expressed or implied, shall be construed toconstitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in anyjurisdiction.

Section 12.04 Benefits of Indenture. Nothing in this Indenture or in the Notes, expressed or implied, will give to any Person,other than the parties hereto, any Agent or their successors hereunder or the Holders of the Notes, any benefit or any legal or equitableright, remedy or claim under this Indenture.

Section 12.05 Calculations. Neither the Trustee nor any Agent shall be responsible for making any calculation with respect toany matter under this Indenture or the Notes. Except as otherwise expressly provided in this Indenture, the Company and its designatedagents shall be responsible for making all calculations called for under this Indenture and the Notes. These calculations include, but are

75



not limited to, determinations of any Fundamental Change Repurchase Price, the Last Reported Sale Prices of the Common Stock,accrued interest payable on the Notes, the Conversion Rate, the Conversion Consideration and the amount of Additional Interest orSpecial Interest that may be payable by Company from time to time. The Company shall make all these calculations in good faith and,absent manifest error, its calculations will be final and binding on Holders. The Company shall provide a schedule of its calculations toeach of the Trustee and the Conversion Agent, and each of the Trustee and the Conversion Agent and all other agents appointed by theCompany herein are entitled to rely conclusively upon the accuracy of the Company's calculations without independent verification. TheTrustee shall forward the Company's calculations to any Holders upon the written request of that Holder.

Whenever the Company is required to calculate or make adjustments to the Conversion Rate, the Company will do so to the1/10,000th of a share of Common Stock, rounding any additional decimal places up or down in a commercially reasonable manner.

Section 12.06 Execution in Counterparts. This Indenture may be executed in any number of counterparts, each of which shallbe an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Indentureand of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to theparties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimileor PDF shall be deemed to be their original signatures for all purposes.

Section 12.07 Notices.

(a) Except as otherwise provided herein, any request, demand, authorization, direction, notice, consent, election,waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, orfiled with, the Company or the Trustee shall be in writing and delivered in person or mailed by first class mail, postage prepaid,overnight courier or transmitted by facsimile transmission or electronic transmission in PDF format as follows:

(i) if to the Trustee by any Holder or by the Company, at its Corporate Trust Office;

(ii) if to the Company by the Trustee or by any Holder, at the address of its principal office at:

Aegean Marine Petroleum Network Inc.10, Akti Kondili18545, Piraeus, GreeceAttention: General CounselFax: 30 210 4586 245

(b) The Company or the Trustee, by notice given to the other in the manner provided in this Section 12.07, maydesignate additional or different addresses for subsequent notices or communications.

(c) Notices to (i) the Holders of Physical Notes will be mailed by first class mail, postage prepaid to theaddresses as they appear on the Register of the Notes maintained by the Registrar and (ii) the Holders of Global Notes will begiven to the Depositary in accordance with its Applicable Procedures. Notices will be deemed to have been given on the date ofsuch

76



mailing. Whenever a notice is required to be given by the Company, such notice may be delivered by the Trustee on theCompany's behalf.

(d) Whenever the Company is required to deliver notice to the Holders, the Company will, by the date it isrequired to deliver such notice to the Holders, deliver a copy of such notice to the Trustee and the Agents. Notices to theTrustee shall be deemed given upon actual receipt thereof.

(e) In respect of this Indenture, the Trustee shall not have any duty or obligation to verify or confirm that thePerson sending instructions, directions, reports, notices or other communications or information by electronic transmission is,in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information onbehalf of the party purporting to send such electronic transmission; and the Trustee shall not have any liability for losses,liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with suchinstructions, directions, reports, notices or other communications or information. Each other party agrees to assume all risksarising out of the use of electronic methods to submit instructions, directions, reports, notices or other communications orinformation to the Trustee, including, without limitation the risk of the Trustee acting on unauthorized instructions, notices,reports or other communications or information, and the risk of interception and misuse by third parties.

Section 12.08 No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Company shallhave any liability for any obligations of the Company under the Notes, the Indenture or any claim based on, in respect of, or by reasonof, such obligations or their creation. Each Holder, by accepting a Note, waives and releases all such liability. The waiver and release arepart of the consideration for issuance of the Notes.

Section 12.09 Tax Withholding. Nothing herein shall preclude any tax withholding required by law or regulation.

Section 12.10 Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLYWAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY INANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THETRANSACTIONS CONTEMPLATED HEREBY.

Section 12.11 U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. PatriotAct, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required toobtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account withthe Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for theTrustee to satisfy the requirements of the U.S.A. Patriot Act.

Section 12.12 Force Majeure. In no event shall the Trustee or any Agent be responsible or liable for any failure or delay in theperformance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, withoutlimitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, disasters, nuclear or naturalcatastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware)services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the bankingindustry to resume performance as soon as practicable under the circumstances.

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Section 12.13 Submission to Jurisdiction. The Company hereby irrevocably consents to jurisdiction of the courts of the Stateof New York and the courts of the United States of America located in the City of New York and the County of New York, over anysuit, action or proceeding with respect to this Indenture or the Notes or the transactions contemplated hereby. The Company waives anyobjection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the Notes or the transactionscontemplated hereby in the courts of the State of New York or the courts of the United States of America, in each case, located in theCity of New York and County of New York, or that such suit, action or proceeding brought in the courts of the State of New York or theUnited States of America, in each case, located in the City of New York and County of New York was brought in an inconvenient courtand agrees not to plead or claim the same. Nothing in this Indenture shall in any way be deemed to limit the ability to serve any suchwrits, process or summonses in any other manner permitted by applicable law.

Section 12.14 Legal Holiday. In any case where any Interest Payment Date, Fundamental Change Repurchase Date,Conversion Date or Maturity Date is not a Business Day (which, solely for the purposes of any payment required to be made on anysuch Interest Payment Date, Fundamental Change Repurchase Date, Conversion Date or Maturity Date and solely for purposes of thisSection 12.14, shall also not include days in which the office where the place of payment in the continental United States is authorizedor required by law to close), then such Interest Payment Date, Fundamental Change Repurchase Date, Conversion Date or MaturityDate, as applicable, will not be postponed but any action (which shall be limited to solely any payment action in the case theimmediately preceding parenthetical applies) to be taken on such date need not be taken on such date, but may be taken on the nextsucceeding Business Day with the same force and effect as if taken on such date, and no interest shall accrue or be paid in respect of thedelay.

[Remainder of the page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year firstabove written.


By: /s/ Nikolas TavlariosName:Nikolas TavlariosTitle: President

U.S. Bank National Association, as Trustee

By: /s/ Jean ClarkeName:Jean ClarkeTitle: Vice President



EXHIBIT A

[FORM OF FACE OF NOTE]

[Include the following legend if a Global Note]

[THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERREDTO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY. THIS SECURITY ISEXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITSNOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BETRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, BY A NOMINEE OFTHE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY ORANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITORY.]

[For all Notes that are Restricted Notes, include the following legend (the "Restricted Notes Legend"):]

[THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITYHAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANDACCORDINGLY, PRIOR TO THE RESALE RESTRICTION EXPIRATION DATE (AS DEFINED BELOW), MAY NOT BEOFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWINGSENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

(1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A "QUALIFIEDINSTITUTIONAL BUYER" (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT ITEXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND

(2) AGREES FOR THE BENEFIT OF AEGEAN MARINE PETROLEUM NETWORK INC. (THE "COMPANY")THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIALINTEREST HEREIN PRIOR TO THE RESALE RESTRICTION EXPIRATION DATE (AS DEFINED BELOW), EXCEPT:

(A) THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THESECURITIES ACT, OR

(C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THESECURITIES ACT, OR

(D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THESECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THESECURITIES ACT.

A-1



THE "RESALE RESTRICTION EXPIRATION DATE" MEANS THE DATE THAT IS THE LATER OF (A) ONE YEARAFTER THE LAST ORIGINAL ISSUANCE DATE OF THE NOTES OR SUCH SHORTER PERIOD OF TIME AS PERMITTEDBY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO; AND (B) SUCH LATER DATE,IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, IN EITHER CASE, AS NOTIFIED BY THE COMPANY TO THETRUSTEE IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN THE INDENTURE.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(D) ABOVE, THE COMPANYAND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONSOR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER FOR THE COMPANY TO DETERMINE THATTHE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATESECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]


4.25% Convertible Senior Note due 2021

No. [ ] [Initially]1 $[ ]

CUSIP No. 00773V AA4ISIN No. US00773VAA44

Aegean Marine Petroleum Network Inc., a company duly organized and validly existing under the laws of the Republic of theMarshall Islands (the "Company," which term includes any successor corporation or other entity under the Indenture referred to on thereverse hereof), for value received hereby promises to pay to [CEDE & CO.]2 [ ]3, or registered assigns, the principal sum [as set forthin the "Schedule of Exchanges of Notes" attached hereto]4 [of $[ ]]5, which amount, taken together with the principal amounts of allother outstanding Notes, shall not, unless permitted by the Indenture, exceed $[ aggregate at any time [, in accordance with the rules andprocedures of the Depositary]6.

This Note shall bear interest at the rate of 4.25% per year from the most recent date on which interest had been paid or dulyprovided for, or if no interest has been paid or duly provided for, December 19, 2016, to, but excluding, the next scheduled InterestPayment Date until December 15, 2021. Interest is payable semi-annually in arrears on each June 15 and December 15, commencing onJune 15, 2017, to Holders of record of the Notes at the close of business on the preceding June 1 or December 1 (whether or

________________________________________________1 Include if a global note.

2 Include if a global note.

3 Include if a physical note.


5 Include if a physical note.


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not such day is a Business Day), respectively. Interest on the Notes shall be computed on the basis of a 360-day year composed oftwelve 30-day months. Additional Interest and Special Interest will be payable as set forth in the within-mentioned Indenture, and anyreference to interest on, or in respect of, any Note therein shall be deemed to include Additional Interest if, in such context, AdditionalInterest is, was or would be payable pursuant to the Indenture, and Special Interest if, in such context, Special Interest is, was or wouldbe payable pursuant to the Indenture, and any express mention of the payment of Additional Interest or Special Interest in any provisiontherein shall not be construed as excluding Additional Interest or Special Interest in those provisions thereof where such expressmention is not made.

Any Defaulted Amounts shall accrue interest per annum at the rate borne by the Notes plus one percent, subject to theenforceability thereof under applicable law, from, and including, the relevant payment date to, but excluding, the date on which suchDefaulted Amounts shall have been paid by the Company in accordance with the Indenture.

The Company shall pay the principal of and interest on this Note, so long as such Note is a Global Note, in immediatelyavailable funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Note. As provided in and subjectto the provisions of the Indenture, the Company shall pay the principal of any Notes (other than Notes that are Global Notes) at theoffice or agency designated by the Company for that purpose. The Company has initially designated the Trustee as its Paying Agent andRegistrar in respect of the Notes.

Reference is made to the further provisions of this Note set forth on the reverse hereof, including, without limitation, provisionsgiving the Holder of this Note the right to convert this Note into cash, and, if applicable, shares of Common Stock (unless the Companyelects to deliver cash in lieu of all or a portion of such shares), on the terms and subject to the limitations set forth in the Indenture. Suchfurther provisions shall for all purposes have the same effect as though fully set forth at this place.

This Note shall be governed by, and construed in accordance with, the internal laws of the State of New York.

In the case of any conflict between this Note and the Indenture, the provisions of the Indenture shall control and govern.

This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have beensigned manually by the Trustee or a duly authorized authenticating agent under the Indenture.

[Remainder of page intentionally left blank]

A-3



IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.


By:Name:Title:

Dated: [ ]

This is one of the Notes describedin the within-named Indenture.

U.S. Bank National Association, as Trustee

By: U.S. BANK NATIONAL ASSOCIATION

By:Authorized Signatory

By:Authorized Signatory



[FORM OF REVERSE OF NOTE]

AEGEAN MARINE PETROLEUM NETWORK INC.4.25% Convertible Senior Note due 2021

This Note is one of a duly authorized issue of securities of the Company, designated as its 4.25% Convertible Senior Notes due2021 (the "Notes"), initially limited to an aggregate principal amount of $172,500,000, under and pursuant to an Indenture dated as ofDecember 19, 2016 (the "Indenture"), by and between the Company and U.S. Bank National Association (the "Trustee") to whichIndenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights,obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may beissued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture.

In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of, and interest on,all Notes may be declared, by either the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding, andupon said declaration shall become, due and payable, in the manner, with the effect and subject to the conditions and certain exceptionsset forth in the Indenture.

Subject to the terms and conditions of the Indenture, the Company will make all payments and deliveries in respect of theFundamental Change Repurchase Price and the principal amount on the Maturity Date, as the case may be, to the Holder who surrendersa Note to a Paying Agent to collect such payments in respect of the Note. The Company shall pay cash amounts in money of the UnitedStates that at the time of payment is legal tender for payment of public and private debts.

The Indenture contains provisions permitting the Company and the Trustee in certain circumstances, without the consent of theHolders of the Notes, and in certain other circumstances, with the consent of the Holders of a majority in aggregate principal amount ofthe Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures modifying the terms ofthe Indenture and the Notes as described therein. It is also provided in the Indenture that, subject to certain exceptions, the Holders of amajority in aggregate principal amount of the Notes at the time outstanding may on behalf of the Holders of all of the Notes waive anypast Default or Event of Default under the Indenture.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of theCompany, which is absolute and unconditional, to pay or deliver, as the case may be, the principal (including the Fundamental ChangeRepurchase Price, if applicable) of, accrued and unpaid interest on, and the consideration due upon conversion of, this Note at the place,at the respective times, at the rate or in the amount, as applicable, and in the manner herein prescribed.

The Notes are issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiplesthereof. At the office or agency of the Company designated by the Company for such purpose under the Indenture, and in the mannerand subject to the limitations provided in the Indenture, Notes may be exchanged for a like aggregate principal amount of Notes of otherauthorized denominations, without payment of any service charge but, if required by the Company or Trustee, with payment of a sumsufficient to cover any transfer or similar tax that may be imposed in connection therewith as a result of the name of the Holder of thenew Notes issued upon such exchange of Notes being different from the name of the Holder of the old Notes surrendered for suchexchange.

1



The Notes are redeemable at the Company's option but only as permitted under the Indenture.

Upon the occurrence of a Fundamental Change, the Holder has the right, at such Holder's option, to require the Company torepurchase for cash all of such Holder's Notes or any portion thereof (in principal amounts of $1,000 or integral multiples thereof) onthe Fundamental Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price.

Subject to the provisions of the Indenture, the Holder hereof has the right, at its option, during certain periods and upon theoccurrence of certain conditions specified in the Indenture, prior to the close of business on the Scheduled Trading Day immediatelypreceding the Maturity Date, to convert any Notes or portion thereof that is $1,000 or an integral multiple thereof, into cash and, ifapplicable, shares of Common Stock (subject to the Company's right to deliver cash in lieu of all or a portion of such shares of CommonStock) at the Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture.

Terms used in this Note and defined in the Indenture are used herein as therein defined.

2



ABBREVIATIONS

The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they werewritten out in full according to applicable laws or regulations:

TEN COM = as tenants in common

UNIF GIFT MIN ACT = Uniform Gifts to Minors Act

CUST = Custodian

TEN ENT = as tenants by the entireties

JT TEN = joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though notin the above list.

3



ATTACHMENT 1

[FORM OF CONVERSION NOTICE]

To: Aegean Marine Petroleum Network Inc.

The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is$1,000 in principal amount or an integral multiple thereof) below designated, into cash and, if applicable, shares of Common Stock(subject to the Company's right to deliver cash in lieu of all or a portion of such shares of Common Stock) in accordance with the termsof the Indenture, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion,together with any cash for any fractional share of Common Stock, and any Notes representing any unconverted principal amount hereof,be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of CommonStock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned willpay all documentary, stamp or similar issue or transfer taxes, if any in accordance with the Indenture. Any amount required to be paid tothe undersigned on account of interest accompanies this Note.

Dated:

Signature(s)

SignatureGuarantee

Signature(s) must be guaranteed by an eligibleGuarantor Institution (banks, stock brokers, savingsand loan associations and credit unions) withmembership in an approved signature guaranteemedallion program pursuant to U.S. Securities andExchange Commission Rule 17Ad-15 if shares ofCommon Stock are to be issued, or Notes are to bedelivered, other than to and in the name of theregistered holder.

A-1-1



Fill in for registration of shares ifto be issued, and Notes if tobe delivered, other than to and in thename of the registered holder:

(Name)

(Street Address)

(City, State and Zip Code)

Please print name and address

Principal amount to be converted (if less than all): $

NOTICE: The above signature(s) of the Holder(s) hereof mustcorrespond with the name as written upon the face of the Notein every particular without alteration or enlargement or anychange whatever.

Social Security or Other TaxpayerIdentification Number

A-1-2



ATTACHMENT 2

[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]

To: Aegean Marine Petroleum Network Inc.

The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Aegean Marine PetroleumNetwork Inc. (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and specifying theFundamental Change Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance withthe Indenture (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiplethereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Regular RecordDate and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, suchFundamental Change Repurchase Date.

In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below:

Dated:

Signature(s)

Social Security or Other Taxpayer Identification NumberPrincipal amount to be repurchased (if less than all): $

NOTICE: The above signature(s) of the Holder(s) hereof mustcorrespond with the name as written upon the face of the Notein every particular without alteration or enlargement or anychange whatever.

A-2-1



ATTACHMENT 3

[FORM OF ASSIGNMENT AND TRANSFER]

For value received, hereby sell(s), assign(s) and transfer(s) unto (Please insert Social Security or TaxpayerIdentification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints attorney to transferthe said Note on the books of the Company, with full power of substitution in the premises.

In connection with any transfer of the within Note occurring prior to the Resale Restriction Termination Date, as defined in theIndenture governing such Note, the undersigned confirms that such Note is being transferred:

£ To Aegean Marine Petroleum Network Inc. or a subsidiary thereof; or

£ Pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended; or

£ To a qualified institutional buyer in compliance with Rule 144A under the Securities Act of 1933, as amended; or

£ Pursuant to an exemption from registration provided by Rule 144 under the Securities Act of 1933, as amended, or any otheravailable exemption from the registration requirements of the Securities Act of 1933, as amended.

[TO BE SIGNED BY PURCHASER IF THE SECOND, THIRD OR FOURTH BOX ABOVE IS CHECKED]

[Include if the second, third or fourth box above is checked] [The undersigned (on the immediately following signature line) representsand warrants that it is not, and has not been for the immediately preceding three months, an "affiliate" (as defined in Rule 144 under theSecurities Act of 1933, as amended) of Aegean Marine Petroleum Network Inc.]

[Include if the third box above is checked] [The undersigned (on the immediately following signature line) represents and warrants thatit is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it andany such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act and is aware that the saleto it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as theundersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that thetransferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided byRule 144A.]

[Date: Signed: ]

Unless one of the above boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name ofany Person other than the registered Holder thereof; provided that, if the fourth box is checked, the Company may require, prior toregistering any such transfer of the Notes, in its sole discretion, such legal opinions, certifications and other information as the Companymay reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, theregistration requirements of the Securities Act.

A-3-1



If none of the foregoing boxes is checked, the Trustee or Registrar shall not be obligated to register this Note in the name of any Personother than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.11 of theIndenture shall have been satisfied.

Dated:

Signature(s)

(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee

(Signature(s) must beguaranteed by aninstitution which is amember of one of thefollowing recognizedsignature GuaranteePrograms: (i) The NotesTransfer AgentMedallion Program(STAMP); (ii) The NewYork Stock ExchangeMedallion Program(MNSP); (iii) The StockExchange MedallionProgram (SEMP) or (iv)another guaranteeprogram acceptable tothe Trustee)

A-3-2



ATTACHMENT 4

[Insert for Global Note]

SCHEDULE OF INCREASES AND DECREASES IN THE GLOBAL NOTE Initial Principal Amount of Global Note:

Date

Amount of Increase inPrincipal Amount of

Global Note

Amount of Decrease inPrincipal Amount of

Global Note

Principal Amount ofGlobal Note After

Increase or Decrease

Notation byRegistrar, NoteCustodian or

authorized signatoryof Trustee

A-4-1



EXHIBIT B

[FORM OF FREE TRANSFERABILITY CERTIFICATE]

Officers' Certificate

[date]

[NAME OF OFFICER], the [TITLE] of Aegean Marine Petroleum Network Inc., a company organized under the laws of theRepublic of the Marshall Islands (the "Company"), and [NAME OF OFFICER], the [TITLE] of the Company, do hereby certify, inconnection with the occurrence of the Free Trade Date on [date] in respect of $[ add principal amount] of the Company's 4.25%Convertible Senior Notes due 2021 (CUSIP: 00773V AA4) (the "Notes") pursuant to the terms of the Indenture, dated as of December19, 2016 (as may be amended or supplemented from time to time, the "Indenture"), by and between the Company and U.S. BankNational Association (the "Trustee"), that:

1. Each of the undersigned is permitted to sign this "Officers' Certificate" on behalf of the Company, as the term"Officers' Certificate" is defined in the Indenture.

2. Each of the undersigned has read, and thoroughly examined, the Indenture and the definitions therein relating thereto.

3. In the opinion of each of the undersigned, each of the undersigned has made such examination as is necessary to enablehim or herself, in such capacity as Officer of the Company, to express an informed opinion as to whether or not all conditions precedentto the removal of the Restricted Notes Legend described herein from the Notes as provided for in the Indenture have been compliedwith.

4. To the best knowledge of each of the undersigned, all conditions precedent described herein as provided for in theIndenture have been complied with.

5. The Resale Restriction Termination Date for the Notes is the date of this Officers' Certificate. The Company is satisfiedthat the Notes are not subject to the restrictions set forth in the Restricted Notes Legend and Section 2.07 of the Indenture.

In accordance with Section 2.08 of the Indenture, the Company hereby advises you as follows:

1. The Restricted Notes Legend set forth on the Notes shall be deemed removed from the Notes in accordance with theterms and conditions of the Notes and as provided in the Indenture, without further action on the part of the Holders.

2. The restricted CUSIP number for the Notes shall be deemed removed from the Notes and replaced with an unrestrictedCUSIP number, which unrestricted CUSIP number shall be 00773V AB2, in accordance with the terms and conditions of the Notes andas provided in the Indenture, without further action on the part of the Holders.

Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Indenture.

B-1



IN WITNESS WHEREOF, each of the undersigned signed this Officers' Certificate as of the date written above.


By:Name:Title:

By:Name:Title:

B-2



EXHIBIT C

[FORM OF RESTRICTED STOCK LEGEND]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE"SECURITIES ACT"), AND ACCORDINGLY, PRIOR TO THE RESALE RESTRICTION EXPIRATION DATE (ASDEFINED BELOW), MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT INACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIALINTEREST HEREIN, THE ACQUIRER:

(1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A "QUALIFIED INSTITUTIONALBUYER" (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLEINVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND

(2) AGREES FOR THE BENEFIT OF AEGEAN MARINE PETROLEUM NETWORK INC. (THE "COMPANY")THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIALINTEREST HEREIN PRIOR TO THE RESALE RESTRICTION EXPIRATION DATE (AS DEFINED BELOW), EXCEPT:

(A) THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THESECURITIES ACT, OR

(C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THESECURITIES ACT, OR

(D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THESECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTSOF THE SECURITIES ACT.

THE "RESALE RESTRICTION EXPIRATION DATE" MEANS THE DATE THAT IS THE LATER OF (A) ONE YEARAFTER THE LAST ORIGINAL ISSUANCE DATE OF THE COMPANY'S 4.25% CONVERTIBLE SENIOR NOTES DUE2021 OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANYSUCCESSOR PROVISION THERETO; AND (B) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BYAPPLICABLE LAW, IN EITHER CASE, AS NOTIFIED BY THE COMPANY TO THE TRUSTEE FOR THE COMPANY'S4.25% CONVERTIBLE SENIOR NOTES DUE 2021 IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN THEINDENTURE GOVERNING THE COMPANY'S 4.25% CONVERTIBLE SENIOR NOTES DUE 2021.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(D) ABOVE, THE COMPANY ANDTHE TRANSFER AGENT FOR THE COMMON STOCK RESERVE THE RIGHT TO REQUIRE THE DELIVERY OFSUCH LEGAL

OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TODETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACTAND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANYEXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

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Exhibit 4.3

AMENDMENT DATED 1st DEDEMBER 2016 TO THEMARINE FUEL SUPPLY SERVICE AGREEMENT

DATED 1st APRIL 2005 AS AMENDED AND/OR SUPPLEMENTED

This Amendment is made as of the 1st day of December 2016

BETWEEN

(1) AEGEAN MARINE PETROLEUM S.A., a company incorporated under the laws of the Republic of Liberia, whose registeredoffice is at 80, Broad Street, Monrovia, Liberia (hereinafter called the "Company") of the first part, and

(2) AIGAION OIL ANONIMI ETERIA VIOMIHANIAS KAI EMPORIAS PETRELAIOEIDON, a company incorporatedunder the laws of the Hellenic Republic, whose registered office is at 10 Akti Kondili, 185 45 Piraeus, Greece (hereinafter called the"Contractor" or "AEGEAN OIL") of the second part.

WHEREAS

(A) The Parties have entered into a Marine Fuel Supply Service Agreement dated as of 1st April 2005 as same has been amendedand/or supplemented by virtue of certain additional agreements, supplements and addenda (together the "Supply Service Agreement")pursuant to which the Contractor, as a licensed trader and physical supplier of marine fuels in the Greek Territory, has agreed to sell to theCompany for its nominated customers and to supply marine fuels in transit as bunkers to Company's customer ships, at the Company'srequest from time to time under the terms and conditions defined in the Supply Service Agreement.

(B) The Parties wish to extend the Supply Service Agreement until 31st December 2017, as well as to amend and restate certainprovisions of the Supply Service Agreement by entering into this Amendment (the "Amendment").

NOW IT IS HEREBY AGREED AS FOLLOWS:



1. The Supply Service Agreement is hereby extended up to and including 31 December 2017 on the same terms, save as amendedby this Amendment.

2. The termination date in Clause 1 of the Supply Service Agreement shall read 31 December 2017, whereas paragraphs (a), (b) and(c) of Clause 5 of the Supply Service Agreement shall be amended to provide that the relevant type of product is to meet ISO 8217/2010,RMG380, ISO8217/2010DMA and ISO 8217/2010 RME 180 and subsequent revisions thereof respectively.

3. Clause 7 of the Supply Service Agreement shall be amended and restated as follows:

7. Price

7.1 The price applicable for the sale of the Products to the Company will be based on the acquisition cost of the Contractor for thepurchase of the nominated quantity from the Greek State —owned or private refineries in the Gulf of Aspropyrgos, Eleftis or Corinth plusa margin of U.S. Dollars Two ($2) per each metric ton sold, such margin to be reviewed and negotiated annually between the parties forthe purpose of being re-adjusted upwards or downwards.

For the delivery of the Products to the Company's customer ships the Company shall pay to the Contractor in addition to the sale pricedelivery/barging fees amounting to U.S.Dollar equivalent (at the exchange rate prevailing on the date of each specific loading, or thepreciding business day if the date of loading is not a business day) of the amount of Forteen (14) Euros for deliveries in the regions of theports of Piraeus and Eleusis or their respective anchorages and of the amount of Euros twenty Four and 50 cents (24,50) for deliveriesin the region of the port of Patras or its anchorage.

Furthermore and in relation to any Products which at the request of the Company are: (i) imported by the Contractor, .from abroadand (ii) their storage takes place in the floating storage MEDITERANNEAN operated by the Contractor an additional (over and abovethe sale price and barging fee) fee of seven (7) US Dollars per metric ton of Product imported, stored as aforesaid and delivered toCompany's customer ships shall apply.

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7.2 Any taxes or duties as may apply or be applied in the future to sales of any of the above products under this Agreement shall be forCompany's account.

Furthermore the Company shall be obliged to reimburse the Contractor for the portion of all additional costs and expenses incurredin relation to Customs' brokerage fees and costs, Custom attendance duties and General Chemistry fees/duties linked to the sales anddeliveries of Products to the Company and its customer ships.

The Contractor shall provide the Company the relevant Invoices monthly, or as otherwise agreed, for reimbursement and all such invoicesshall be due and payable within seven (7) days after receipt by the Company.

7.3 Payment of the relevant invoices issued by the Contractor will be made by the Company in cash in USDollars without deduction,set-off, or counter claim within 20 calendar days from the date of delivery of the relevant products and together each respective invoicethe Contractor shall also submit a copy of the relevant signed bunker delivery receipt.

In the event of delay of payment of the above invoices, the respective amounts shall been interest at the rate of 10% per annum pro rata.

7.4 The Company hereby agrees to provide security to the Contractor by way of a Stand by Letter of Credit or other mutually acceptableguarantees ("the Security") in relation to any outstanding balance from time to time owing to the Contractor pursuant to invoices forproducts delivered.

4. It is hereby mutually agreed that the Company undertakes to reimburse and pay to the Contractor within seven (7) days from receipt ofthe relevant invoice, the portion of costs and expenses which have been incurred by the Contractor in 2014, 2015 and 2016 in the amountsof Euro 163,455.63-137,128.07-131,759.53 respectively in relation to Custom's brokerage fees and costs, Custom attendance duties andGeneral chemistry fees/duties linked to the sales and deliveries of Products effected to the Company and its customer ships.

5. In Annex 1 hereto, the Parties attach restated Supply Service Agreement

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6. This Amendment may be executed in any number counterparts each of which when executed and delivered shall be an original, but allthe counterparts together shall constitute one and the same instrument.

IN WITNESS WHEREOF the Parties have caused this Amendment to be duly executed as a deed as of the date and year first abovewritten.

Executed as a Deed by )Chrystalla Yiallourou )For and on behalf of )AMP S.A. ) /s/ Chrystalla Yiallourou

Executed as a Deed by )Ioannis Triantafyllakis )For and on behalf of )AIGAION OIL S.A. ) /s/ Ioannis Triantafyllakis

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ANNEX 1 — Restated Supply Service Agreement

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Consolidated and Restated version

MARINE FUEL SUPPLY SERVICE AGREEMENT

This Agreement is made as of the 1st day of April 2005

BETWEEN

(1) AEGEAN MARINE PETROLEUM S.A., a company incorporated under the laws of the Republic of Liberia, whoseregistered office is at 80, Broad Street, Monrovia, Liberia (hereinafter called the "Company") of the first part, and

(2) AIGAION OIL ANONIMI E'I'ERIA VIOMIHANIAS KAI EMPORIAS PETRELAIOEIDON, a companyincorporated under the laws of the Hellenic Republic, whose registered office is at 42, Hadjikyriakou Avenue, Piraeus,Greece (hereinafter called the "Contractor") of the second part.

WHEREAS

(A) The Company is an international trader and physical supplier of marine fuels (as defined in clause 5 hereof),maintaining a broad base of international customers, including container, dry-bulk carrier and tanker fleets, time charteroperators, managers as well as foreign governments.

(B) The Contractor is operating in Greece as a licensed trader and physical supplier of, among other petroleum products,marine fuels.

(C) The Company is seeking to commit to a long-term agreement with the Contractor for the sale to the Company for itsnominated customers and the supply of marine fuels in transit as

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bunkers to customer ships calling at ports within the Greek Territory at the Company's request from time to time.

(D) The Contractor represents that it has the capability and the desire to supply the products and provide the service requiredby the Company.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. Term

This Agreement shall have effect on and from the 1st day of April 2005 and shall terminate on the 31st December 2017, unless earlierterminated in accordance with clauses 19 hereof, or further extended by the consent of both parties.

2. The Service

The Contractor shall sell marine fuels in transit to the Company for its nominated customers and shall supply such products to shipscalling at ports within the Territory (as defined in Clause 3) at the Company's request from time to time. The Contractor will be committedto supply both the product and the service, without any assistance from the Company.

3. The Territory

During the term of this Agreement the Contractor undertakes, as when requested by the Company, to supply the products to ships at allGreek ports and/or at anchor offshore within Greek territorial waters.

However, where supply and delivery of the products is required outside the jurisdiction of the Port Authority of Piraeus all additionalcosts incurred by the Contractor shall be reimbursed by the Company.

4. Exclusivity

Save as otherwise may be mutually agreed in the future the Company is committed to purchase the products and use the supply serviceof the Contractor in the Territory on an exclusive basis.

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5. The Products

The type of products to be sold by the Contractor to the Company for its nominated customers under this Agreement shall be :

TYPE

(a) Marine Fuel Oil to meet ISO 8217/2010 RMG 380 and subsequent revisions thereof.

(b) Marine Gas Oil to meet ISO 8217/2010 DMA and subsequent revisions thereof.

(c) Marine Fuel Oil to meet ISO 8217/2010 RME 180 and subsequent revisions thereof.

(d) The fuels shall comply with Annex VI of Marpol 73/78 regulations 14 and 18.

QUANTITY

Fuel Oil- minimum 10,000 m.t., maximum 50,000 m.t. per calendar month Gasoil and MDO combined — minimum 1,000 m.t., andMaxium 10,000 m.t. per calendar month.

These quantities are to be lifted rateably across the month.

Final quantities to be declared on nomination.

Quantities sold and supplied by the Contractor under this Agreement shall be evidenced by the relevant bunker delivery receipts dulysigned and stamped by the Master or Chief Engineer by the receiving customer's ship and any such quantities shall be binding for bothparties.

QUALITY

The Contractor shall deliver to the Company's nominated customer' ships the products which shall strictly conform to the Specificationsset forth hereinabove. If required by the Company the Contractor shall provide full product specification prior to loading same onbunkering tankers.

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On delivery of the products to Company's nominated customers the Contractor will be obliged to take four (4) samples in total. Three (3)representative samples on the bunkering tanker, one of these samples to be given to the master of the receiving ship and the other twoto be retained by the Contractor. The Contractor will be obliged to submit the retained sample for analysis at an independent laboratoryupon the Company's request. The 4th sample labeled with the MARPOL requirements will be given to the ship.

For the purpose of verifying the quality of the products sold under this Agreement the Company shall have the right to nominate and berepresented by an independent inspector of its choice.

6. Nominations Procedure

All enquiries for deliveries shall be passed to the Contractor and confirmed electronically. Product required to be delivered in terms oftype and quantity, delivery requirements, location of delivery and all other material information shall be nominated to the Contractorverbally with written/email confirmation immediately following at least three (3) to five (5) full working days prior to delivery toCompany's nominated customer ships and the Contractor shall each time effect delivery in accordance with the Company's nomination. Ifless time is available the Contractor shall, with no commitment, make best efforts to accommodate Company's request. For each deliverythe Contractor will be obliged to issue a delivery note and bunker receipt in the prescribed format, the latter to be countersigned by thereceiving ship's master or chief engineer.

7. Price

7.1 The price applicable for the sale of the Products to the Company will be based on the acquisition cost of the Contractor for thepurchase of the nominated quantity from the Greek State —owned or private refineries in the Gulf of Aspropyrgos, Elefsis or Corinthplus a margin of U.S.Dollars two ($2) per each metric ton sold, such margin to be reviewed and negotiated annually between the partiesfor the purpose of being re-adjusted upwards or downwards.

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For the delivery of the Products to the Company's customer ships the Company shall pay to the Contractor in addition to the sale pricedelivery/barging fees amounting to U.S.Dollar equivalent (at the exchange rate prevailing on the date of each specific loading, or thepreciding business day if the date of loading is not a business day) of the amount of Forteen (14) Euros for deliveries in the regions of theports of Piraeus and Eleusis or their respective anchorages and of the amount of Euros twenty Four and 50 cents (24,50) for deliveries inthe region of the port of Patras or its anchorage.

Furthermore and in relation to any Products which at the request of the Company are imported by the Contractor from abroad and theirstorage is necessary in the floating storage MEDITERANNEAN operated by the Contractor an additional fee of seven (7) US Dollars permetric ton imported, stored as aforesaid and delivered to Company's customer ships shall apply.

7.2 Any taxes or duties as may apply or be applied in the future to sales of any of the above products under this Agreement shall be forCompany's account.

Furthermore the Company shall be obliged to reimburse the Contractor for the portion of all additional costs and expenses incurredin relation to Customs' brokerage fees and costs custom attendance duties and General Chemistry fees/duties linked to the sales anddeliveries of Products to the Company and its customer ships.

The Contractor shall provide the Company the relevant Invoices monthly or otherwise for reimbursement and all such invoices shall bedue and payable within seven (7) days after receipt by the Company.

7.3 Payment of the relevant invoices issued by the Contractor will be made by the Company in cash in USDollars without deduction,set-off, or counter claim within 20 calendar days from the date of receipt by the Company of delivery of

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the relevant products together each respective invoice the Contractor shall also submit a copy of the relevant signed bunker deliveryreceipt.

In the event of delay of payment of the above invoices, the respective amounts shall been interest at the rate of 10% per annum pro rata.

7.4 The Company hereby agrees to provide security to the Contractor by way of a Stand by Letter of Credit or other mutually acceptableguarantees ("the Security") in relation to any outstanding balance from time to time owing to the Contractor pursuant to invoices forproducts delivered.

8. Condition of the bunkering tankers and equipment

The Contractor will be obliged to provide and maintain, throughout the term of this Agreement, all bunkering tankers, trucks and otherequipment in every respect fit for the service, compliant with all applicable regulations and seaworthy in all respects.

The Company reserves the right to inspect at any time any bunkering tanker or equipment for the purpose of ascertaining whether it isbeing operated and maintained in accordance with the terms of this Agreement and the requirements of the Company.

All bunkering tankers allocated by the Contractor in the Service shall be subject to the Company's ship vetting programme.

9. Other Warranties

The Contractor shall be obliged at all times to comply with all relevant laws, statutes, regulations or codes of practice including withoutlimitation health and safety and environment laws and regulations in relation to the service, the products and the handling of the products.

10. Title and Risk

Title and risk to the products supplied hereunder shall pass to the Company when product passes hoses at the receiving customer ship'sflange.

However passage of risk shall be subject to compliance by the Contractor with the terms of this Agreement.

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11. Insurance

The Contractor undertakes to obtain and maintain comprehensive insurances for the bunkering tankers allocated in the service, includingcover for third party liability and environmental liability.

12. Terms and Conditions of Sale

The Contractor is aware of the Company's terms of sale to its customers and warrants to the Company to maintain its terms of sale underthe supply contract with the Company so as to be consistent with the Company's terms of sale.

The Contractor undertakes not to take any action that is inconsistent with the Company's terms of sale.

The Contractor shall be obliged to indemnify the Company against costs, claims, losses or expenses incurred by the Company underthe terms of sale to the extent that they arise as a result of the performance, misperformance, or non-performance of the service by theContractor.

13. Right of Access

The Company will have the right: at all times to test and take samples of the products in storage, to witness the making of deliveries andto make checks for environmental and health and safety audit purposes.

14. Collection Risk

As between the Company and the Contractor, the Company will exclusively bear the collection risk in relation to payment for deliveriesmade under this Agreement.

15. Advisory Functions

In the event the Contractor is approached or queried by the Company's customers in relation to the suitability of particular products orblends for particular engines and/or advice is sought by the Company's customers on their fuel grade requirements, the Contractor willnote all such queries and requests

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for advice but shall refer them immediately to the Company, advising the relevant customer that the Company will handle them.

16. Customers Claims and Disputes

The Company will be exclusively responsible for the handling of all claims of whatsoever nature alleged by the customers and theContractor shall immediately on receipt of same pass on to the Company any claims that it receives itself. However and for the avoidanceof doubt it is expressly understood that this is an arrangement for claims handling only and not an acceptance of liability and/or that theCompany is the due defendant. This method of claims handling will therefore be entirely without prejudice to any steps the Companymay take upon receipt of a claim, including any rights of recourse it may against the Contractor and/or its rights to require the Contractorto comply with its directions in relation to any formal steps that may need to be taken in litigation or arbitration process, and/or its rightto return the papers to the Contractor for forward handling where the Company takes the view that it has no involvement in the relevantdispute.

17. Force Majeure

Neither the Company or the Contractor shall, save in respect of any obligation to make payment or to the extent otherwise in thisAgreement expressly provided, be responsible for any loss or damage or delay or failure in performance hereunder arising or resultingfrom circumstances beyond its reasonable control including without limitation act of God, act of war, seizure under legal process,quarantine restrictions, strikes, boycotts, lock-outs, riots, civil commotions or arrest or restraint of princes or peoples or perils at sea,non-availability or lack of supply of the products by the Refineries within the Territory.

18. Liabilities and Indemnities

The Contractor shall be liable for and indemnify the Company against, all costs, claims and expenses including third party claims arisingin connection with the performance, non-performance or misperformance of service or any

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defects or alleged defects in the quality or quantity of the products provided however that any such costs, claims and expenses are directlyattributable to the Contractor's own negligence or willful misconduct.

In any case the Contractor's liability to indemnify the Company will not extent to such matters as demurrage claims by the Company'scustomers for delays caused by the Contractor and/or any other consequential losses whatsoever.

19. Termination

Notwithstanding the provisions of clauses 1 and 7, and without prejudice to any prior rights accrued to either party, this Agreement shallterminate in the following circumstances :

(a) At the Contractor's option, this Agreement shall terminate with immediate effect and without liability to Contractor inthe event that Contractor's petroleum trading license terminates or is revoked by the Greek authorities, or in any eventwhere the Contractor or its agents are unable to continue business in Greece,

(b) By the non-breaching party, upon any breach by the other party in the performance of any of its obligations, under thisAgreement, being of a kind fundamental in nature, if not remedied within thirty (30) days after receipt of written noticethereof from the non-breaching party,

(c) If either party shall file for bankruptcy, or shall go into liquidation for purposes other than reconstruction oramalgamation or if a receiver or sequestrator of the undertaking and assets of either party shall be appointed or if eitherparty shall enter into deed of arrangement for the benefit of its creditors, the other party may by written notice forthwithterminate this Agreement,

(d) At the Company's option, this Agreement shall terminate without liability to the Company in the event that theCompany would decide to cease its supply activities for the products in the Territory by serving a twelve (12) monthsprior written notice to the Company.

In the event for any reason whatsoever this Agreement terminates then payment of all invoices rendered to the Company in relation toCompany's

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payment obligations under this Agreement which have arisen prior to the date of termination shall become due and payable.

20. Assignment

This Agreement shall not be assigned or otherwise transferred by either Party without the prior written consent of the other Party, suchconsent not to b unreasonably withheld. Any assignment made hereunder shall not relieve the assigning Party from its liabilities underthis Agreement incurred prior to the date of assignment.

21. Settlement of Disputes

21.1 As priority:

Should any dispute arise between the two Parties, the aforementioned Parties hereby undertake to find an amicable settlement for theaforementioned dispute or discrepancy.

21.2 Secondly

21.2.1 Failing an amicable settlement between the Parties, any dispute related related to this Agreement shall be submitted tothe competent jurisdiction.

21.2.2 To the extent that any Party has or thereafter may acquire immunity from jurisdiction of any court in any action orproceeding conducted pursuant to this Agreement, such party hereby irrevocably agrees not to invoke such immunity as adefense, and irrevocably waives any such immunity.

22. Notices

22.1 All notices to be given hereunder by either Party to the other shall be in writing and shall be delivered by Fax orelectronically and then by hand or by post at the following addresses:

22.1.1Company:

Aegean Marine Petroleum S.A.36 Vyron Ave, Nicosia TowerCenter,8th floor, flat/office 803 PC 1506,Nicosia-CyprusFax: 0035722451291Attention : Mrs Christina Sarris

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22.1.2Contractor:

Aegean Oil S.A.10, Akti Kondili,185 45 Piraeus, GreeceFax: 210 4586241Attention : Mr IoannisTriantafyllakis

22.2 Any notice between the parties with respect to this Agreement shall be delivered by hand or sent by pre-paid registered postto the address of the addressee as set out above, or to such other address as the addressee may from time to time have notifiedfor the purpose of this clause.

22.3 Notices shall be deemed to have been received (i) if sent by pre-paid registered post: five (5) business days after postingexclusive of the day of posting or (ii) if delivered by hand: on the day of delivery.

22.4 In proving service of any notice (i) delivered by hand: it shall be necessary only to produce a receipt for the communicationsigned by or on behalf of the addressee or (ii) delivered by post: it shall be necessary only to provide the registered post receipt.

23. Entire Agreement

This Agreement shall constitute the entire agreement between the undersigned with respect to the subject matter hereof and shallsupersede all previous negotiations, commitments and writings of the undersigned in relation to the subject matter.

24. Headings

All headings have been inserted for convenience of reference only, and shall not affect the interpretation of any of the provisions of thisAgreement.

25. Binding Effect

This Agreement and the rights, duties and obligations of the undersigned shall inure to the benefit of and be binding upon theirundersigned and upon their successors and assignees.

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26. Severability of provisions

In any case one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect thevalidity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

27. Applicable Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Greece. Any dispute which may arise out of thisAgreement shall be referred to Arbitration by the Greek Chamber of Shipping.

IN WITNESS whereof the parties have caused this Agreement to be duly executed as a deed on the day and year first above written.

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[SIGNATURE BLOCKS]

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Exhibit 4.47

Private & Confidential

Dated 16 September 2016

AEGEAN MARINE PETROLEUM S.A.as the Company

AEGEAN MARINE PETROLEUM S.A.

AEGEAN PETROLEUM INTERNATIONAL INC.

AEGEAN NWE N.V. and

AEGEAN BUNKERING GERMANY GMBHas the Borrowers

CERTAIN COMPANIESas Guarantors

ABN AMRO BANK N.V. and

BNP PARIBASas Active Bookrunning Mandated Lead Arrangers

ABN AMRO BANK N.V.as Facility Agent

ABN AMRO BANK N.V.as Collateral Management Agent

ABN AMRO BANK N.V.as Security Agent

ABN AMRO BANK N.V.as Documentation Bank

CERTAIN FINANCIAL INSTITUTIONSas Lenders

ABN AMRO BANK N.V.as Co-Ordinator

AMENDMENT AND RESTATEMENTAGREEMENT

relating to a $1,000,000,000 Borrowing BaseFacility Agreement



Contents

Clause Page

1 Definitions and interpretation 22 Amendment and restatement and Facility C increase 23 Effective Date 34 Representations and warranties 45 Fees and Expenses 46 Confirmation of security and guarantees 57 Miscellaneous 58 Governing Law 5Schedule 1 The Parties 6Schedule 2 Conditions precedent to the Effective Date 7Schedule 3 Amended and Restated Facility Agreement 9Schedule 4 Form of Effective Date Notice 10Signatures 11



THIS AMENDMENT AND RESTATEMENT AGREEMENT is dated 16 September 2016 and made BETWEEN:

(1) AEGEAN MARINE PETROLEUM S.A. a corporation incorporated under the laws of Liberia with registered office at 80Broad Street, Monrovia, Republic of Liberia (the Company);

(2) AEGEAN PETROLEUM INTERNATIONAL INC., a corporation incorporated under the laws of the Marshall Islands withregistered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands (APII);

(3) AEGEAN NWE N.V., a limited liability company incorporated under the laws of Belgium with registered office atNijverheidsstraat 7, B-2960 Brecht, Belgium (ANNV);

(4) AEGEAN BUNKERING GERMANY GMBH, a limited liabilty company incorporated under the laws of the Federal Republicof Germany, having its business address at Überseeallee 1, 29457 Hamburg, which is registered in the commercial register(Handelsregister) kept at the local court (Amtsgericht) of Kiel under registration number HRB 16326 KI (ABG);

(5) THE COMPANIES listed in Part I of Schedule 1 (The Parties) as guarantors (the Original Guarantors);

(6) ABN AMRO BANK N.V. and BNP PARIBAS as active bookrunning mandated lead arrangers (whether acting individually ortogether the Arranger or Arrangers);

(7) THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (The Parties) as lenders (the Lenders);

(8) ABN AMRO BANK N.V. as documentation bank (the Documentation Bank);

(9) ABN AMRO BANK N.V. as facility agent of the other Finance Parties (the Facility Agent);

(10) ABN AMRO BANK N.V. as collateral management agent of the other Finance Parties (the Collateral Management Agent);

(11) ABN AMRO BANK N.V. as security trustee for the Secured Parties (the Security Agent); and

(12) ABN AMRO BANK N.V. as co-ordinator (the Co-Ordinator).

WHEREAS:

(A) The parties to this Agreement entered into the Original Agreement on 19 September 2013.

(B) Pursuant to an extension request dated 29 July 2016 (the Extension Request) the Company has requested (i) anextension of Facility A and Facility B in accordance with clause 2.4 (Extension Option) of the Original Agreement and(ii) that various amendments be made to the Original Agreement.

(C) Pursuant to a consent letter dated on or about the date of this Agreement (the Extension Request Consent Letter) eachof the Lenders has agreed to the extension and amendments and increase (in relation to Facility C) requested in theExtension Request subject to the occurrence of the Effective Date under this Agreement.

(D) Arab Bank (Switzerland) Ltd has not consented to the extension and amendments contemplated by the ExtensionRequest and hereunder and accordingly shall cease to be a Lender (as defined in the Original Agreement) from theexisting Facility A Termination Date.

IT IS AGREED as follows:

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1 Definitions and interpretation

1.1 In this Agreement:

Effective Date has the meaning given to it in clause 3 (Effective Date).

Extension Fee Letter means the Fee Letter to be entered into on or about the date hereof in respect of the ExtensionFee.

New South African Security Documents means:

(a) the pledge and cession in security agreement in relation to certain goods located onboard floating storage(having official number 17463 and IMO Number 9031961 and which, as at the date hereof, has vessel name"Umnenga"), to be entered into between the Company and the Security Agent; and

(b) the letter agreement to be entered into in relation to the pledge referred to in paragraph (a) above between theSecurity Agent, the Company, Aegean Tanking S.A., a company incorporated under the laws of the Republicof Liberia, with its registered office at 80 Broad Street, Monrovia, Republic of Liberia, and Aegean BunkeringMarine Services Proprietary Limited, a private company duly incorporated under South African law, withregistration number C-108789, and with registered offices at 26 Waverley Drive, Mill Park, Port Elizabeth6000, South Africa.

Original Agreement means a one billion Dollar (USD$ 1,000,000,000) borrowing base facility agreement dated 19September 2013 (as amended prior to the date of this Agreement) between the parties to this Agreement.

Spanish Pledge Amendments means an amendment agreement in respect of each Spanish Pledge reflecting theextension of the Facilities beyond the maximum period of the Facilities (including potential extensions) contemplatedat the time of execution of the Spanish Pledges.

1.2 Unless the context otherwise requires or unless otherwise defined in this Agreement, words and expressions defined inthe Original Agreement (as amended by this Agreement) shall have the same meaning when used in this Agreement.

1.3 In addition, clause 1.2 (Construction) of the Original Agreement (as amended by this Agreement) shall be deemed tobe incorporated in this Agreement in full, except that references in the Original Agreement to "this Agreement" shallbe construed as references to this Agreement.

1.4 This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shallbe an original but all counterparts shall together constitute one and the same instrument.

1.5 The provisions of clause 1.4 (Third party rights) of the Original Agreement shall apply to this Agreement as they applyto the Original Agreement.

1.6 In accordance with the Original Agreement, this Agreement, the Extension Fee Letter, the New South African SecurityDocuments and the Spanish Pledge Amendments shall constitute "Finance Documents".

2 Amendment and restatement and changes to Proposed Participations

Amendment and restatement

2.1 The Original Agreement shall, with effect on and from the Effective Date, be (and it is hereby) amended so as to readin accordance with the form of the amendment and restated Facility Agreement as set out in Schedule 3 (Amended andRestated Facility Agreement) of this

2



Agreement and (as so amended) will continue to be binding upon each of the parties thereto in accordance with itsterms as so amended and restated.

Increase in Proposed Participations

2.2 With effect from the Effective Date, the Facility C Total Proposed Participations shall be increased by $40,000,000(forty million dollars). Each Facility C Lender shall, on and with effect from the Effective Date, have the Facility CProposed Participation set opposite its name under the heading Facility C Proposed Participation in Part II of Schedule1 (The Original Parties) of the restated Facility Agreement as set out in Schedule 3 (Amended and Restated FacilityAgreement) of this Agreement.

2.3 With effect from the existing Facility A Termination Date, ABN AMRO Bank N.V (in its capacity as a Lender) hasagreed to increase its Facility A Proposed Participation in the amount of the Facility A Proposed Participation of ArabBank (Switzerland) Ltd immediately prior to it ceasing to be a Lender on the existing Facility A Termination Date, sothat on such date the Total Facility A Proposed Participations shall remain unchanged. Accordingly, with effect fromthe existing Facility A Termination Date, all parties agree that the Facility A Proposed Participations of the Facility ALenders shall be as set out opposite each such Lender's name under the heading Facility A Proposed Participation inPart II of Schedule 1 (The Original Parties) of the restated Facility Agreement as set out in Schedule 3 (Amended andRestated Facility Agreement) of this Agreement.

3 Effective Date

Conditions precedent documentation

3.1 Each of:

(a) extension of Facility A and Facility B as set out in the Extension Request Consent Letter; and

(b) the amendments to be made to the Original Agreement by this Agreement (including, without limitation, theincrease in the Facility C Total Proposed Participations as contemplated above); and

(c) the waiver contained in clause 3.4

below, shall take effect on and from the date (the Effective Date) which is the later of (i) the date on which theFacility Agent notifies the Company in writing in the form set out in Schedule 4 (Form of Effective Date Notice) thatit has received in form and substance satisfactory to it (or otherwise waived the right to receive) the documentsand deliverables listed in Schedule 2 (Conditions precedent to the Effective Date) and (ii) the existing Facility ATermination Date. Each Obligor shall procure that such documents and deliverables are provided to the Facility Agentprior to the existing Facility A Termination Date.

Further conditions precedent

3.2 The Facility Agent may decide not to give notice of the occurrence of the Effective Date under clause 3.1 if, on the dateon which it would otherwise have done so, a Default is continuing or any of the representations and warranties in thisAgreement are untrue or incorrect as at such date as if made on such date with respect to the facts and circumstancesexisting at such date.

Temporary re-categorisation of Spanish assets

3.3 Notwithstanding any other provision of the Finance Documents, the assets of the Spanish Pledgor shall be deemed tobe unsecured for the purposes of determining their eligibility for inclusion in the Borrowing Base during the periodcommencing on 17 September 2016 (or the

3



Effective Date, if earlier) until the date on which the Facility Agent confirms in writing to the Company that it hasreceived the following:

(a) duly executed originals of the Spanish Pledge Amendments;

(b) evidence of the registration of the Spanish Pledge Amendments at the relevant Registries of MoveableProperty;

(c) such evidence as the Lenders may reasonably require of the capacity and authority of the Spanish Pledgor toexecute the Spanish Pledge Amendments; and

(d) a legal opinion of Garrigues in relation to Spanish law, addressed to the Facility Agent, the Security Agent andthe Lenders,

in each case in form and substance satisfactory to the Facility Agent (the Conditions Subsequent).

3.4 In consideration of the agreement contained in clause 3.3 above, the Company shall not be required to comply withthe requirements in clause 3.3 of the Second Amendment and Restatement Agreement to deliver by the ConditionsSubsequent Satisfaction Date the Conditions Subsequent (each term as defined in the Second Amendment andRestatement Agreement).

Conditions subsequent documentation

3.5 On or before the date which is seven (7) Business Days after the date of this Agreement (the Conditions SubsequentSatisfaction Date), the Company shall deliver to the Facility Agent evidence in form and substance satisfactory to theFacility Agent that each New South African Security Document which is executed outside the Republic of South Africahas been duly authenticated for the purpose of use within the Republic of South Africa (the Condition Subsequent).

3.6 If the Company fails to satisfy the Condition Subsequent by the Conditions Subsequent Satisfaction Date, the assetspurporting to be secured by the New South African Security Documents shall be deemed to be unsecured for thepurposes of determining their eligibility for inclusion in the Borrowing Base until the failure to satisfy the ConditionSubsequent is remedied to the satisfaction of the Facility Agent.

4 Representations and warranties

4.1 Each Obligor represents and warrants to each Finance Party that the representations and warranties set out in clause21 (Representations) of the Original Agreement are true and correct as if made at the date of this Agreement withreference to the facts and circumstances existing at the date of this Agreement and as if references therein to "FinanceDocuments" included this Agreement.

4.2 Each of the representations and warranties referred to in clause 4.1 shall be deemed to be repeated by each Obligoron the Effective Date and on the date of the Spanish Pledge Amendments, in each case with reference to the facts andcircumstances existing on such day.

5 Fees and Expenses

5.1 The Company shall pay to the Facility Agent (for and on behalf of each Lender) the Extension Fee in Dollars in theamounts and at the time set out in the Extension Fee Letter.

5.2 The Borrower shall promptly on demand pay to the Facility Agent all costs and expenses (including legal fees)reasonably incurred by the Facility Agent in connection with this Agreement and the provision of the ConditionsSubsequent.

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6 Confirmation of security and guarantees

6.1 Each Obligor agrees, confirms and acknowledges that the Security provided by it under the Transaction SecurityDocuments and its obligations under the Finance Documents (including the obligations of the Guarantors underclause 20 (Guarantee and Indemnity) of the Original Agreement) shall not be discharged, impaired or otherwiseadversely affected by the amendment and restatement of the Original Agreement in accordance with this Agreement,are continuing and shall remain in full force and effect in respect of, and extend to cover, the obligations of the Obligorsunder the Finance Documents (as amended, extended and/or increased by this Agreement).

6.2 All references in any Finance Document to the "Facility Agreement" or any other derivative description of the "FacilityAgreement" shall be construed as references to such document as amended by this Agreement.

7 Miscellaneous

7.1 The provisions of clause 36 (Notices) of the Original Agreement shall extend and apply to the giving or making ofcommunications hereunder as if the same were expressly stated in this Agreement.

7.2 If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect underany law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality,validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected orimpaired.

7.3 The provisions of clause 39 (Remedies and waivers) of the Original Agreement shall be deemed to be incorporated inthis Agreement in full, mutatis mutandis.

8 Governing Law

8.1 This Agreement and any non-contractual obligations connected with it are governed by English law.

8.2 The provisions of clause 44 (Enforcement) of the Original Agreement shall be deemed to be incorporated in thisAgreement in full, mutatis mutandis.

IN WITNESS whereof the parties hereto have caused this Agreement to be duly executed the day and year first above written.

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Schedule 1The Parties

Part I - The Guarantors

Name of Original Guarantors Registration number (orequivalent, if any)

Original Jurisdiction

Aegean Marine Petroleum Network Inc. 14958 Marshall Islands

Aegean Marine Petroleum S.A. C-76656 Liberia

Aegean Petroleum International Inc. 28486 Marshall Islands

Aegean NWE N.V. 6E412.527.142 Belgium

Aegean Bunkering Germany GmbH HRB 16326 KI Germany

Part II - The Lenders

ABN AMRO Bank N.V.

BNP Paribas (Suisse) SA

KBC Bank NV

Natixis

Coöperatieve Rabobank U.A.

ING Belgium, Brussels, Geneva Branch

Société Générale

Belfius Bank NV/SA

National Bank of Greece SA

Credit Suisse AG

Mashreqbank PSC

Emirates NBD PJSC, London Branch

6



Schedule 2Conditions precedent to the Effective Date

1. Finance Documents

(a) This Agreement duly executed by each party.

(b) The Extension Fee Letter duly executed by each party.

(c) Each of the New South African Security Documents duly executed by each party.

2. Corporate documentation in respect of Obligors

(a) In respect of each Obligor:

(i) confirmation from a director that there has been no change or amendment to its constitutional documentswhich were previously delivered to the Facility Agent pursuant to the Original Agreement (or, if there hasbeen changes or amendments, certified true copies of the same).

(ii) a copy, certified by a director, of signed resolutions of the board of directors and/or the shareholders of eachObligor (as applicable):

(A) approving the terms of, and the transactions contemplated by, this Agreement and authorising theexecution, delivery and performance of this Agreement;

(B) authorising a specified person or persons to execute this Agreement; and

(C) authorising a specified person or persons, on its behalf, to sign, execute and deliver all otherdocuments and notices to be executed or delivered under or in connection with them.

(iii) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above(unless provided to the Facility Agent pursuant to the Original Agreement).

(b) In respect of Aegean Tanking S.A.:

(i) a copy of its constitutional documents;

(ii) a copy of a signed resolution of its board of directors:

(A) approving the terms of, and the transactions contemplated by, the New South African SecurityDocuments to which it is a party and resolving that it execute, deliver and perform the New SouthAfrican Security Documents to which it is a party;

(B) authorising a specified person or persons to execute the New South African Security Documents towhich it is a party on its behalf; and

(C) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents andnotices to be signed and/or despatched by it under or in connection with the New South AfricanSecurity Documents to which it is a party;

7



(iii) a specimen of the signature of each person authorised by the resolution referred to in paragraph (ii) above inrelation to the New South African Security Documents; and

(iv) a certificate of good standing.

(c) In respect of Aegean Bunkering Marine Services Proprietary Limited:

(i) a copy of its constitutional documents;

(ii) a copy of a signed resolution of its board of directors:

(A) approving the terms of, and the transactions contemplated by, the New South African SecurityDocuments to which it is a party and resolving that it execute, deliver and perform the New SouthAfrican Security Documents to which it is a party;

(B) authorising a specified person or persons to execute the New South African Security Documents towhich it is a party on its behalf; and

(C) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents andnotices to be signed and/or despatched by it under or in connection with the New South AfricanSecurity Documents to which it is a party; and (iii) a specimen of the signature of each personauthorised by the resolution referred to in paragraph (ii) above in relation to the New South AfricanSecurity Documents.

3. Fees

Evidence that any fees, costs and expenses then due from any Obligor pursuant to clause 5 (Fees and Expenses) or under anyother Finance Document have been paid or will be paid by the Effective Date.

4. Legal opinions

The following legal opinions, each addressed to the Facility Agent, the Security Agent and the Lenders:

(a) Norton Rose Fulbright LLP as to English law;

(b) Koan as to Belgian law;

(c) Norton Rose Fulbright US LLP as to Marshall Islands law;

(d) Norton Rose Fulbright US LLP as to Liberian law;

(e) Norton Rose Fulbright LLP as to German law; and

(f) Norton Rose Fulbright South Africa Inc. as to South African law,

each substantially in the form distributed to the Lenders prior to signing the this Agreement.

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Schedule 3

Amended and Restated Facility Agreement

9



CONFIDENTIAL Execution version

Dated 19 September 2013

(as amended and restated on 16September 2016)

AEGEAN MARINE PETROLEUM S.A.as the Company

AEGEAN MARINE PETROLEUM S.A.AEGEAN PETROLEUM INTERNATIONAL INC.

AEGEAN NWE N.V. andAEGEAN BUNKERING GERMANY GMBH

as the Borrowers

CERTAIN COMPANIESas Guarantors

ABN AMRO BANK N.V. andBNP PARIBAS

as Active Bookrunning Mandated Lead Arrangers

ABN AMRO BANK N.V.as Facility Agent

ABN AMRO BANK N.V.as Collateral Management Agent

ABN AMRO BANK N.V.as Security Agent

ABN AMRO BANK N.V.as Documentation Bank

CERTAIN FINANCIAL INSTITUTIONSas Original Lenders

ABN AMRO BANK N.V.as Co-Ordinator

FACILITY AGREEMENT FOR ABORROWING BASE FACILITY



Contents

Clause Page

Section 1 Interpretation 11 Definitions and Interpretation 1Section 2 The Facility 322 The Facilities 323 Purpose 384 Conditions of Utilisation 39Section 3 Utilisation 415 Utilisation 416 Ancillary Facilities 44Section 4 Repayment, Prepayment and Cancellation 507 Repayment 508 Voluntary prepayment and cancellation 519 Mandatory prepayment and cancellation 5210 Restrictions 53Section 5 Costs of Utilisation 5511 Interest 5512 Interest Periods 5613 Changes to the Calculation of Interest 5714 Fees 58Section 6 Additional Payment Obligations 6015 Tax Gross Up and Indemnities 6016 Increased Costs 6517 Other Indemnities 6618 Mitigation by the Lenders 6819 Costs and Expenses 69Section 7 Guarantee 7020 Guarantee and Indemnity 70



Section 8 Representations, Undertakings and Events of Default 7621 Representations 7622 Information Undertakings 8223 Financial covenants 8924 General Undertakings 9225 Bank Accounts 10226 Events of Default 104Section 9 Changes to Parties 11027 Changes to the Lenders 11028 Restriction on Debt Purchase Transactions 11429 Changes to the Obligors 115Section 10 The Finance Parties 11930 Role of the Facility Agent, the Collateral Management Agent, the Arranger and Others 11931 The Security Agent 12932 Conduct of Business by the Finance Parties 14133 Sharing among the Finance Parties 141Section 11 Administration 14334 Payment mechanics 14335 Set-Off 14636 Notices 14737 Calculations and Certificates 15038 Partial Invalidity 15039 Remedies and Waivers 15140 Amendments and Waivers 15141 Confidentiality 15342 Counterparts 156Section 12 Governing Law and Enforcement 15743 Governing Law 15744 Enforcement 157



45 Bail-in Clause 157Schedule 1 The Original Parties 159Part I The Obligors 159Part II The Original Lenders 160Schedule 2 Conditions precedent 161Part I Conditions precedent to initial Utilisation 161Part II Conditions precedent required to be delivered by an Additional Obligor 165Part Ill Conditions precedent required to be delivered in connection with Sensitive Zones 167Schedule 3 Utilisation Request 168Schedule 4 Mandatory Cost formula 170Schedule 5 Form of Transfer Certificate 172Schedule 6 Form of Assignment Agreement 174Schedule 7 Form of Compliance Certificate 177Schedule 8 Timetables 178Schedule 9 Forms of Notifiable Debt Purchase Transaction Notice 179Part I Form of Notice on Entering into Notifiable Debt Purchase Transaction 179Part II Form of Notice on Termination of Notifiable Debt Purchase Transaction / Notifiable Debt Purchase

Transaction ceasing to be with Parent Affiliate180

Schedule 10 Form of Accession Letter 181Schedule 11 Form of Resignation Letter 182Schedule 12 Borrowing Base Amount 183Schedule 13 Form of Borrowing Base Report 189Schedule 14 Form of Lender Accession Letter 190Schedule 15 [Intentionally deleted] 192Schedule 16 Approved Suppliers 193Schedule 17 Permitted Indebtedness 194Schedule 18 Specified Existing Indebtedness 196Schedule 19 Form of New Lender Spanish Power of Attorney 197Schedule 20 Form of Deed of Undertaking 200Schedule 21 Form of Lender utilisation report 205SIGNATURES 206



THIS AGREEMENT is dated 19 September 2013 (as amended and restated on 16 September 2016) and made between:

(1) AEGEAN MARINE PETROLEUM S.A. a corporation incorporated under the laws of Liberia with registered office at 80Broad Street, Monrovia, Republic of Liberia (the Company);

(2) AEGEAN PETROLEUM INTERNATIONAL INC., a corporation incorporated under the laws of the Marshall Islands withregistered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands (APII);

(3) AEGEAN NWE N.V., a limited liability company incorporated under the laws of Belgium with registered office atNijverheidsstraat 7, B-2960 Brecht, Belgium (ANNV);

(4) AEGEAN BUNKERING GERMANY GMBH, a limited liability company incorporated under the laws of the FederalRepublic of Germany, having its business address at Holstenwall 5, 20355 Hamburg, Germany which is registered in thecommercial register (Handelsregister) kept at the local court (Amtsgericht) of Kiel under registration number HRB 16326 KI(ABGG);

(5) THE COMPANIES listed in Part I of Schedule 1 (The Original Parties) as guarantors (the Original Guarantors);

(6) ABN AMRO BANK N.V. and BNP PARIBAS as active bookrunning mandated lead arrangers (whether acting individually ortogether the Arranger or Arrangers);

(7) THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (The Original Parties) as lenders (the Original Lenders);

(8) ABN AMRO BANK N.V. as documentation bank (the Documentation Bank);

(9) ABN AMRO BANK N.V. as facility agent of the other Finance Parties (the Facility Agent);

(10) ABN AMRO BANK N.V. as collateral management agent of the other Finance Parties (the Collateral Management Agent);

(11) ABN AMRO BANK N.V. as security trustee for the Secured Parties (the Security Agent); and

(12) ABN AMRO BANK N.V. as co-ordinator (the Co-Ordinator).

IT IS AGREED as follows:

Section 1Interpretation

1. Definitions and Interpretation

1.1 Definitions

In this Agreement:

Acceptable Bank means:

(a) a bank or financial institution which has a rating for its long-term unsecured and non-credit-enhanced debtobligations of BBB- or higher by Standard & Poor's Rating Services or Fitch Ratings Ltd or Baa3 or higherby Moody's Investors Service Limited or a comparable rating from an internationally recognised credit ratingagency;

(b) any other bank or financial institution approved by the Facility Agent and the Parent; or

(c) each of the Arrangers

1



Accession Letter means a document substantially in the form set out in Schedule 10 (Form of Accession Letter)

Account Bank means the Collateral Management Agent

Accounting Principles means generally accepted accounting principles in The United States of America

Accounting Reference Date means 31 December

Account Pledge Agreements means:

(a) the pledge agreement dated on or about the date of this Agreement between the Borrowers as pledgors andthe Security Agent as pledgee, pursuant to which the Borrowers pledge, inter alia, all amounts standing tothe credit of the Collection Accounts and the Facility Accounts in favour of the Security Agent to secure theSecured Obligations; and

(b) the pledge agreement entered into between the ABGG as pledgor and the Security Agent as pledgee, pursuantto which ABGG pledges, inter alia, all amounts standing to the credit of its Collection Accounts and theFacility Accounts in favour of the Security Agent to secure the Secured Obligations

Additional Borrower means ABGG and any other company which becomes an Additional Borrower in accordancewith clause 29 (Changes to the Obligors)

Additional Cost Rate has the meaning given to that term in Schedule 4 (Mandatory Cost formula)

Additional Guarantor means ABGG and any other company which becomes an Additional Guarantor in accordancewith clause 29 (Changes to the Obligors)

Additional Obligor means an Additional Borrower or an Additional Guarantor

Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any otherSubsidiary of that Holding Company

Agent's Rate of Exchange means the Facility Agent's spot rate of exchange for the purchase of the relevant currencywith the Base Currency in the London foreign exchange market at or about 11:00 a.m. on the date of the most recentlydelivered Borrowing Base Report

Amendment and Restatement Agreement means the amendment and restatement agreement in respect of thisAgreement dated 18 September 2014 entered into between the parties to this Agreement

Ancillary Facilities means Overdraft Facilities and/or Credit Instruments issued or entered into by Lenders on abilateral basis pursuant to this Agreement

AOTC means Aegean Oil Terminal Corporation, a company duly incorporated in the Marshall Islands with itsregistered address at PO Box 1405, Majuro, Marshall islands

Applicable Law means:

(a) in relation to any jurisdiction or to the European Union, any law, regulation, treaty, directive, decision, rule,regulatory requirement, judgment, order, ordinance, request, guideline or direction or any other act of anygovernment entity of such jurisdiction or of any EU Institution whether or not having the force of law and withwhich any Party is required to comply, or with which it would, in the normal course of its business, comply;and

2



(b) in relation to any Lender, any Basel II Regulation applicable to that Lender

Approved Suppliers means:

(a) the suppliers listed in Schedule 16 (Approved Suppliers);

(b) any refinery in compliance with the terms and conditions of clause 22.16 (Proof of Origin); and

(c) any other supplier which is approved in writing by the Company and the Facility Agent (acting on theinstructions of all Lenders),

but in each case only to the extent of any supply contracts entered into in respect of the Sensitive Zone and providedthat an Approved Supplier shall cease to be an Approved Supplier on the date on which:

(i) the Facility Agent (acting on the instructions of the Majority Lenders) so directs in writing to the Company;and/or

(ii) any Lender so directs in writing to the Facility Agent and the Company on the basis of such Lender's internalor external compliance requirements

Assignment Agreement means an agreement substantially in the form set out in Schedule 6 (Form of AssignmentAgreement) or any other form agreed between the relevant assignor and assignee

Auditors means one of PricewaterhouseCoopers, Ernst & Young, KPMG or Deloitte & Touche

Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation orregistration

Availability Period means:

(a) in relation to Facility A, the period from and including the date of this Agreement to and including the datewhich is one (1) Month prior to the Facility A Termination Date;

(b) in relation to Facility B, the period from and including the date of this Agreement to and including the datewhich is one (1) Month prior to the Facility B Termination Date; and

(c) in relation to Facility C, the period from and including the date of this Agreement to and including the FacilityC Termination Date

Available Proposed Participation means, in relation to a Facility, a Lender's Proposed Participation under that Facilityminus:

(a) the Base Currency Amount of its participation in any outstanding Utilisations under that Facility; and

(b) in relation to any proposed Utilisation, the Base Currency Amount of its participation in any Utilisations thatare due to be made under that Facility on or before the proposed Utilisation Date,

other than that Lender's participation in any Utilisation that are due to be repaid, prepaid, reduced or cancelled on orbefore the proposed Utilisation Date

Available Facility means, in relation to a Facility, the aggregate for the time being of each Lender's Available ProposedParticipation in respect of that Facility, subject to clause 4.7 (Maximum Available Amount)

3



Bail-In Action means the exercise of any Write-down and Conversion Powers

Bail-In Legislation means:

(a) in relation to an EEA Member Country which has implemented, or which at any time implements, Article55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutionsand investment firms , the relevant implementing law or regulation as described in the EU Bail-In LegislationSchedule from time to time; and

(b) in relation to any other state, any analogous law or regulation from time to time which requires contractualrecognition of any Write-down and Conversion Powers contained in that law or regulation.

Base Currency means Dollars

Base Currency Amount means, in relation to a Utilisation, the amount specified in the Utilisation Request deliveredby a Borrower for that Utilisation (or, if the amount requested is not denominated in the Base Currency, that amountconverted into the Base Currency at the Agent's Rate of Exchange as at the date which is three (3) Business Days beforethe Utilisation Date or, if later, on the date the Facility Agent receives the Utilisation Request) adjusted to reflect anyrepayment, prepayment, consolidation or division of the Utilisation

Basel II Accord means the "International Convergence of Capital Measurement and Capital Standards, a RevisedFramework" published by the Basel Committee on Banking Supervision in June 2004 as updated prior to, and in theform existing on, the date of this Agreement, excluding any amendment thereto arising out of the Basel Ill Accord

Basel II Approach means, in relation to any Finance Party, either the Standardised Approach or the relevant InternalRatings Based Approach (each as defined in the Basel II Accord) adopted by that Finance Party (or any of its Affiliates)for the purposes of implementing or complying with the Basel II Accord

Basel II Increased Cost means an Increased Cost which is attributable to the implementation or application of orcompliance with any Basel II Regulation in force as at the date hereof (whether such implementation, application orcompliance is by a government, regulator, Finance Party or any of its Affiliates)

Basel II Regulation means:

(a) any Applicable Law in force as at the date hereof implementing the Basel II Accord (including the relevantprovisions of directive 2013/36/EU (CRD IV) and regulation 575/2013 (CRR) of the European Union); or

(b) any Basel II Approach adopted by a Finance Party or any of its Affiliates;

but excludes any Applicable Law implementing the Basel Ill Accord save and to the extent that it is a re-enactment ofany Applicable Law referred to in paragraph (a) of this definition

Basel III Accord means, together:

(c) the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel Ill:A global regulatory framework for more resilient banks and banking systems", "Basel Ill: Internationalframework for liquidity risk measurement, standards and monitoring" and "Guidance for national authoritiesoperating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision inDecember 2010, each as amended, supplemented or restated;

(d) the rules for global systemically important banks contained in "Global systemically important banks:assessment methodology and the additional loss absorbency

4



requirement - Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended,supplemented or restated; and

(e) any further guidance or standards published by the Basel Committee on Banking Supervision relating to"Basel Ill"

Basel III Increased Cost means an Increased Cost which is attributable to the implementation or application of orcompliance with any Basel Ill Regulation (whether such implementation, application or compliance is by a government,regulator, Finance Party or any of its Affiliates)

Basel III Regulation means any Applicable Law implementing the Basel Ill Accord (including CRD IV and CRR)save and to the extent that it is re-enacts a Basel II Regulation

Borrower means an Original Borrower or an Additional Borrower in each case unless it has ceased to be a Borrowerin accordance with clause 29 (Changes to the Obligors)

Borrowing Base means the aggregate of cash, inventory and receivables from time to time included in the BorrowingBase Report in accordance with Schedule 12 (Borrowing Base Amount)

Borrowing Base Amount means at any time:

(a) the Base Currency Amount of the aggregate of the Borrowing Base calculated pursuant to Schedule 12(Borrowing Base Amount);

less

(b) the Outstandings (but excluding the Excess Overdraft Amounts)

Borrowing Base Audit Report means an audit report in respect of the Borrowing Base to be provided by the Companyin accordance with the terms of this Agreement, provided by a report provider acceptable to the Collateral ManagementAgent (which shall not be a Borrower's auditors) addressed to, on terms acceptable to, and capable of being repliedupon by, the Collateral Management Agent

Borrowing Base Report means a report substantially in the form set out in Schedule 13 (Form of Borrowing BaseReport), duly completed by the Company and signed on its behalf by two (2) authorised signatories

Break Costs means the amount (if any) by which:

(a) the interest which a Lender should have received for the period from the date of receipt of all or any part ofits participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loanor Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that InterestPeriod;

exceeds:

(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amountor Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a periodstarting on the Business Day following receipt or recovery and ending on the last day of the current InterestPeriod

Bridge Financing means loan financing provided on a bilateral basis by any Lender to members of the Group forworking capital purposes with a maximum tenor (including any potential extensions and/or renewals) of 120 days andwhich is intended to be refinanced by Utilisations

5



Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London,Paris, Geneva, Amsterdam and New York City and (in relation to any date for payment or purchase of euro) anyTARGET Day

Cash means, at any time, cash in hand or at bank and (in the latter case) credited to an account in the name of a memberof the Group with an Acceptable Bank and to which a member of the Group is alone (or together with other membersof the Group) beneficially entitled and for so long as:

(a) that cash is repayable on demand;

(b) repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member ofthe Group or of any other person whatsoever or on the satisfaction of any other condition;

(c) there is no Security over that cash except for Transaction Security or any Security permitted pursuant to clause24.13 (Negative pledge) constituted by a netting or set-off arrangement entered into by members of the Groupin the ordinary course of their banking arrangements; and

(d) the cash is freely and immediately available to be applied in repayment or prepayment of the Facilities

Cash Equivalent Investments means at any time:

(a) certificates of deposit maturing within one year after the relevant date of calculation and issued by anAcceptable Bank;

(b) any investment in marketable debt obligations issued or guaranteed by the government of the United Statesof America, the United Kingdom, any member state of the European Economic Area or any ParticipatingMember State or by an instrumentality or agency of any of them having an equivalent credit rating, maturingwithin one year after the relevant date of calculation and not convertible or exchangeable to any other security;

(c) commercial paper not convertible or exchangeable to any other security:

(i) for which a recognised trading market exists;

(ii) issued by an issuer incorporated in the United States of America, the United Kingdom, any memberstate of the European Economic Area or any Participating Member State;

(iii) which matures within one year after the relevant date of calculation; and

(iv) which has a credit rating of either A-1 or higher by Standard & Poor's Rating Services or Fl orhigher by Fitch Ratings Ltd or P-1 or higher by Moody's Investors Service Limited, or, if no ratingis available in respect of the commercial paper, the issuer of which has, in respect of its long-termunsecured and non-credit enhanced debt obligations, an equivalent rating;

(d) any investment in money market funds which (i) have a credit rating of either A-1 or higher by Standard &Poor's Rating Services or Fl or higher by Fitch Ratings Ltd or P-1 or higher by Moody's Investors ServiceLimited, (ii) which invest substantially all their assets in securities of the types described in paragraphs (a) to(d) above and (iii) can be turned into cash on not more than thirty (30) days' notice; or

(e) any other debt security approved by the Majority Lenders,

in each case, to which any member of the Group is alone (or together with other members of the Group beneficiallyentitled at that time and which is not issued or guaranteed by any

6



member of the Group or subject to any Security (other than Security arising under the Transaction Security Documents)

Capital Stock means any and all shares, interests, participations or other equivalents (however designated) of capitalstock, any and all equivalent ownership interests in any company, corporation, limited liability company, generalpartnerships, limited partnership, limited liability partnership, trust, estate, proprietorship, joint venture or otherbusiness organization and any and all warrants, rights or options to purchase any of the foregoing, but excluding anydebt security convertible into or exchangeable for such interest

Certificate of Origin means a certificate received from an Approved Supplier stating clearly the country of origin ofthe underlying goods

Change of Control means:

(a) any Person or Group (as such terms are used in section 13(d) of the U.S. Securities Exchange Act of 1934)who (i) is not now a beneficial owner of the Parent becomes the "beneficial owner" (as defined in Rule 13d-3under the U.S. Securities Exchange Act of 1934), directly or indirectly, of more than 35% of the total votingpower or ownership interest of the Capital Stock of the Parent; or (ii) shall have obtained the power (whetheror not exercised) to elect a majority of the members of the board of directors (or similar governing body) ofthe Parent; or

(b) during any period of twelve (12) consecutive Months, the majority of the seats (other than vacant seats)on the board of directors (or similar governing body) of the Parent cease to be occupied by Persons whoeither (i) were members of the board of directors of the Parent as at the date of this Agreement, or (ii) werenominated for election by the board of directors of the Parent, a majority of whom were directors as the dateof this Agreement or whose election or nomination for election was previously approved by a majority of suchdirectors or directors elected in accordance with this paragraph (b) (ii); or

(c) a Borrower ceases to be a wholly-owned Subsidiary of the Parent

Charged Property means all of the assets of the Obligors and the Spanish Pledgor which from time to time are, or areexpressed to be, the subject of the Transaction Security

Clearing Providers means BNP Paribas Commodity Futures Limited (English company number 2391477) and ABNAMRO Clearing Bank N.V. (a company incorporated in the Netherlands) or any other clearing provider which is anAffiliate of a Facility C Lender and which is approved in writing by the Facility Agent and which enters into a Multi-Party TPA Agreement with the Company, and Clearing Provider means any of them as the case may be

Clearing Provider Hedging Agreement means any document evidencing a Clearing Provider Hedging Transaction

Clearing Provider Hedging Transactions has the meaning given to it in clause 2.8 (Hedging/Clearing)

Code means the US Internal Revenue Code of 1986

Collateral Management Agreement means a collateral management agreement in respect of inland storage to beentered into between the Security Agent, the relevant Borrower and the Collateral Manager in form and substancesatisfactory to the Facility Agent acting on the instructions of all Lenders

Collateral Manager means a collateral manager approved in writing by the Facility Agent acting on the instructionsof all Lenders

Collection Accounts means the bank accounts opened and maintained by each Borrower with the Account Bank inaccordance with clause 25 (Bank Accounts) and includes any interest of

7



the Borrowers in any replacement account or any sub-division or sub-account of any of these accounts

Compliance Certificate means a certificate substantially in the form set out in Schedule 7 (Form of ComplianceCertificate)

Compliance Policy means the policy of the Group, approved by the Board of Directors of the Company, in relationto operational control procedures related to product origin (traceability, compliance with United States of America,European Union and United Nations Sanctions or any other state or authority which has issued Sanctions with which amember of the Group is required to comply)

Compliant Borrowing Base Report means a Borrowing Base Report showing a Borrowing Base Amount which iszero (0) or a positive number

Compliant Cross-Check Borrowing Base Report means a Cross-Check Borrowing Base Report, the accuracy ofwhich has been verified by the Security Agent based on the information provided by independent sources acceptable tothe Security Agent and reflected therein relating to:

(i) the storage volumes at any inland storage facilities, leased or owned by the Borrowers and the Spanish Pledgorand which have capacity equal to or in excess of 50,000 metric tons; and

(ii) the storage volumes on any vessels leased or owned by the Borrowers and the Spanish Pledgor which havecapacity equal to or in excess of 15,000 metric tons,

and which shows a Borrowing Base, the Base Currency of which is not less than ninety five per cent. (95%) of the BaseCurrency of the Borrowing Base as reported in the most recent Compliant Borrowing Base Report

Confidential Information means all information relating to any Obligor, the Group, the Finance Documents or aFacility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party orwhich is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the FinanceDocuments or a Facility from either:

(a) any member of the Group or any of its advisers; or

(b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from anymember of the Group or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way ofrepresenting or recording information which contains or is derived or copied from such information but excludesinformation that:

(i) is or becomes public information other than as a direct or indirect result of any breach by that FinanceParty of clause 41 (Confidentiality); or

(ii) is identified in writing at the time of delivery as non-confidential by any member of the Group or anyof its advisers; or

(iii) is known by that Finance Party before the date the information is disclosed to it in accordance withparagraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a sourcewhich is, as far as that Finance Party is aware, unconnected with the Group and which, in either case,as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subjectto, any obligation of confidentiality

8



Confidentiality Undertaking means a confidentiality undertaking substantially in a recommended form of the LMAfrom time to time or in any other form agreed between the Company and the Facility Agent

Consent Letter (17 October 2013) means the consent letter in respect of this Agreement dated 17 October 2013 issuedby the Facility Agent and the Security Agent and countersigned by the Company

Consent Letter (18 December 2013) means the consent letter in respect of this Agreement dated 18 December 2013issued by the Facility Agent and the Security Agent and countersigned by the Obligors

Consent Letter (2 July 2014) means the consent letter in respect of this Agreement dated 2 July 2014 issued by theFacility Agent and the Security Agent and countersigned by the Obligors

Consent Letter (4 June 2015) means the consent letter in respect of this Agreement dated 4 June 2015 issued by theFacility Agent and the Security Agent and countersigned by the Obligors

Consent Letters means:

(a) the Consent Letter (17 October 2013);

(b) the Consent Letter (18 December 2013);

(c) the Consent Letter (2 July 2014); and

(d) the Consent Letter (4 June 2015)

Credit Instrument means any standby or documentary letter of credit or guarantee issued or to be issued by a FacilityC Lender under Facility C and in such form requested by a Borrower which is acceptable to the relevant FacilityC Lender in accordance with the terms of this Agreement including without limitation clause 5.3 (Completion of aUtilisation Request for Ancillary Facilities) and clause 6 (Ancillary Facilities)

Cross-Check Borrowing Base Report means a report duly completed by the Company and signed on its behalf bytwo (2) authorised signatories in the form required pursuant to clause 22.9(c) (Borrowing Base Report)

Current Assets means the aggregate (on a consolidated basis) of all inventory, work in progress, trade and otherreceivables of each member of the Group including prepayments in relation to operating items and sundry debtors(including Cash and Cash Equivalent Investments) expected to be realised within twelve (12) months from the date ofcomputation but excluding amounts in respect of:

(a) receivables in relation to Tax;

(b) Exceptional Items and other non-operating items;

(c) insurance claims; and

(d) any interest owing to any member of the Group

Current Liabilities means:

(a) prior to the date which is six (6) Months after the date of this Agreement, the sum of current liabilities asdetermined in accordance with the Accounting Principles;

9



(b) from the date which is six (6) Months after the date of this Agreement until (but excluding) the date which iseighteen (18) Months after the date of this Agreement, the sum of:

(i) current liabilities as determined in accordance with the Accounting Principles; and

(ii) 50% of the amount of all Utilisations under Facility B; and

(c) from the date which is eighteen (18) Months after the date of this Agreement, the sum of:

(i) current liabilities as determined in accordance with the Accounting Principles; and

(ii) the total amount of all Utilisations under Facility B

Debt Purchase Transaction means, in relation to a person, a transaction where such person:

(a) purchases by way of assignment or transfer;

(b) enters into any sub-participation in respect of; or

(c) enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

any Proposed Participation or amount outstanding under this Agreement

Deed of Undertaking means a deed of undertaking in the form set out in Schedule 20 (Form of Deed ofUndertaking) to be entered into between a third party, a Borrower and a Facility C Lender

Default means an Event of Default or any event or circumstance specified in clause 26 (Events of Default) which would(with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documentsor any combination of any of the foregoing) be an Event of Default

Deficient Borrowing Base Report means a Borrowing Base Report immediately after delivery of which it appears thatthe Borrowing Base Amount is a negative number

Deficient Cross-Check Borrowing Base Report means a Cross-Check Borrowing Base Report which is not aCompliant Cross-Check Borrowing Base Report

Delegate means any delegate, agent, attorney or co-trustee appointed by the Security Agent

Deutsche Bank Facility means the trade receivables purchase agreement dated 17 October 2011 between the Companyand Deutsche Bank AG, New York Branch (as amended from time to time)

Disruption Event means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, ineach case, required to operate in order for payments to be made in connection with the Facilities (or otherwisein order for the transactions contemplated by the Finance Documents to be carried out) which disruption is notcaused by, and is beyond the control of, any of the Parties; or

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to thetreasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Finance Documents; or

10



(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted

EBITDA has the meaning given to it in clause 23 (Financial Covenants)

EEA Member Country means any member state of the European Union, Iceland, Liechtenstein and Norway.

Eligible Receivables has the meaning given to in in Schedule 12 (Borrowing Base Amount).

Environment means humans, animals, plants and all other living organisms including the ecological systems of whichthey form part and the following media:

(a) air (including, without limitation, air within natural or man-made structures, whether above or below ground);

(b) water (including, without limitation, territorial, coastal and inland waters, water under or within land and waterin drains and sewers); and

(c) land (including, without limitation, land under water)

Environmental Claim means any claim, proceeding, formal notice or investigation by any person in respect of anyEnvironmental Law

Environmental Law means any applicable law or regulation which relates to:

(a) the pollution or protection of the Environment;

(b) the conditions of the workplace; or

(c) the generation, handling, storage, use, release or spillage of any substance which, alone or in combination withany other, is capable of causing harm to the Environment, including, without limitation, any waste

Environmental Permits means any permit and other Authorisation and the filing of any notification, report orassessment required under any Environmental Law for the operation of the business of any member of the Groupconducted on or from the properties owned or used by any member of the Group

EU Bail-In Legislation Schedule means the document described as such and published by the Loan MarketAssociation (or any successor person) from time to time.

EURIBOR means, in relation to any Loan in euro:

(a) the applicable Screen Rate;

(b) (if no Screen Rate is available for the Interest Period of that Loan) the Interpolated Screen Rate for that Loan;or

(c) if:

(i) no Screen Rate is available for the Interest Period of that Loan; and

(ii) it is not possible to calculate an Interpolated Screen Rate for that Loan,

the Reference Bank Rate,

11



as of, in the case of paragraphs (a) and (c) above, the Specified Time on the Quotation Day for euro and for a periodequal in length to the Interest Period of that Loan and, if that rate is less than zero, EURIBOR shall be deemed to bezero

Event of Default means any event or circumstance specified as such in clause 26 (Events of Default)

Excess Overdraft Amount has the meaning given to it in clause 6.9 (Overdraft Limits) and shall include the proceedsof any claims in respect of non-payment or late payment thereof

Excluded Material Subsidiary means:

(a) AOTC;

(b) each Single Purpose Ship Owning Company; and

(c) a Single Purpose Terminal Owning Company whose exclusion as a guarantor hereunder has been approved inwriting by all Lenders in their absolute discretion

Expiry Date means, for an Ancillary Facility, the last day of its Term

Extension Fee means a fee at a rate to be determined by the lenders under the Facility which is being extended atthe time an Extension Request is made which shall be payable on the amount of each applicable Lender's ProposedParticipation as so extended following the Extension Request

Extension Request has the meaning given to it in clause 2.4 (Extension Option)

Facility means Facility A, Facility B or Facility C

Facility A means the secured committed multicurrency borrowing base revolving credit facility made available underthis Agreement as described in clause 2 (The Facilities)

Facility Accounts means the bank accounts opened and maintained by each Borrower with the Account Bank inaccordance with clause 25 (Bank Accounts) and includes any replacement account or any sub-division or sub-accountof any of those accounts

Facility A Proposed Participations means:

(a) in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading"Facility A Proposed Participation" in Part II of Schedule 1 (The Original Parties) and the amount of any otherFacility A Proposed Participation transferred to it under this Agreement or assumed by it in accordance withclause 2.6 (Accordion - Increase in Size of Facility A and/or Facility B); and

(b) in relation to any other Lender, the amount in the Base Currency of any Facility A Proposed Participationtransferred to it under this Agreement or assumed by it in accordance with clause 2.6 (Accordion - Increase inSize of Facility A and/or Facility B),

to the extent not cancelled, reduced or transferred by it under this Agreement

Facility A Loan means a loan made or to be made under Facility A or the principal amount outstanding for the timebeing of that loan

Facility A Margin means two point one per cent. (2.1%) per annum

Facility A Termination Date means the Initial Facility A Termination Date or such other date which shall apply as aresult of extension in accordance with clause 2.4 (Extension Option) from time to time

12



Facility A Total Proposed Participations means the aggregate of the Facility A Proposed Participations, being$155,000,000 at the date of this Agreement

Facility B means the secured committed multicurrency borrowing base revolving credit facility made available underthis Agreement as described in clause 2 (The Facilities)

Facility B Loan means a loan made or to be made under Facility B or the principal amount outstanding for the timebeing of that loan

Facility B Margin means two point five per cent. (2.5%) per annum

Facility B Proposed Participations means:

(a) in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading"Facility B Proposed Participation" in Part II of Schedule 1 (The Original Parties) and the amount of any otherFacility B Proposed Participation transferred to it under this Agreement or assumed by it in accordance withclause 2.6 (Accordion - Increase in Size of Facility A and/or Facility B); and

(b) in relation to any other Lender, the amount in the Base Currency of any Facility B Proposed Participationtransferred to it under this Agreement or assumed by it in accordance with clause 2.6 (Accordion - Increase inSize of Facility A and/or Facility B),


Facility B Termination Date means the Initial Facility B Termination Date or such other date which shall apply as aresult of extension in accordance with clause 2.4 (Extension Option) from time to time

Facility B Total Proposed Participations means the aggregate of the Facility B Proposed Participations, being$75,000,000 at the date of this Agreement

Facility C means the secured uncommitted multicurrency borrowing base revolving credit facility for the entry into orissue of Ancillary Facilities made available under this Agreement as described in clause 2 (The Facilities)

Facility C Lender means a Lender who has at any time a Facility C Proposed Participation

Facility C Margin means two per cent. (2%) per annum

Facility C Proposed Participations means:

(c) in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading"Facility C Proposed Participation"in Part II of Schedule 1 (The Original Parties) and the amount of any otherFacility C Proposed Participation transferred to it under this Agreement; and

(d) in relation to any other Lender, the amount in the Base Currency of any Facility C Proposed Participationtransferred to it under this Agreement,


Facility C Termination Date means the date which is the earlier to occur of the Facility A Termination Date and theFacility B Termination Date

Facility C Total Proposed Participations means the aggregate of the Facility C Proposed Participations, being$770,000,000 at the date of this Agreement

Facility C Utilisation means a Utilisation made or to be made under Facility C or the principal amount outstanding forthe time being of that Utilisation



13



Facility Office means:

(a) in respect of a Lender, the office or offices notified by that Lender to the Facility Agent in writing on or beforethe date it becomes a Lender (or, following that date, by not less than five (5) Business Days' written notice)as the office or offices through which it will perform its obligations under this Agreement; or

(b) in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes

FATCA means:

(a) sections 1471 to 1474 of the Code or any associated regulations or other official guidance;

(b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to anintergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates theimplementation of paragraph (a) above; or

(c) any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal RevenueService, the US government or any governmental or taxation authority in any other jurisdiction

FATCA Application Date means:

(a) in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates topayments of interest and certain other payments from sources within the US), 1 July 2014;

(b) in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code (which relates to"gross proceeds" from the disposition of property of a type that can produce interest from sources within theUS), 1 January 2019; or

(c) in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraphs(a) or (b) above, 1 January 2019,

or, in each case, such other date from which such payment may become subject to a deduction or withholding requiredby FATCA as a result of any change in FATCA after the date of this Agreement

FATCA Deduction means a deduction or withholding from a payment under a Finance Document required by FATCA

FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA Deduction

FATCA FFI means a foreign financial institution as defined in section 1471(d)(4) of the Code which, if any FinanceParty is not a FATCA Exempt Party, could be required to make a FATCA Deduction

Fee Letter means any fee letter or letters between any Finance Party and any Obligor in connection with the Facilities

Finance Document means:

(a) this Agreement;

(b) the Mandate Letter;

(c) any Compliance Certificate;

14



(d) any Fee Letter;

(e) any Accession Letter;

(f) any Resignation Letter;

(g) each Transaction Security Document;

(h) each Deed of Undertaking;

(i) each Consent Letter;

(j) the Amendment and Restatement Agreement;

(k) the Second Amendment and Restatement Agreement;

(l) the Third Amendment and Restatement Agreement;

(m) each Borrowing Base Report;

(n) each Cross-Check Borrowing Base Report;

(o) any Utilisation Request; and

(p) any other document designated as a "Finance Document" by the Facility Agent and the Company

Finance Lease means any lease or hire purchase contract which would, in accordance with the Accounting Principles,be treated as a finance or capital lease

Finance Party means the Facility Agent, the Collateral Management Agent, the Arranger, the Security Agent, theDocumentation Bank, the Co-Ordinator, the Account Bank or a Lender

Financial Indebtedness means any indebtedness for or in respect of:

(a) moneys borrowed and debit balances at banks or other financial institutions;

(b) any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);

(c) any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of Finance Leases;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basisand meet any requirement for de-recognition under the Accounting Principles);

(f) any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the markedto market value (or, if any actual amount is due as a result of the termination or close-out of that TreasuryTransaction, that amount) shall be taken into account);

(g) any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit orany other instrument issued by a bank or financial institution;

15



(h) any amount raised by the issue of redeemable shares which are redeemable (other than at the option of theissuer) before the Termination Date in respect of all Facilities or are otherwise classified as borrowings underthe Accounting Principles);

(i) any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasonsbehind entering into the agreement is to raise finance or to finance the acquisition or construction of the assetor service in question or (ii) the agreement is in respect of the supply of assets or services and payment is duemore than ninety (90) days after the date of supply;

(j) any amount raised under any other transaction (including any forward sale or purchase, sale and sale backor sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified asborrowings under the Accounting Principles; and

(k) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to inparagraphs (a) to (j) above

Financial Quarter has the meaning given to that term in clause 23.1 (Financial definitions)

Financial Year means each of the Company's financial years ending on 31 December

First Extended Facility A Termination Date means the date which is three hundred and sixty four (364) daysfollowing the Initial Facility A Termination Date

First Extended Facility B Termination Date means the date which is three hundred and sixty four (364) daysfollowing the Initial Facility B Termination Date

FX Hedging Provider means any Facility C Lender which enters into a FX Hedging Provider Hedging Agreementwith a Borrower

FX Hedging Provider Hedging Agreement means any document evidencing a FX Hedging Provider HedgingTransaction

FX Hedging Provider Hedging Transactions has the meaning given to it in clause 2.8 (Hedging/ Clearing)

German Security Transfer Agreement means the German law security transfer agreement dated 24 June 2015 enteredinto by ABGG in favour of the Security Agent

Gross Assets means, in respect of an entity, all assets identified as such in that entity's accounts

Group means the Parent, the Company and each of their respective Subsidiaries from time to time

Group Structure Chart means the group structure chart in the agreed form

Guarantor means an Original Guarantor or an Additional Guarantor, unless in each case it has ceased to be a Guarantorin accordance with clause 29 (Changes to the Obligors)

Hedging Agreement means a Hedging Provider Hedging Agreement, a Clearing Provider Hedging Agreement and aFX Hedging Provider Hedging Agreement

Hedging Policy means the hedging policy delivered to the Facility Agent pursuant to Part I of Schedule 2 (ConditionsPrecedent) as may be amended from time to time with the prior written approval of the Facility Agent (acting on theinstructions of all Lenders)

Hedging Provider means ABN AMRO Bank N.V. and BNP Paribas S.A. or any other hedging provider which is anAffiliate of a Facility C Lender and which is approved in writing by the Facility Agent and which enters into a Multi-Party TPA Agreement with the Company



16



Hedging Provider Hedging Agreement means any document evidencing a Hedging Provider Hedging Transaction

Hedging Provider Hedging Transactions has the meaning given to it in clause 2.8 (Hedging/ Clearing)

Holding Company means, in relation to a person, any other person in respect of which it is a Subsidiary

Impaired Agent means the Facility Agent at any time when:

(a) it has failed to make (or has notified a Party that it will not make) a payment required to be made by it underthe Finance Documents by the due date for payment;

(b) the Facility Agent otherwise rescinds or repudiates a Finance Document; or

(c) an Insolvency Event has occurred and is continuing with respect to the Facility Agent;

unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event,

and payment is made within five (5) Business Days of its due date; or

(ii) the Facility Agent is disputing in good faith whether it is contractually obliged to make the paymentin question

Information Memorandum means the document in the form approved by the Company containing all relevantinformation (including projections) including, but not limited to, information about the Obligors, the Group and theproposed application of the proceeds of the Facility, has been or will be distributed by the Arrangers in connection withthe syndication of the Facility

Initial Facility A Termination Date means the date which is three hundred and sixty four (364) days from the date ofthis Agreement

Initial Facility B Termination Date means the date which is twenty four (24) Months from the date of this Agreement

Insolvency Event in relation to the Facility Agent means that the Facility Agent:

(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay itsdebts as they become due;

(c) makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(d) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency,rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or thejurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or anyother relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petitionis presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

17



(e) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief underany bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented forits winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented againstit, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d)above and:

(i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making ofan order for its winding-up or liquidation; or

(ii) is not dismissed, discharged, stayed or restrained in each case within thirty (30) days of the institutionor presentation thereof;

(f) has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;

(g) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to aconsolidation, amalgamation or merger);

(h) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver,trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so longas it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made,or is made, by a person or entity described in paragraph (d) above);

(i) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment,sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets andsuch secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained,in each case within thirty (30) days thereafter;

(j) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has ananalogous effect to any of the events specified in paragraphs (a) to (i) above; or

(k) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of theforegoing acts

Interest Period means, in relation to a Loan, each period determined in accordance with clause 12 (InterestPeriods) and, in relation to an Unpaid Sum, each period determined in accordance with clause 11.4 (Default interest)

Interpolated Screen Rate means, in relation to LIBOR or EURIBOR for any Loan, the rate (rounded to the samenumber of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

(a) the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less thanthe Interest Period of that Loan; and

(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds theInterest Period of that Loan,

each as of the Specified Time on the Quotation Day for the currency of that Loan.

Joint Venture means any joint venture entity, whether a company, unincorporated firm, undertaking, association, jointventure or partnership or any other entity

Legal Reservations means:

18



(a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitationof enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights ofcreditors;

(b) the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liabilityfor or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off orcounterclaim; and

(c) similar principles, rights and defences under the laws of any Relevant Jurisdiction

Lender means:

(a) any Original Lender; and

(b) any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordancewith clause 27 (Changes to the Lenders),

which in each case has not ceased to be a Lender in accordance with the terms of this Agreement

Lender Accession Letter means a document substantially in the form set out in Schedule 14 (Form of LenderAccession Letter)

Lender Discounting Facility means any trade receivables purchase facility entered into between a Lender and aBorrower on arm's length terms and for full market value providing for such Lender to discount trade receivables of therelevant Borrower represented by confirmed letters of credit on a non-recourse basis and meeting any requirement forde-recognition under the Accounting Principles

LIBOR means, in relation to any Loan:

(a) the applicable Screen Rate;

(b) (if no Screen Rate is available for the Interest Period of that Loan) the Interpolated Screen Rate for that Loan;or

(c) if:

(i) no Screen Rate is available for the currency of that Loan; or

(ii) no Screen Rate is available for the Interest Period of that Loan and it is not possible to calculate anInterpolated Screen Rate for that Loan,

the Reference Bank Rate,

as of, in the case of paragraphs (a) and (c) above, the Specified Time on the Quotation Day for the currency of thatLoan and a period equal in length to the Interest Period of that Loan and, if that rate is less than zero, LIBOR shall bedeemed to be zero

Limitation Acts means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984

LMA means the Loan Market Association

Loan means a Facility A Loan or a Facility B Loan

Majority Lenders means a Lender or Lenders whose Proposed Participations aggregate more than 66 2/3 per cent. ofthe Total Proposed Participations (or, if the Total Proposed Participations have been reduced to zero, aggregated morethan 66 2/3 per cent. of the Total Proposed Participations immediately prior to that reduction



19



Mandate Letter means the letter dated 8 March 2013 (as amended from time to time) between the Arrangers and theCompany

Mandatory Cost means the percentage rate per annum calculated by the Facility Agent in accordance with Schedule 4(Mandatory Cost Formula)

Margin means:

(a) in relation to Facility A, the Facility A Margin;

(b) in relation to Facility B, the Facility B Margin; and

(c) in relation to Facility C, the Facility C Margin

Material Adverse Effect means in the opinion of the Majority Lenders a material adverse effect on:

(a) the business (including the production and export capacity), operations, property, condition (financial, legal orotherwise) or prospects of any Obligor and/or the Group taken as a whole; or

(b) the ability of an Obligor to perform its obligations under the Finance Documents; or

(c) the validity or enforceability of, or the effectiveness or ranking of any Security granted or purporting to begranted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under anyof the Finance Documents

Material Subsidiary means each member of the Group whose EBITDA and Gross Assets (on a consolidated basis inthe case of a member of the Group which has Subsidiaries) represents five per cent (5%) or more of the consolidatedEBITDA of the Group and/or five per cent (5%) or more of the consolidated Gross Assets of the Group

Maximum Available Amount means, at any time, the Base Currency Amount which is the lower of:

(a) the aggregate of the Total Proposed Participations at such time; and

(b) the Borrowing Base Amount at such time, as determined by the Collateral Management Agent with referenceto the Borrowing Base Report most recently delivered to the Collateral Management Agent pursuant to thisAgreement

Month means a period starting on one (1) day in a calendar month and ending on the numerically corresponding day inthe next calendar month, except that:

(a) (subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shallend on the next Business Day in that calendar month in which that period is to end if there is one, or if there isnot, on the immediately preceding Business Day;

(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that periodshall end on the last Business Day in that calendar month; and

(c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on thelast Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last Month of any period

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Moroccan Pledge means the master pledge agreement and related pledge instrument entered into by the Company,the Lenders, the Security Agent and Horizon Tangiers Terminal S.A in respect of assets owned by the Company andlocated in Morocco

Multi-Party TPA Agreements means each agreement entered into between the Company, a TPA Counterparty, aHedging Provider or a Clearing Provider and the Security Agent (including any service or similar agreement relatedthereto between the Company and a Hedging Provider or a Clearing Provider (as the case may be)) complying with theprovisions set out in clause 6.23 (Multi-Party TPA Agreements)

New Lender has the meaning given to that term in clause 27 (Changes to the Lenders)

Notifiable Debt Purchase Transaction has the meaning given to that term in paragraph (b) of clause 28.2(Disenfranchisement on Debt Purchase Transactions entered into by Parent Affiliates)

Obligor means a Borrower or a Guarantor and Obligors means each of them

Obligors' Agent means the Company, appointed to act on behalf of each Obligor in relation to the Finance Documentspursuant to clause 2.3 (Obligors' Agent)

OECD means Organisation for Economic Co-operation and Development

Original Borrowers means each of the Company, APII and ANNV, each as more particularly described in Part 1 ofSchedule 1 (The Original Parties)

Original Financial Statements means in relation to each Obligor its audited financial statements for its Financial Yearended 31 December 2012

Original Jurisdiction means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporatedas at the date of this Agreement, in relation to the Spanish Pledgor, Spain and in relation to a South African PledgeCounterparty, the jurisdiction under whose laws that party is incorporated

Original TPA Counterparty means ABN AMRO Bank N.V. and BNP Paribas in their capacities as Facility C Lenderswhich have entered into a Multi-Party TPA Agreement with the Company

Outstandings means the aggregate of the Base Currency Amount of:

(a) the outstanding Loans;

(b) the maximum actual and contingent liabilities of the Borrowers in respect of any Overdraft Facilities; and

(c) the maximum actual or contingent liabilities of the Lenders in respect of any Credit Instruments

Overdraft Facility means an overdraft facility made available by a Facility C Lender in accordance with thisAgreement

Parent means Aegean Marine Petroleum Network Inc. of Trust Company Complex, Ajeltake Road, Ajeltake Island,Majuro, Marshall Islands MHJ96960

Parent Affiliate means each Affiliate of the Parent

Participating Member State means any member state of the European Union that has the euro as its lawful currencyin accordance with legislation of the European Union relating to Economic and Monetary Union

Party means a party to this Agreement

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Prohibited Person means a person that is:

(a) listed on, or owned or controlled by a person listed on, or acting on behalf of a person listed on, any SanctionsList;

(b) located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalfof, a person located in or organized under the laws of a country or territory that is the target of country-wideor territory-wide Sanctions; or

(c) otherwise a target of Sanctions (namely a person with whom a US person or other national under thejurisdiction of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, businessor other activities)

Proposed Participation means, in relation to a Lender, its Facility A Proposed Participations, Facility B ProposedParticipations and/or Facility C Proposed Participations (as the case may be)

Quarter Date means each of 31 March, 30 June, 30 September and 31 December

Quasi-Security has the meaning given to that term in clause 24.13 (Negative pledge)

Quotation Day means, in relation to any period for which an interest rate is to be determined:

(a) (if the currency is euro), two TARGET Days before the first day of that period; or

(b) (if the currency is Dollars), two Business Days before the first day of that period,

unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for thatcurrency will be determined by the Facility Agent in accordance with market practice in the Relevant Interbank Market(and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one (1)day, the Quotation Day will be the last of those days)

Receiver means a receiver or receiver and manager or administrative receiver of the whole or any part of the ChargedProperty

Reference Bank Rate means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied tothe Facility Agent at its request by the Reference Banks:

(a) in relation to LIBOR, as the rate at which the relevant Reference Bank could borrow funds in the Londoninterbank market; or

(b) in relation to EURIBOR, as the rate at which the relevant Reference Bank could borrow funds in the Europeaninterbank market,

in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offersfor deposits in reasonable market size in that currency and for that period

Reference Banks means, in relation to LIBOR, the principal London offices of ABN AMRO Bank N.V., BNP Paribasand Société Générale and, in relation to EURIBOR, the principal office in Amsterdam of ABN AMRO Bank N.V. andParis of BNP Paribas and Société Générale, or in each case such other banks as may be appointed by the Facility Agentin consultation with the Company

Related Fund in relation to a fund (the first fund), means a fund which is managed or advised by the same investmentmanager or investment adviser as the first fund or, if it is managed by a different investment manager or investmentadviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investmentadviser of the first fund

22



Relevant Interbank Market means in relation to Euro, the European interbank market, and in relation to any othercurrency, the London interbank market

Relevant Jurisdiction means, in relation to an Obligor, the Spanish Pledgor and each South African PledgeCounterparty:

(a) its Original Jurisdiction;

(b) any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be createdby it is situated;

(c) any jurisdiction where it conducts its business; and

(d) the jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered intoby it

Relevant Period has the meaning given to that term in clause 23.1 (Financial definitions)

Repeating Representations means each of the representations set out in clause 21.2 (Status) to clause 21.7 (Governinglaw and enforcement), clause 21.11 (No default), paragraph (d) of clause 21.12 (No misleadinginformation), paragraphs (d),(e) and (f) of clause 21.13 (Original Financial Statements), clause 21.20 (Ranking) toclause 21.22 (Legal and beneficial ownership), clause 21.26 (Centre of main interests and establishments) and clause21.28 (Pari Passu Ranking)

Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian

Resignation Letter means a letter substantially in the form set out in Schedule 11 (Form of Resignation Letter)

Resolution Authority means anybody which has authority to exercise any Write-down and Conversion Powers

Rollover Loan means one or more Loans:

(a) made or to be made on the same day that a maturing Loan is due to be repaid;

(b) the aggregate amount of which is equal to or less than the amount of the maturing Loan;

(c) in the same currency as the maturing Loan; and

(d) made or to be made to the same Borrower for the purpose of refinancing a maturing Loan (as the case may be)

Sanctions means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enactedor enforced by any Sanctions Authority (whether or not any Obligor, any other Group Member or any Affiliate of anyGroup Member is legally bound to comply with such laws, regulations, embargoes or measures)

Sanctions Authority means any of:

(a) the United States government;

(b) the United Nations;

(c) the United Kingdom;

(d) Switzerland;

23



(e) the European Union;

(f) the Republic of Singapore; or

(g) Hong Kong Special Administrative Region of the People's Republic of China,

and includes any government entity of any of the above, including, without limitation, the Office of Foreign AssetsControl of the US Department of Treasury (OFAC), the United States Department of State, Her Majesty's Treasury(HMT) and the Swiss State Secretariat for Economic Affairs (SECO)

Sanctions List means:

(a) the "Specially Designated Nationals and Blocked Persons" list maintained by OFAC;

(b) the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by HMT; or

(c) any similar list maintained by, or public announcement of Sanctions designation made by, any other SanctionsAuthority

Screen Rate means:

(a) in relation to LIBOR, the London interbank offered rate administered by ICE Benchmark AdministrationLimited (or any other person which takes over the administration of that rate) for the relevant currency andperiod displayed on pages LIBOR01 or LIBOR02 of the Reuters screen (or any replacement Reuters pagewhich displays that rate); and

(b) in relation to EURIBOR, the euro interbank offered rate administered by the Banking Federation of theEuropean Union (or any other person which takes over the administration of that rate) for the relevant perioddisplayed on page EURIBOR01 of the Reuters screen (or any replacement Reuters page which displays thatrate),

or, in each case, on the appropriate page of such other information service which publishes that rate from time to time inplace of Reuters. If such page or service ceases to be available, the Facility Agent may specify another page or servicedisplaying the relevant rate after consultation with the Company

Second Amendment and Restatement Agreement means the amendment and restatement agreement in respect ofthis Agreement dated 16 September 2015 entered into between the parties to this Agreement

Second Extended Facility A Termination Date means the date which is three hundred and sixty four (364) daysfollowing the First Extended Facility A Termination Date

Second Extended Facility B Termination Date means the date which is three hundred and sixty four (364) daysfollowing the First Extended Facility B Termination Date

Secured Obligations means all obligations at any time due, owing or incurred by any Obligor or the Spanish Pledgorto any Secured Party under the Finance Documents, including the obligations set out in clause 31.2 (Parallel Debt(Covenant to pay the Security Agent)) whether present or future, actual or contingent (and whether incurred solely orjointly and whether as principal or surety or in some other capacity)

Secured Parties means each Finance Party from time to time party to this Agreement and any Receiver or Delegate

Security means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or anyother agreement or arrangement having a similar effect

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Security Agreements means:

(a) the English law security agreement entered into by the Company in favour of the Security Agent in form andsubstance satisfactory to the Security Agent;

(b) the English law security agreement entered into by APII in favour of the Security Agent in form and substancesatisfactory to the Security Agent;

(c) the English law security agreement entered into by ANNV in favour of the Security Agent in form andsubstance satisfactory to the Security Agent; and

(d) the English law security agreement entered into by ABGG in favour of the Security Agent in form andsubstance satisfactory to the Security Agent

Sensitive Zone means:

(a) the territorial waters and shores of Kuwait, Saudi Arabia, Bahrain, Qatar, United Arab Emirates, Oman,Iraq, and any other relevant countries as determined by the Facility Agent (either in its sole discretion or asinstructed by the Majority Lenders); and

(b) the international waters of the Persian Gulf.

Single Purpose Ship Owning Company means a single purpose ship owning company whose business is solelyownership and operation of ships and who has obtained finance secured on such ships

Single Purpose Terminal Owning Company means a single purpose company whose business is solely ownershipand operation of terminals and who has obtained finance secured on such terminals

South African Pledge means the pledge and cession in security agreement in relation to certain goods located onboardfloating storage (having official number 17463 and IMO Number 9031961 and which, as at the date of the ThirdAmendment and Restatement Agreement, has vessel name "Umnenga"), entered into between the Company and theSecurity Agent, and shall include the letter agreement entered into in relation thereto between the Security Agent, theCompany and the South African Pledge Counterparties

South African Pledge Counterparties means Aegean Tanking S.A., a company incorporated under the laws of theRepublic of Liberia, with its registered office at 80 Broad Street, Monrovia, Republic of Liberia, and Aegean BunkeringMarine Services Proprietary Limited, a private company duly incorporated under South African law, with registrationnumber 2013/191834/07, and with registered offices at 26 Waverley Drive, Mill Park, Port Elizabeth 6000, SouthAfrica (and each shall be a South African Pledge Counterparty)

Spanish Pledges means:

(a) the non-possessory pledge of inventory located at Avda. de las Petroliferas S/N, Las Palmas de Gran Canaria,Las Palmas 35008, Spain entered into between the Spanish Pledgor and the Security Agent; and

(b) the non-possessory pledge of inventory located at C. Llull 480-486 10-1, 08930 Sant Adrià de Bess, Barcelona,Spain entered into between the Spanish Pledgor and the Security Agent,

and shall include any deed of extension and ratification thereof including those entered into on or about the date of theThird Amendment and Restatement Agreement between the Spanish Pledgor and the Security Agent

Spanish Pledgor means Aegean Bunkering Combustibles Las Palmas S.A.

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Specified Existing Indebtedness means the indebtedness of the Borrowers listed in Schedule 18 (Specified ExistingIndebtedness) and which is to be repaid on the date of the first Utilisation under this Agreement

Specified Time means a time determined in accordance with Schedule 8 (Timetables)

Stock Monitoring Agreement means a stock monitoring agreement in respect of floating storage to be enteredinto between the Security Agent, the relevant Borrower and the Stock Monitoring Inspector in form and substancesatisfactory to the Facility Agent acting on the instructions of all Lenders

Stock Monitoring Inspector means a stock surveillance or inspection company approved in writing by the FacilityAgent acting on the instructions of all Lenders

Subsidiary means any person (referred to as the first person) in respect of which another person (referred to as thesecond person):

(a) holds a majority of the voting rights in that first person or has the right under the constitution of the first personto direct the overall policy of the first person or alter the terms of its constitution; or

(b) is a member of that first person and has the right to appoint or remove a majority of its board of directors orequivalent administration, management or supervisory body; or

(c) has the right to exercise a dominant influence (which must include the right to give directions with respect tooperating and financial policies of the first person which its directors are obliged to comply with whether ornot for its benefit) over the first person by virtue of provisions contained in the articles (or equivalent) of thefirst person or by virtue of a control contract which is in writing and is authorised by the articles (or equivalent)of the first person and is permitted by the law under which such first person is established; or

(d) is a member of that first person and controls alone, pursuant to an agreement with other shareholders ormembers, a majority of the voting rights in the first person or the rights under its constitution to direct theoverall policy of the first person or alter the terms of its constitution; or

(e) has the power to exercise, or actually exercises dominant influence or control over the first person; or

(f) together with the first person are managed on a unified basis,

and, for the purposes of this definition, a person shall be treated as a member of another person if any of that person'sSubsidiaries is a member of that other person or if any shares in that other person are held by a person acting on behalfof it or any of its Subsidiaries

TARGET2 means the Trans-European Automated Real-time Gross Settlement Express Transfer payment systemwhich utilises a single shared platform and which was launched on 19 November 2007

TARGET Day means any day on which TARGET2 is open for the settlement of payments in euro

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty orinterest payable in connection with any failure to pay or any delay in paying any of the same)

Term means each period determined under this Agreement for which a relevant Facility C Lender is under a liabilityunder an Ancillary Facility

26



Termination Date means:

(c) in relation to Facility A, the Facility A Termination Date;

(d) in relation to Facility B, the Facility B Termination Date; and

(e) in relation to Facility C, the Facility C Termination Date

Third Amendment and Restatement Agreement means the amendment and restatement agreement in respect of thisAgreement dated 16 September 2016 entered into between the parties to this Agreement

Third Extended Facility A Termination Date means the date which is three hundred and sixty four (364) daysfollowing the Second Extended Facility A Termination Date

Total Proposed Participations means the aggregate of the Facility A Total Proposed Participations, the Facility BTotal Proposed Participations and the Facility C Total Proposed Participations, being $1,000,000,000 at the date of thisAgreement

TPA Counterparty means:

(a) any Original TPA Counterparty; and

(b) any Facility C Lender which enters into a Multi-Party TPA Agreement with the Company in connection withclearing or hedging transactions

Transaction Security means the Security created or expressed to be created in favour of the Security Agent pursuantto the Transaction Security Documents

Transaction Security Documents means each of:

(a) the Account Pledge Agreements;

(b) the Security Agreements;

(c) the Moroccan Pledge;

(d) the UAE Pledges;

(e) the Spanish Pledges;

(f) the German Security Transfer Agreement;

(g) the South African Pledge;

(h) any Stock Monitoring Agreement;

(i) any Collateral Management Agreement; and

(j) any documents in respect of which Security is granted to the Security Agent pursuant to clause 24.23(Conditions Subsequent),

together with any other document entered into by any Obligor or the Spanish Pledgor creating or expressed to createany Security over all or any part of its assets in respect of the obligations of any of the Obligors under any of the FinanceDocuments

Transfer Certificate means a certificate substantially in the form set out in Schedule 5 (Form of TransferCertificate) or any other form agreed between the Facility Agent and the Company



27



Transfer Date means, in relation to an assignment or a transfer, the later of:

(a) the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b) the date on which the Facility Agent executes the relevant Assignment Agreement or Transfer Certificate

Treasury Transactions means any derivative transaction entered into in connection with protection against or benefitfrom fluctuation in any rate or price

UAE Pledges means:

(a) the pledge over moveables located at the Fujairah Freezone, Emirate of Fujairah, UAE entered or to beentered into between the Company, Aegean Oil Terminal Corporation (as bailee) and the Security Agent (theCompany UAE Pledge);

(b) the pledge over moveables located at the Fujairah Freezone, Emirate of Fujairah, UAE entered or to be enteredinto between APII, Aegean Oil Terminal Corporation (as bailee) and the Security Agent (the APII UAEPledge);

(c) any bailee agreement and/or addendum issued pursuant to or in connection with the Company UAE Pledge;and

(d) any bailee agreement and/or addendum issued pursuant to or in connection with the APII UAE Pledge

Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance Documents

US Tax Obligor means:

(a) an Obligor which is resident for tax purposes in the United States of America; or

(b) an Obligor some or all of whose payments under the Finance Documents are from sources within the UnitedStates for US federal income tax purposes

Utilisation means a utilisation of a Facility (by way of a Loan or Ancillary Facility)

Utilisation Date means the date on which a Utilisation is, or is to be, made

Utilisation Request means a notice substantially in the relevant form set out in Schedule 3 (Utilisation Request)

VAT means:

(a) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system ofvalue added tax (EC Directive 2006/112); and

(b) any other tax of a similar nature, whether imposed in a member state of the European Union in substitutionfor, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

Write-down and Conversion Powers means:

(a) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, thepowers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule.; and

28



(b) in relation to any other applicable Bail-In Legislation:

(i) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that isa bank or investment firm or other financial institution or affiliate of a bank, investment firm or otherfinancial institution, to cancel, reduce, modify or change the form of a liability of such a person orany contract or instrument under which that liability arises, to convert all or part of that liability intoshares, securities or obligations of that person or any other person, to provide that any such contractor instrument is to have effect as if a right had been exercised under it or to suspend any obligationin respect of that liability or any of the powers under that Bail-In Legislation that are related to orancillary to any of those powers; and

any similar or analogous powers under that Bail-In Legislation

1.2 Construction

(a) Unless a contrary indication appears, a reference in this Agreement to:

(i) the Facility Agent, the Collateral Management Agent, the Arranger, any Finance Party, anyLender, any Obligor, any Party, any Secured Party, the Security Agent or any other person shallbe construed so as to include its successors in title, permitted assigns and permitted transferees to, orof, its rights and/or obligations under the Finance Documents and, in the case of the Security Agent,any person for the time being appointed as Security Agent or Security Agents in accordance with theFinance Documents;

(ii) a document in agreed form is a document which is previously agreed in writing by or on behalf ofthe Company and the Facility Agent or, if not so agreed, is in the form specified by the Facility Agent;

(iii) assets includes present and future properties, revenues and rights of every description;

(iv) a Finance Document or any other agreement or instrument is a reference to that Finance Documentor other agreement or instrument as amended, novated, supplemented, extended or restated;

(v) a group of Lenders includes all the Lenders;

(vi) guarantee means (other than in clause 20 (Guarantee and Indemnity)) any guarantee, letter of credit,bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual orcontingent, to purchase or assume any indebtedness of any person or to make an investment in or loanto any person or to purchase assets of any person where, in each case, such obligation is assumed inorder to maintain or assist the ability of such person to meet its indebtedness;

(vii) indebtedness includes any obligation (whether incurred as principal or as surety) for the payment orrepayment of money, whether present or future, actual or contingent;

(viii) a person includes any individual, firm, company, corporation, government, state or agency of a stateor any association, trust, joint venture, consortium, partnership or other entity (whether or not havingseparate legal personality);

(ix) a regulation includes any regulation, rule, official directive, request or guideline (whether or nothaving the force of law) of any governmental, intergovernmental or supranational body, agency,department or of any regulatory, self-regulatory or other authority or organisation;

(x) including means including without limitation;

29



(xi) a provision of law is a reference to that provision as amended or re-enacted;

(xii) a time of day is a reference to London time;

(xiii) the Interest Period of a Credit Instrument will be construed as a reference to the Term of that CreditInstrument;

(xiv) an amount borrowed includes any amount utilised by way of an Ancillary Facility;

(xv) a Utilisation made or to be made to a Borrower includes an Ancillary Facility entered into or issuedon its behalf;

(xvi) a Lender funding its participation in a Utilisation includes a Lender issuing or entering into anAncillary Facility;

(xvii) amounts outstanding under this Agreement include amounts outstanding under or in respect of anAncillary Facility;

(xviii) an outstanding amount of an Ancillary Facility at any time is the maximum amount that is or may bepayable by a Borrower in respect of that Ancillary Facility at that time;

(xix) a Borrower repaying or prepaying a Credit Instrument means:

(A) that Borrower providing cash cover for that Credit Instrument;

(B) the maximum amount payable under the Credit Instrument being reduced in accordance withits terms; or

(C) the Facility C Lender which issued the Credit Instrument being satisfied that it has no furtherliability under that Credit Instrument,

and the amount by which a Credit Instrument is repaid or prepaid under sub-clauses (A) and (B)above is the amount of the relevant cash cover or reduction; and

(xx) a Borrower providing cash cover for a Credit Instrument means that Borrower paying an amountequal to the maximum actual and contingent liabilities of the relevant Lender under such CreditInstruments in the currency of the Credit Instrument to an interest-bearing account in the name of thatBorrower and the following conditions are met:

(A) the account is with the relevant Facility C Lender which issued the Credit Instrument;

(B) withdrawals from the account may only be made to pay a Finance Party amounts due andpayable to it under this Agreement in respect of that Credit Instrument until no amount is ormay be outstanding under that Credit Instrument; and

(C) the Borrower has executed a security document, in form and substance satisfactory to theFacility Agent, creating a first ranking security interest over that account.

(b) In determining the amount of the Available Facility for the purposes of this Agreement the ProposedParticipation of a Lender will be calculated ignoring any cash cover provided for outstanding CreditInstruments.

(c) Section, clause and Schedule headings are for ease of reference only.

30



(d) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given underor in connection with any Finance Document has the same meaning in that Finance Document or notice as inthis Agreement.

(e) A Default (other than an Event of Default) is continuing if it has not been remedied or waived and an Eventof Default is continuing if it has not been waived.

1.3 Currency symbols and definitions

(a) $, USD and dollars denote the lawful currency of the United States of America;

(b) €, EUR, EURO and euro denote the single currency of the Participating Member States.

1.4 Third party rights

(a) Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no rightunder the Contracts (Rights of Third Parties) Act 1999 (the Third Parties Act) to enforce or enjoy the benefitof any term of this Agreement.

(b) Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is notrequired to rescind or vary this Agreement at any time.

1.5 Joint and Several Liability

All obligations of the Borrowers under this Agreement shall be assumed jointly and severally.

31



Section 2The Facility

2. The Facilities

2.1 The Facilities

Subject to the terms of this Agreement, the Lenders make available to the Borrowers a secured multicurrency borrowingbase facility comprising:

(a) Facility A in an aggregate amount equal to the Facility A Total Proposed Participations;

(b) Facility B in an aggregate amount equal to the Facility B Total Proposed Participations; and

(c) Facility C in an aggregate amount equal to the Facility C Total Proposed Participations.

2.2 Finance Parties' rights and obligations

(a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party toperform its obligations under the Finance Documents does not affect the obligations of any other Party underthe Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party underthe Finance Documents.

(b) The rights of each Finance Party under or in connection with the Finance Documents are separate andindependent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shallbe a separate and independent debt.

(c) A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights underthe Finance Documents.

(d) Facility C is an uncommitted facility and accordingly the issue of Ancillary Facilities shall be entirely inthe discretion of the Facility C Lenders who shall be under no obligation to issue the same. The Borrowersacknowledge that no Lender shall have any obligation or commitment to make Ancillary Facilities available tothe Borrowers and the making of a Utilisation pursuant to Facility C shall not be deemed to be a commitmentto make any other Utilisation under that Facility.

(e) Facility C Declining Lenders

(i) A Facility C Lender shall be entitled to decline a particular Utilisation Request under Facility Con a case-by-case basis without prejudicing its ability to agree to subsequent Facility C UtilisationRequests.

(ii) A Facility C Lender who does not wish to make available any further Utilisations under Facility C (aFacility C Declining Lender) may at any time serve a written notice to the Facility Agent stating thatit is declining to make available any Utilisations under Facility C (the Facility C Declining Notice).

(iii) Upon receipt of a Facility C Declining Notice the Facility Agent shall inform the other Lenders underFacility C within one (1) Business Day of receipt of such Facility C Declining Notice and the FacilityC Declining Notice will take effect five (5) Business Days from the date of the Facility C DecliningNotice.

(iv) For the period beginning on the date of the Facility C Declining Notice and ending on the datewhich is five (5) Business Days from the date of the Facility C Declining Notice (the Facility CDeclining Notice Period) the Facility C Declining Lender may, but shall not be obliged to, makefurther Utilisations under Facility C. A

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Facility C Declining Lender shall not participate in any further utilisations of Facility C (includingany rollovers) after the expiry of the Facility C Declining Notice Period and shall cease to be aFacility C Lender provided that a Facility C Declining Lender shall remain committed for CreditInstruments that were made before and during the Facility C Declining Notice Period even thoughsuch Credit Instruments may have a maturity in excess of the Facility C Declining Notice Period.

(v) The Facility C Declining Lender may, in accordance with the terms of this Agreement, transfer itsrights and obligations under any Ancillary Facilities issued or entered into by it to an AcceptableBank provided that if any existing Facility C Lender which is an Acceptable Bank wishes to acquiresuch rights and obligations the Facility C Declining Lender shall only be entitled to transfer the sameto such existing Facility C Lender (or if more than one Facility C Lender is an Acceptable Bank, tosuch Facility C Lenders in such proportions as those Facility C Lenders may agree).

(vi) Without prejudice to clause (v) the Company may require that a Facility C Declining Lender transfersits Facility C Proposed Participation to another Facility C Lender which is an Acceptable Bank or (ifno existing Facility C Lenders wish to acquire the same) to an Acceptable Bank designated by theCompany, in each case in accordance with clause 27 (Changes to Lenders).

2.3 Obligors' Agent

(a) Each Obligor (other than the Company) by its execution of this Agreement irrevocably appoints the Company(acting through one or more authorised signatories) to act on its behalf as its agent in relation to the FinanceDocuments and irrevocably authorises:

(i) the Company on its behalf to supply all information concerning itself contemplated by thisAgreement to the Finance Parties and to give all notices and instructions (including, in the caseof the Borrowers, Utilisation Requests and any notices, certificates or confirmations under anyFinance Document), to make such agreements and to effect the relevant amendments, supplementsand variations capable of being given, made or effected by any Obligor notwithstanding that theymay affect the Obligor, without further reference to or the consent of that Obligor; and

(ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant tothe Finance Documents to the Company,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions(including, without limitation, any Utilisation Requests) or executed or made the agreements or effected theamendments, supplements or variations, or received the relevant notice, demand or other communication.

(b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice orother communication given or made by the Obligors' Agent or given to the Obligors' Agent under any FinanceDocument on behalf of another Obligor or in connection with any Finance Document (whether or not knownto any other Obligor and whether occurring before or after such other Obligor became an Obligor under anyFinance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made,given or concurred with it. In the event of any conflict between any notices or other communications of theObligors' Agent and any other Obligor, those of the Obligors' Agent shall prevail.

(c) The powers of the Company (as Obligors' Agent) under this clause 2.3 (Obligors' Agent) shall be no greaterthan as set out in this clause 2.3 (Obligors' Agent) and shall remain valid for so long as any amount isoutstanding under the Finance Documents or any Proposed Participation is in force.

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2.4 Extension Option

(a) Subject always to clause 2.4(b), provided that no Default has occurred and is continuing at such time, theCompany may request in respect of Facility A and/or Facility B, by written notice received by the FacilityAgent:

(i) no more than one hundred and twenty (120) days; and

(ii) no less than sixty (60) days,

prior to:

(A) in respect of Facility A, the Initial Facility A Termination Date, the First Extended FacilityA Termination Date, the Second Extended Facility A Termination Date and/or the ThirdExtended Facility A Termination Date (as applicable); or

(B) in respect of Facility B, the Initial Facility A Termination Date, the Initial Facility BTermination Date, the First Extended Facility B Termination Date and/or the SecondExtended Facility B Termination Date,

that the period of the relevant Facility be extended for a period of three hundred and sixty four (364) daysbeyond the then applicable Termination Date (an Extension Request).

(b) On and subject to the terms and conditions set out in this Agreement, the Company shall be entitled to submitan Extension Request:

(i) in respect of Facility A, on no more than four (4) occasions in total (on only one occasion prior tothe Initial Facility A Termination Date, on only one occasion prior to the First Extended Facility ATermination Date, on only one occasion prior to the Second Extended Facility A Termination Dateand on only one occasion prior to the Third Extended Facility A Termination Date); and

(ii) in respect of Facility B, on no more than three (3) occasions in total (on only one occasion prior to theInitial Facility A Termination Date, on only one occasion prior to the Initial Facility B TerminationDate and on only one occasion following the Initial Extended Facility B Termination Date),

provided that there shall be no extension of any Facility beyond the date which is the fifth (5th)anniversary of the date of this Agreement.

(c) An Extension Request shall be irrevocable.

(d) Following its receipt of an Extension Request, the Facility Agent shall promptly notify each Lender under therelevant Facility or Facilities of such request.

(e) If an Extension Request has been notified by the Facility Agent to each relevant Lender, each such Lendershall, no later than twenty (20) Business Days after receipt by it of the Extension Request notify the FacilityAgent whether or not it agrees to the Extension Request. Any such notice by a Lender shall be binding on thatLender. The Facility Agent shall promptly notify the Company and the other Lenders under the applicableFacility of the response of each Lender under that Facility.

(f) Any Lender who fails to give such notice to the Facility Agent within the timeframe specified in paragraph (e)above shall be deemed to have refused the Extension Request.

(g) Nothing in this clause 2.4 shall impose any obligations on any Lender to agree to any Extension Request madein accordance with this clause 2.4.

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(h) Provided that 662/3% of the Lenders in respect of the relevant Facility agree to the relevant Extension Request,the Termination Date in respect of that Facility shall in respect of those Lenders who have agreed, subject topayment prior to the then applicable Termination Date (or, in respect of an extension of Facility B requestedprior to the Initial Facility A Termination Date, on the Initial Facility A Termination Date) by the Companyof the Extension Fee, be extended to the date falling three hundred and sixty four (364) days after the thenapplicable Termination Date.

(i) The Extension Fee shall only be paid to the Lenders that agree to the Extension Request.

(j) If a Lender refuses an Extension Request, then on the relevant Termination Date (ignoring any extension underthis clause) all Proposed Participations of that Lender shall be cancelled.

2.5 Refusing Lenders

(a) This clause 2.5 shall apply only where a Termination Date is extended in accordance with clause 2.4(Extension Option).

(b) Any Lender which refuses, or is deemed to have refused, an Extension Request (a Refusing Lender) inrespect of a Facility shall not, after such refusal or deemed refusal, participate in the making of any Utilisationunder that Facility if:

(i) the proposed date for the making of such Utilisation falls on a day which is not within the applicableAvailability Period prior to the extension in accordance with clause 2.4(a) (Extension Option); or

(ii) the proposed Interest Period of such Utilisation ends after the Termination Date in respect of therelevant Facility as determined without reference to the extension which is being refused (theRefusing Lender Termination Date).

(c) On the Refusing Lender Termination Date in respect of a Facility, the Company shall repay each RefusingLender such Refusing Lender's share of each outstanding Utilisation under the relevant Facility which is thesubject of the relevant Extension Request and all other sums in relation thereto then due to that Lender inrespect of that Facility pursuant to the Finance Documents but unpaid together with accrued interest thereon.

(d) Subject to clause 2.5(e), the Proposed Participation of each Refusing Lender in the relevant Facility held bythat Refusing Lender as at the Refusing Lender Termination Date shall automatically be cancelled and reducedto zero (0) on the Refusing Lender Termination Date in respect of that Facility.

(e) The Company may request to the Facility Agent that the Proposed Participation of a Refusing Lender betransferred to another Lender under the same Facility or (only if no Lenders agree to such a transfer) to anAcceptable Bank immediately prior to the Refusing Lender Termination Date. Any such transfer shall beimplemented in accordance with clause 27 (Changes to Lenders) of this Agreement. If more than one Lenderunder the same Facility wishes to acquire the Proposed Participation of the Refusing Lender, such Lendersshall acquire the Proposed Participation pro-rata to their existing Proposed Participations in the relevantFacility.

2.6 Accordion - Increase in Size of Facility A and/or Facility B

(a) The Company may on one occasion only at any time prior to the date which is six (6) Months prior to the thenapplicable Termination Date of the applicable Facility, request, by written notice to the Facility Agent (whoshall promptly provide a copy of such notice to each Lender under the applicable Facility), additional ProposedParticipations of up to one hundred million Dollars ($100,000,000) in aggregate in the Base Currency acrossFacility A and/or Facility B (the Additional Proposed Participation Amount).

35



(b) Each Lender shall have the right for a period of twenty (20) Business Days following receipt of such noticeby the Facility Agent, to elect by written notice to the Company and the Facility Agent (an Acceptance) toincrease its Proposed Participations by a principal amount equal to its pro rata share (determined on the basisof the proportion of its Proposed Participations and participation in the Utilisations outstanding under therelevant Facility to the Total Proposed Participations and the Utilisations then outstanding under that Facility)of the Additional Proposed Participation Amount.

(c) If an Acceptance is not received by the Facility Agent from a Lender within the time limit specified in clause2.6(b) above, such Lender's Proposed Participations shall remain unchanged.

(d) If not all Lenders under the relevant Facility elect pursuant to clause 2.6(b) above to increase their respectiveProposed Participation any unallocated portion of the Additional Proposed Participation Amount may beassumed by those Lenders under the relevant Facility which did elect to increase their Proposed Participation(pro-rata to the existing Proposed Participations of such Lenders under the relevant Facility) or if any of theAdditional Proposed Participation Amount is not so assumed by such Lenders they may thereafter be assumedby an Acceptable Bank or Acceptable Banks selected by the Company.

(e) No Lender shall have any obligation to increase its Proposed Participation or incur any other obligationsunder this Agreement and the other Finance Documents in relation to such Additional Proposed ParticipationAmount, and any decision by a Lender to increase its Proposed Participation shall be made in its solediscretion.

(f) The notice delivered by the Company pursuant to paragraph (a) above shall be irrevocable once given andshall set out: (i)

(i) the amount of the Additional Proposed Participation Amount being requested (which shall not exceed$100,000,000);

(ii) whether it relates to Facility A, Facility B or both (and if both, in what proportions); and

(iii) the date on which such Additional Proposed Participation Amounts are requested to become effectivewhich must be a date that is at least twenty (20) Business Days after the date of that notice.

(g) The Additional Proposed Participation Amount must be used for the purposes specified in clause 3.1(Purpose).

(h) Any Additional Proposed Participation Amount shall become effective on the date on which the Facility Agentnotifies the Company and each Lender that a Lender Accession Letter has been executed by the Company, theFacility Agent and the relevant Lender or Lenders and/or Acceptable Banks whose Proposed Participation isto be increased.

(i) Upon the acceptance of any such Lender Accession Letter by the Facility Agent, the relevant Facility orFacilities shall automatically be increased by the Additional Proposed Participation Amount added throughsuch Lender Accession Letter and Part II of Schedule 1 (Original Lenders) shall automatically be deemed tobe amended to reflect the Additional Proposed Participation Amount (and inclusion of new Lenders, as thecase may be).

(j) Each Party (other than the Lender(s) whose Proposed Participation is to be increasedand the Company) irrevocably authorises the Facility Agent to execute on its behalf any Lender AccessionLetter which has been duly completed and signed on behalf of that Lender and the Company and each Obligoragrees to be bound by such accession and increased Proposed Participations. The Facility Agent shall only beobliged to execute a Lender Accession Letter once it is satisfied it has complied with all necessary "know your

36



customer" or similar checks under all applicable laws and regulations in relation to any Acceptable Bankswhich shall become Lenders following the Facility Agent's execution thereof.

(k) For the avoidance of doubt nothing in this clause 2.6 (Accordion - Increase in size of Facility A and/or FacilityB) shall entitle the Company to request any increase in the Facility C Proposed Participations.

(l) The Company shall pay to the Facility Agent for the account of the Lenders whose Proposed Participationsare increased pursuant to clause 2.6 (Accordion - Increase in size of Facility A and/or Facility B) a fee in theamount and at the times agreed in a Fee Letter.

(m) The Company shall promptly on demand pay to the Facility Agent the amount of all costs and expenses(including legal fees) reasonably incurred by it in connection with any increase in Proposed Participationsunder this clause 2.6 (Accordion - Increase in size of Facility A and/or Facility B).

(n) Clause 27.4(b) (Limitation of responsibility of Existing Lenders) shall apply, with necessary amendments, tothis clause 2.6 (Accordion - Increase in size of Facility A and/or Facility B) in relation to an Acceptable Bankwhich becomes a Lender hereunder as if references in that clause to:

(i) an Existing Lender were references to all the Lenders immediately prior to the relevant increase; and

(ii) the New Lender were references to that Acceptable Bank.

2.7 Adjustments by Lenders

(a) Upon any increase in Facility A and/or Facility B in accordance with clause 2.6 (Accordion — Increasein Size of Facility A and/or Facility B), the Lender under an applicable Facility shall promptly adjust bycorresponding transfers and payments between such Lenders (to the extent necessary) their claims in respectof amounts outstanding to them under that Facility to ensure that, after such transfers and payments have beenmade, the aggregate of outstanding Loans of each Lender in that Facility bears the same proportion to the totalprincipal amounts outstanding under that Facility as the relevant Lender's Proposed Participation in respectof that Facility bears to the Total Proposed Participations under that Facility (as increased in accordance withclause 2.6 (Accordion - Increase in Size of Facility A and/or Facility B)).

(b) Any amount to be paid by a Lender whose Proposed Participation has been increased to a Refusing Lenderunder this clause 2.7 (Adjustments by Lenders) shall be immediately due and payable to that Refusing Lender.Any amount received by a Refusing Lender under this clause 2.7 (Adjustments by Lenders) shall be deemed tobe a payment of sums owed by the relevant Borrower to the relevant Refusing Lender.

(c) All calculations to be made pursuant to this clause 2.7 (Adjustments by Lenders) shall be made by the FacilityAgent based upon information provided to it by each Lender under the relevant Facility and each AcceptableBank which is to become a Lender. The Facility Agent shall as soon as reasonably practicable followingreceipt of such information provide the Company and the Lenders under the relevant Facility with a scheduleof calculations setting out the new Proposed Participations of each relevant Lender as at the proposed Facilityincrease date and the amounts (if any) which would be payable between Lenders pursuant to this clause 2.7(Adjustments by Lenders) on such increase date. Each relevant Lender and the Company shall confirm inwriting the new Proposed Participations of each Lender to the Facility Agent as soon as reasonably practicablefollowing receipt of such schedule of calculations.

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(d) All payments and transfers to be made pursuant to this clause 2.7 (Adjustments by Lenders) shall be madethrough the Facility Agent.

2.8 Hedging/Clearing

(a) The Company may enter into commodity hedging transactions which have not been cleared (the HedgingProvider Hedging Transactions) with the Hedging Providers for the purpose of hedging the Company'songoing exposure to commodity prices. Such Hedging Provider Hedging Transactions will be transactedunder the 2002 Master Agreement as published by the International Swaps and Derivatives Association Inc.(Master Agreement).

(b) The Company may enter into cleared commodity hedging transactions (the Clearing Provider HedgingTransactions) with the Clearing Providers. Such Clearing Provider Hedging Transactions will be transactedpursuant to the Clearing Provider's customary terms of business.

(c) Each Borrower may enter into spot and forward foreign exchange hedging transactions (the FX HedgingProvider Hedging Transactions) with the FX Hedging Providers for the purpose of hedging the Borrowers'ongoing exposure to foreign exchange risk provided that:

(i) any such hedging shall be directly linked to the acquisition of assets comprised in the BorrowingBase;

(ii) the Borrowers' exposure under each hedging transaction shall have a maximum tenor of 45 days; and

(iii) such FX Hedging Provider Hedging Transactions will be transacted under a Master Agreement.

(d) The Company may enter into Multi-Party TPA Agreements which comply with the terms of this Agreement.

(e) No Borrower shall enter into any commodity hedging or clearing transactions or foreign exchange hedgingtransactions or documents related to any of the same other than as permitted by this clause 2.8.

(f) The Borrowers shall procure that all Hedging Agreements are entered into in compliance with the HedgingPolicy.

3. Purpose

3.1 Purpose

Each Borrower shall apply all amounts borrowed by it under the Facility towards:

(a) repaying the Specified Existing Indebtedness;

(b) in payment of any fees, costs and expenses payable hereunder;

(c) financing the Borrowers' working capital needs in connection with the purchase, transportation, storage andsubsequent sale of fuel/gas oil including day-to-day operating expenses related thereto; and/or

(d) in addition in relation to Facility C only, financing (i) payments to be made by TPA Counterparties pursuantto any Multi-Party TPA Agreements and (ii) payments to FX Hedging Providers in respect of its obligationsunder a Master Agreement in respect of an FX Hedging Provider Hedging Transaction.

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3.2 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

3.3 The Borrowing Base

Schedule 12 (Borrowing Base Amount) sets out the Parties' understanding of the operation of the Borrowing Base.

4. Conditions of Utilisation

4.1 Initial conditions precedent

(a) No Borrower may deliver a Utilisation Request unless the Facility Agent has received all of the documentsand other evidence listed in Part I of Schedule 2 (Conditions precedent) in form and substance satisfactoryto the Facility Agent. The Facility Agent shall notify the Company and the Lenders promptly upon being sosatisfied.

(b) Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary beforethe Facility Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do notrequire) the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages,costs or losses whatsoever as a result of giving any such notification.

4.2 Further conditions precedent

Subject to clause 4.1 (Initial conditions precedent), the Lenders will only be obliged to comply with clause 5.5(Lenders' participation in Loans) or issue or enter into an Ancillary Facility if on the date of the Utilisation Requestand on the proposed Utilisation Date:

(a) in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed loan and,in the case of any other Loan, no Default is continuing or would result from the proposed Utilisation;

(b) the Company has not issued a notice pursuant to clause 22.6(c) (Notification of default and of expectation notto meet financial covenants) after the date of its last Compliance Certificate (or if no Compliance Certificatehas yet been provided), the date of this Agreement;

(c) the Repeating Representations to be made by each Obligor are true;

(d) a Borrowing Base Report and a Cross-Check Borrowing Base Report have been provided on the most recentreporting dates in accordance with clauses 22.9 (Borrowing Base Report); and

(e) if a Borrowing Base Report was to be delivered on such date based on the Borrowing Base as at that date, suchBorrowing Base Report would be a Compliant Borrowing Base Report.

4.3 The Lenders will only be obliged to comply with 34.10 (Change of currency) if, on the first day of an Interest Period,no Default is continuing or would result from the change of currency and the Repeating Representations to be made byeach Obligor are true.

4.4 Further conditions precedent for Sensitive Zones

Without prejudice to clauses 4.1 (Initial conditions precedent) and 4.2 (Further conditions precedent) no Borrower maysubmit a Utilisation Request which relates to payments being made into, or investment or activity connected with,Sensitive Zones (including, without

39



limitation, issuing Credit Instruments to entities established in or for the purposes of transactions in, or in connectionwith activities in, Sensitive Zones) unless the Facility Agent has received all of the documents and other evidence listedin Part Ill of Schedule 2 (Conditions precedent) in form and substance satisfactory to the Facility Agent.

4.5 Further conditions precedent for issue of Credit Instruments in respect of third parties

Without prejudice to clauses 4.1 (Initial conditions precedent) and 4.2 (Further conditions precedent) no Borrower maysubmit a Utilisation Request for a Credit Instrument to be issued at the request of a third party unless (A) such thirdparty is acceptable to the relevant Facility C Lender in its absolute discretion and (B) both it and the third party haveexecuted and delivered to the relevant Facility C Lender (with a copy to the Facility Agent) a Deed of Undertaking inrespect of that Credit Instrument together with:

(a) such corporate and signing authorities; and

(b) such documentation and other evidence in order for the applicable Facility C Lender to carry out and besatisfied it has complied with all necessary "know your customer" or other similar checks under all applicablelaws,

as the Facility C Lender and/or the Facility Agent may reasonably request in connection therewith.

4.6 Maximum number of Utilisations

A Borrower (or the Company on its behalf) may not deliver a Utilisation Request if as a result of the proposedUtilisation the aggregate number of outstanding Facility A Loans and Facility B Loans would exceed ten (10).

4.7 Maximum Available Amount

The Outstandings (excluding any Excess Overdraft Amounts) following the making of a Utilisation (including anyOutstandings which are to be incurred between the date of delivery of the relevant Utilisation Request and the proposedUtilisation Date) must not exceed the Maximum Available Amount at such time as determined by the Facility Agent.

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Section 3Utilisation

5. Utilisation

5.1 Delivery of a Utilisation Request

A Borrower may utilise a Facility by delivery:

(a) to the Facility Agent (with a copy to the Collateral Management Agent) (in respect of Facility A and/or FacilityB); and

(b) to the relevant Facility C Lender, with a copy to the Collateral Management Agent (in respect of Facility C),

of a duly completed Utilisation Request not later than the Specified Time.

5.2 Completion of a Utilisation Request for Loans

(a) Each Utilisation Request for a Loan under Facility A or Facility B is irrevocable and will not be regarded ashaving been duly completed unless:

(i) it identifies the Facility to be utilised;

(ii) it identifies the relevant Borrower in respect of whom the Utilisation request is being made;

(iii) the proposed Utilisation Date is a Business Day within the Availability Period applicable to thatFacility;

(iv) the currency and amount of the Utilisation comply with clause 5.4 (Currency and amount); and

(v) the proposed Interest Period complies with clause 12 (Interest Periods).

(b) Only one Loan may be requested in each Utilisation Request.

5.3 Completion of a Utilisation Request for Ancillary Facilities

Without prejudice to clauses 2.2(d) and 5.9(c), each Utilisation Request for an Ancillary Facility is irrevocable and willnot be regarded as having been duly completed unless:

(i) it specifies the proposed Ancillary Facility;

(ii) it identifies the relevant Borrower;

(iii) it identifies the proposed Facility C Lender which has agreed to enter into or issue the AncillaryFacility;

(iv) the proposed Utilisation date is a Business Day within the Availability Period applicable to FacilityC;

(v) the currency and amount of the Ancillary Facility comply with clause 5.4 (Currency and amount);

(vi) (unless otherwise agreed by the Facility Agent and the relevant Facility C Lender) the Expiry Date ofthe Ancillary Facility falls on or before the Termination Date;

41



(vii) the maximum contingent liability of the relevant Facility C Lender in respect of the Ancillary Facilityis determinable at the time of issue or entry into of the Ancillary Facility;

(viii) if relating to a Credit Instrument:

(A) subject to sub-paragraph (B) below, the Term is specified and does not exceed ninety (90)days;

(B) guarantees in favour of:

(xx) port authorities may have a tenor of up to one (1) year; and

(yy) suppliers may have a tenor of up to thirteen (13) months,

and in each case may be renewable at the discretion of the relevant Facility C Lender,provided that a Borrower shall not request a Facility C Lender to issue such a guarantee:

(aa) unless the issuing Facility C Lender has notified the Company in writing in advanceof its approval to issue the same; and

(bb) in favour of a supplier (an Extended Supplier Guarantee) if, without prejudice toclause 5.4 (Currency and amount), the maximum actual or contingent liability ofthe relevant Facility C Lender under the proposed Extended Supplier Guarantee,when aggregated with the maximum actual or contingent liabilities of all Facility CLenders under all other outstanding Extended Supplier Guarantees, would exceed$30,000,000;

(C) unless otherwise agreed by the Facility Agent and the relevant Facility C Lender, the formof the Credit Instrument is attached and is in full compliance with this Agreement;

(D) the delivery instructions for the Credit Instrument are specified; and

(E) it identifies where the request is to issue a Credit Instrument at the request of a third party;and

(ix) if relating to an Overdraft Facility, the amount, when aggregated with the maximum amount ofall other outstanding Overdraft Facilities, does not exceed 50% of the Facility C Total ProposedParticipations.

5.4 Currency and amount

(a) The currency specified in a Utilisation Request must be the Base Currency or euro.

(b) The amount of the proposed Loan must be:

(i) if the currency selected is the Base Currency, a minimum of $5,000,000 or, if less, the AvailableFacility;

(ii) if the currency selected is euro, a minimum of €5,000,000 or, if less, the Available Facility; and

(iii) in any event such that its Base Currency Amount is less than or equal to the Available Facility.

(c) The amount of a proposed Ancillary Facility must be, when aggregated with all other outstanding AncillaryFacilities, less than or equal to the Available Facility.

42



(d) The amount of any proposed Loan or Ancillary Facility must not be of an amount which would, upon the Loanor Ancillary Facility being made, result in a failure to comply with clause 4.7 (Maximum Facility Amount).

(e) The amount of any proposed Utilisation must be such that, immediately following that Utilisation, if aBorrowing Base Report was to be delivered based on the Borrowing Base as at that date, such Borrowing BaseReport would be a Compliant Borrowing Base Report.

5.5 Lenders' participation in Loans

(a) If the conditions set out in this Agreement have been met each Lender shall make its participation in eachLoan under Facility A and Facility B available by the Utilisation Date through its Facility Office.

(b) The amount of each Lender's participation in each Loan under Facility A and Facility B will, in respect ofa Facility, be equal to the proportion borne by its Available Proposed Participation to the Available Facilityimmediately prior to making the Loan.

5.6 Role of Facility Agent

The Facility Agent shall determine the Base Currency Amount of each Loan under Facility A and Facility B which isto be made in euro and shall notify each relevant Lender of the amount, currency and the Base Currency Amount ofeach Loan, the amount of its participation in that Loan, in each case by the Specified Time.

5.7 Overdraft requests

The Borrowers shall not submit a Utilisation Request which contravenes clause 5.3(ix).

5.8 Cancellation of Proposed Participation

The Proposed Participations in respect of a Facility which, at that time, are unutilised shall be immediately cancelled atthe end of the Availability Period for that Facility.

5.9 Issue of or entry into Ancillary Facilities

(a) Without prejudice to clause 2.2(d), if the conditions set out in this Agreement have been met, a Lenderdetermined in accordance with clause 6.18 (Allocation of Ancillary Facilities) may issue, grant or enter intoan Ancillary Facility on a bilateral basis on its Utilisation Date.

(b) The Company shall procure that on the date of the Utilisation Request in respect of an Ancillary Facility andon the proposed Utilisation Date of that Ancillary Facility:

(i) the proposed Ancillary Facility is on terms acceptable to the relevant Lender;

(ii) no Default is continuing or would result from the proposed Utilisation; and

(iii) the Repeating Representations to be made by each Obligor are true in all material respects.

(c) No Lender shall comply with a Facility C Utilisation Request if it is aware, or has received writtenconfirmation from the Facility Agent, that clauses 5.3 and 5.4 have not been complied with.

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6. Ancillary Facilities

Credit Instruments

6.1 If a Credit Instrument or any amount outstanding under a Credit Instrument becomes immediately payable under thisAgreement, the relevant Borrower shall repay or prepay that amount immediately.

6.2 Each Borrower irrevocably and unconditionally authorises the Lender which has issued or entered into a CreditInstrument to pay any claim made or purported to be made under a Credit Instrument requested by it and which appearson its face to be in order (a claim).

6.3 For the avoidance of doubt, where a Borrower requests the issue of a Credit Instrument at the request of a third partythen (without prejudice to clause 4.5 (Further conditions precedent for issue of Credit Instruments in respect of thirdparties)) such Credit Instrument shall be deemed to be a Utilisation of the relevant Borrower who shall be liable forpayments in respect of thereof in accordance with clause 6.4.

6.4 Each Borrower which requested a Credit Instrument shall immediately on demand pay to the Facility Agent for therelevant Lender an amount equal to the amount of any claim under that Credit Instrument.

6.5 Each Borrower acknowledges that a Facility C Lender:

(a) is not obliged to carry out any investigation or seek any confirmation from any other person before paying aclaim; and

(b) deals in documents only and will not be concerned with the legality of a claim or any underlying transactionor any available set-off, counterclaim or other defence of any person.

6.6 The obligations of a Borrower under this clause will not be affected by:

(a) the sufficiency, accuracy or genuineness of any claim or any other document; or

(b) any incapacity of, or limitation on the powers of, any person signing a claim or other document.

Credit Instruments extending beyond the Termination Date

6.7 Each Borrower shall on the Termination Date provide cash cover for any Credit Instrument in respect of which theTerm expires after the Termination Date.

6.8 [Intentionally Deleted].

Overdraft

6.9 If a Facility C Lender enters into an Overdraft Facility or permits a utilisation thereunder (including by operation ofclauses 6.11 (Payments under Multi-Party TPA Agreements) and 6.12 (Payments under FX Hedging Provider HedgingAgreements)) which results in the conditions in clauses 5.4(c) to 5.4(e) not being satisfied, then (subject to clause 6.10)the amount of the aggregate of all utilisations under Overdraft Facilities by any of the Borrowers with that Facility CLender (the Facility C Lender's Overdraft Exposure) which results in the contravention of the conditions in clauses5.4(c) to 5.4(e) (the Excess Overdraft Amount) shall be subordinated to amounts owing to the Finance Parties underthe Finance Documents by virtue of the priority of payments set out in clauses 31.29 (Order of application) and 34.6(Partial payments)).

6.10 If an Excess Overdraft Amount is incurred as a result of the operation of clauses 6.11 (Payments under Multi-Party TPAAgreements) and/or 6.12 (Payments under FX Hedging

44



Provider Hedging Agreements), the Company (or a Borrower) shall pay to the relevant Facility C Lender on the date onwhich the Excess Overdraft Amount is incurred an amount equal to the Excess Overdraft Amount. The Parties agreethat:

(a) any such payment may be made from a Collection Account directly to the TPA Counterparty provided that theconditions for making withdrawals in clause 25.3(a) (Withdrawals from the Collection Account) are satisfied;and

(b) (notwithstanding clause 33 (Sharing Among the Finance Parties)) the relevant Facility C Lender shall beentitled to apply the same in discharge of the Excess Overdraft Amount.

An Excess Overdraft Amount which is repaid in accordance with this clause 6.10 shall upon repayment cease to be anExcess Overdraft Amount for the purposes of this Agreement.

Payments under Multi-Party TPA Agreements

6.11 To the extent a TPA Counterparty is required to make a payment pursuant to a Multi-Party TPA Agreement (a TPAPayment) (noting the requirements in respect thereof in clause 6.23(a)), the amount of each such TPA Payment paidby a Facility C Lender shall be converted into an Overdraft Facility with the relevant Borrower and TPA Counterparty(in its capacity as a Facility C Lender) on the date of the payment thereof without the need for a Utilisation Requestand notwithstanding that the conditions in clauses 5.4(c) to 5.4(e) (and, as applicable, 5.3(ix)) or any other provision ofthis Agreement in respect of granting of Overdraft Facilities may not be met provided that if a Default is continuingthe Facility C Lender shall (and the Security Agent shall be entitled to) instruct the close-out of the relevant hedgingtransaction (to the extent it has not already done so) immediately following the payment of the TPA Payment.

Each Facility C Lender shall notify the Facility Agent of any Overdraft Facilities created pursuant to this clause.

Payments under FX Hedging Provider Hedging Agreements

6.12 To the extent a Borrower is required to make a payment to a FX Hedging Provider pursuant to a FX Hedging ProviderHedging Agreement (a FX Hedging Payment), the amount of each such FX Hedging Payment due to be paid by thatBorrower shall be converted into an Overdraft Facility between the relevant Borrower and FX Hedging Provider (inits capacity as a Facility C Lender) on the due date for payment thereof without the need for a Utilisation Request andnotwithstanding that the conditions in clauses 5.4(c) to 5.4(e) (and, as applicable, 5.3(ix)) or any other provision of thisAgreement in respect of granting of Overdraft Facilities may not be met provided that:

(a) if by virtue of the entry into such Overdraft Facility, the Outstandings owed to that Facility C Lender wouldbe in excess of that Facility C Lender's Available Proposed Participation, the relevant Borrower shall utilisethat Facility C Lender's Available Proposed Participation in full and thereafter (prior to any Excess OverdraftAmount being incurred) enter into or utilise an Overdraft Facility with (an)other Facility C Lender(s) (theAlternate Facility C Lender(s)) to the extent that such Alternate Facility C Lender(s)' Available ProposedParticipations under Facility C are equal to or greater than the FX Hedging Payment; and

(b) if a Default is continuing the FX Hedging Provider and the Borrower shall procure the close-out of the relevanthedging transaction (to the extent they have not already done so) immediately following the payment of theFX Hedging Payment.

Each Facility C Lender shall notify the Facility Agent of any Overdraft Facilities created pursuant to this clause.

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Indemnities - Facility C

6.13 Each Borrower shall immediately on demand indemnify a Lender which has issued or entered into an Ancillary Facilityagainst any cost, loss or liability incurred by that Lender (otherwise than by reason of the that Lender's gross negligenceor wilful misconduct) in acting as a Lender under any Ancillary Facility.

Role of Lenders - Facility C

6.14 Nothing in this Agreement constitutes a Lender which has issued or entered into an Ancillary Facility as a trustee orfiduciary of any other person.

6.15 A Lender which has issued or entered into an Ancillary Facility:

(a) shall not be bound to account to any Lender for any sum or the profit element of any sum received by it for itsown account in respect of an Ancillary Facility;

(b) may accept deposits from, lend money to and generally engage in any kind of banking or other business withany Obligor;

(c) may rely on:

(i) any representation, notice or document believed by it to be genuine, correct and appropriatelyauthorised; and

(ii) any statement made by a director, authorised signatory or employee of any person regarding anymatters which may reasonably be assumed to be within his knowledge or within his power to verify;

(d) may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts;

(e) may act in relation to the Ancillary Facility through its personnel and agents; and

(f) is not responsible for:

(i) the adequacy, accuracy and/or completeness of any information (whether oral or written) provided bythe Facility Agent, any Party (including itself), or any other person under or in connection with theAncillary Facility, the transactions contemplated by the Ancillary Facility or any other agreement,arrangement or document entered into, made or executed in anticipation of, under or in connectionwith the Ancillary Facility; or

(ii) the legality, validity, effectiveness, adequacy or enforceability of the Ancillary Facility or any otheragreement, arrangement or document entered into, made or executed in anticipation of, under or inconnection with the Ancillary Facility.

Exclusion of liability

6.16 Without limiting clause 6.17 (Exclusion of liability) below, a Lender which has issued or entered into an AncillaryFacility will not be liable for any action taken by it under or in connection with that Ancillary Facility, unless directlycaused by its gross negligence or wilful misconduct.

6.17 No Party (other than a Lender which has issued or entered into an Ancillary Facility) may take any proceedings againstany officer, employee or agent of that Lender in respect of any claim it might have against that Lender or in respect ofany act or omission of any kind by that officer, employee or agent in relation to any Ancillary Facility.

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Allocation of Ancillary Facilities

6.18 The Company shall use its best efforts to ensure that Utilisations under Facility C are to the extent possible madeproportionately with all Facility C Lenders in their respective Proposed Participations.

Terms of Ancillary Facilities

6.19 Except as provided below, the terms of any Ancillary Facility shall be those agreed by the relevant Facility C Lenderand the Company.

6.20 Those terms:

(a) must be based upon normal commercial terms at that time (except as varied by this Agreement);

(b) may allow only Borrowers to use Ancillary Facilities; and

(c) must comply with the provisions of this Agreement including, without limitation, in relation to Term, currencyand amount.

6.21 If there is any inconsistency or conflict between any term of an Ancillary Facility and any term of this Agreement, thisAgreement shall prevail.

Amendments and Waivers - Ancillary Facilities

6.22 No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other thanthe relevant Facility C Lender unless such amendment or waiver itself relates to or gives rise to a matter which wouldrequire an amendment of or under this Agreement (including, for the avoidance of doubt, under this clause 6).

Multi-Party TPA Agreements

6.23 Each of the Borrowers agrees to procure that the terms of any Multi-Party TPA Agreement shall comply with this clause6.23 (Multi-Party TPA Agreements) (and the execution by a Finance Party of a Multi-Party TPA Agreement which doesnot comply with this 6.23 (Multi-Party TPA Agreements) shall not be construed as a waiver thereof unless expresslyconfirmed in writing by the Facility Agent acting on the instructions of all Lenders). Each Multi-Party TPA Agreementshall:

(a) contain an undertaking by the relevant TPA Counterparty to pay to the Hedging Provider or Clearing Provider(as the case may be) amounts payable by the Company to the Hedging Provider or Clearing Provider (asthe case may be) under the relevant Hedging Provider Hedging Transaction or Clearing Provider HedgingTransaction (as the case may be) provided that (without prejudice to the Company's obligations to theHedging Provider or Clearing Provider in respect of any Hedging Provider Hedging Transaction or ClearingProvider Hedging Transaction) the Hedging Provider or Clearing Provider (as the case may be) and the TPACounterparty may (but shall not be obliged to) agree that the TPA Counterparty shall be liable to make suchpayments only to the extent that the amount of those payments are capable of being converted into OverdraftFacilities with that TPA Counterparty (in its capacity as Facility C Lender) pursuant to clause 6.11 (Paymentsunder Multi-Party TPA Agreements) without contravening the conditions described in clause 5.3(ix);

(b) provide that the Company's obligation to reimburse the TPA Counterparty in respect of payments made by itthereunder shall be discharged by conversion of the liability into an Overdraft Facility pursuant to clause 6.11(Payments under Multi-Party TPA Agreements).

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(c) provide for the Security Agent (if instructed by the Majority Lenders or as required pursuant to clause 6.11(Payments under Multi-Party TPA Agreements)) to be entitled to direct the TPA Counterparty to instruct theclose-out of any hedging or clearing transactions (or upon any failure of the TPA Counterparty to do so, forthe Security Agent to instruct such close-out directly);

(d) be expressly capable of being assigned by the Company to the Security Agent pursuant to the relevant SecurityAgreement (but not otherwise);

(e) provide that payments for the account of the Company thereunder shall be paid to its relevant CollectionAccount;

(f) contain any notices and acknowledgements of assignment required by each Security Agreement;

(g) be governed by English or Dutch law; and

(h) not otherwise conflict with or cause the Company to breach the terms of this Agreement and any other FinanceDocument.

6.24 Pursuant to a Multi-Party TPA the Company may grant Security:

(a) in favour of the Hedging Provider or Clearing Provider (as the case may be) in respect only of the Company'srights under and in connection with the Hedging Provider Hedging Transaction or Clearing Provider HedgingTransaction but not, for the avoidance of doubt, in respect of any inventory pledged to the Security Agentpursuant to the Transaction Security Documents; and

(b) in favour of the TPA Counterparty provided that any proceeds of enforcement thereof shall be held by the TPACounterparty on trust for the Finance Parties and applied in accordance with clause 34 (Payment Mechanics).

Master Agreements for FX hedging

6.25 Each of the Borrowers agrees to procure that the terms of any FX Hedging Provider Hedging Agreement shall complywith this clause 6.25 (Master Agreement for FX hedging) (and the execution by a Finance Party of a FX HedgingProvider Hedging Agreement which does not comply with this clause 6.25 (Master Agreement for FX hedging) shallnot be construed as a waiver thereof unless expressly confirmed in writing by the Facility Agent acting on theinstructions of all Lenders). Each FX Hedging Provider Hedging Agreement shall:

(a) be expressly capable of being assigned by the Borrower to the Security Agent pursuant to the relevant SecurityAgreement (but not otherwise);

(b) provide that payments for the account of the Borrower thereunder shall be paid to its relevant CollectionAccount;

(c) contain any notices and acknowledgements of assignment required by each Security Agreement;

(d) be governed by English law; and

(e) not otherwise conflict with or cause the Borrower to breach the terms of this Agreement and any other FinanceDocument.

Inconsistency and conflict

6.26 If there is any inconsistency or conflict between any term of a Multi-Party TPA Agreement or a Deed of Undertakingor a FX Hedging Provider Hedging Agreement and any term of this Agreement, this Agreement shall prevail.

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49



Section 4Repayment, Prepayment and Cancellation

7. Repayment

7.1 Repayment of Loans

(a) Each Borrower which has drawn a Loan shall repay that Loan on the last day of its Interest Period.

(b) Without prejudice to each Borrower's obligation under paragraph (a) above, if:

(i) one or more Loans are to be made available to a Borrower:

(A) on the same day that a maturing Loan is due to be repaid by that Borrower;

(B) in the same currency as the maturing Loan; and

(C) in whole or in part for the purpose of refinancing the maturing Loan; and

(ii) the proportion borne by each Lender's participation in the maturing Loan to the amount of thatmaturing Loan is the same as the proportion borne by that Lender's participation in the new Loans tothe aggregate amount of those new Loans,

the aggregate amount of the new Loans shall, unless the relevant Borrower or the Parent notifies the FacilityAgent to the contrary in the relevant Utilisation Request, be treated as if applied in or towards repayment ofthe maturing Loan so that:

(A) if the amount of the maturing Loan exceeds the aggregate amount of the new Loans:

(1) the relevant Borrower will only be required to make a payment under clause 34.1(Payments to the Facility Agent) in an amount in the relevant currency equal to thatexcess; and

(2) each Lender's participation in the new Loans shall be treated as having been madeavailable and applied by the relevant Borrower in or towards repayment of thatLender's participation in the maturing Loan and that Lender will not be required tomake a payment under clause 34.1 (Payments to the Facility Agent) in respect ofits participation in the new Loans; and

(B) if the amount of the maturing Loan is equal to or less than the aggregate amount of the newLoans:

(1) the relevant Borrower will not be required to make a payment under clause 34.1(Payments to the Facility Agent); and

(2) each Lender will be required to make a payment under clause 34.1 (Paymentsto the Facility Agent) in respect of its participation in the new Loans only to theextent that its participation in the new Loans exceeds that Lender's participationin the maturing Loan and the remainder of that Lender's participation in the newLoans shall be treated as having been made available and applied by the relevantBorrower in or towards repayment of that Lender's participation in the maturingLoan.

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7.2 Repayment of Overdraft Facilities

(a) Without prejudice to clause 7.2(b), each Overdraft Facility shall be repayable on demand and if not demandedshall be repayable on the Termination Date.

(b) If a Facility C Lender proposes to demand repayment of an Overdraft Facility it shall notify the Facility Agentand the Company in writing of such proposal and:

(i) the Facility Agent shall inform the Collateral Management Agent and the other Lenders within one(1) Business Day of receipt thereof; and

(ii) (subject to clause 7.2(d)) all Overdraft Facilities with that Facility C Lender shall be repayable onthe date which is five (5) Business Days from the date of the Facility Agent's notice under clause7.2(b)(í) (the Demand Repayment Date).

(c) Upon receipt by each other Lender of the Facility Agent's notice referred to in paragraph 7.2(b)(ii), each otherFacility C Lender shall be entitled to demand repayment on the Demand Repayment Date of all (but not part)of the Overdraft Facilities entered into between it and the Borrowers and shall notify the Facility Agent andthe Collateral Management Agent if it wishes to do so (and the amounts to be repaid) no later than two (2)Business Days prior to the Demand Repayment Date. The Facility Agent shall promptly notify the Companywhich Facility C Lenders have demanded repayment and the amounts to be repaid;

(d) Provided that no Event of Default has occurred and is continuing, on the Demand Repayment Date theCollateral Management Agent shall apply all monies held on the Collection Accounts towards the dischargeof the amounts demanded and due on that date in respect of Overdraft Facilities. To the extent any amountsremain outstanding and provided that no Event of Default occurs and is continuing the Borrowers shall havea further twenty (20) days to procure that all Overdraft Facilities which have been demanded are repaid infull by application of monies received from third parties into the Collection Account provided that no ExcessOverdraft Amounts (as calculated immediately prior to the Demand Repayment Date) shall be repaid until allamounts due and outstanding to any Finance Party on or prior to the expiry of the twenty (20) days have beenpaid in full. Failure to pay all amounts due upon the expiry of the twenty (20) day period shall constitute anEvent of Default.

(e) No Lender shall be obliged to make any Utilisation on or prior to the date on which all Overdraft Facilitieswhich have been the subject of a demand have been repaid in full by the Borrowers.

(f) Each Facility C Lender which demands repayment of its Overdraft Facilities shall:

(i) on the Demand Repayment Date be deemed to have issued a Facility C Declining Notice pursuantto clause 2.2(e)(ii) and the provisions of clause 2.2(e) (Facility C Declining Lenders) shall apply inrespect thereof; and

(ii) as soon as reasonably practicable instruct the close-out of all hedging arrangements in respect ofwhich it is TPA Counterparty or an FX Hedging Provider.

8. Voluntary prepayment and cancellation

8.1 Voluntary cancellation

A Borrower (or the Company on its behalf) may, if it gives the Facility Agent not less than five (5) Business Days' (orsuch shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimumamount of $5,000,000 or EUR5,000,000) of an

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Available Facility. Any cancellation under this clause 8.1 shall reduce the Proposed Participations of the Lendersrateably under that Facility.

8.2 Voluntary prepayment of Loans

A Borrower may, if it (or the Company on its behalf) gives the Facility Agent not less than five (5) Business Days' (orsuch shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Loan (but, if inpart, being an amount that reduces the amount of that Loan by a minimum amount of $5,000,000 or EUR5,000,000 (asapplicable)).

8.3 Right of cancellation and repayment in relation to a single Lender

(a) If:

(i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) ofclause 15.2 (Tax gross-up);

(ii) any Lender claims indemnification from the Company or an Obligor under clause 15.3 (Taxindemnity) or clause 16.1 (Increased costs); or

(iii) at any time on or after the date which is six (6) months before the earliest FATCA Application Datefor any payment by a Party to a Lender (or to the Facility Agent for the account of that Lender), thatLender is not, or has ceased to be, a FATCA Exempt Party and, as a consequence, a Party will berequired to make a FATCA Deduction from a payment to that Lender (or to the Facility Agent for theaccount of that Lender) on or after that FATCA Application Date,

the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnificationor FATCA Deduction continues, give the Facility Agent notice of cancellation of the Proposed Participationof that Lender and its intention to procure the repayment of that Lender's participation or liability in theUtilisations.

(b) On receipt of a notice referred to in paragraph (a) above in relation to a Lender, the Proposed Participation ofthat Lender shall immediately be reduced to zero.

(c) On the last day of each Interest Period which ends after the Company has given notice under paragraph (a)above in relation to a Lender (or, if earlier, the date specified by the Company in that notice), each Borrower,to which a loan is outstanding shall repay that Lender's participation in that Loan together with all interest andother amounts accrued under the Finance Documents.

9. Mandatory prepayment and cancellation

9.1 Illegality

If it is or becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplatedby this Agreement or to fund, issue or maintain its participation in any Utilisation including to leave outstanding anyAncillary Facilities, that Lender shall promptly notify the Facility Agent upon becoming aware of that event and, uponthe Facility Agent notifying the Company (and if requested by the relevant Lender):

(a) the Available Proposed Participation of that Lender will be immediately cancelled;

(b) any Overdraft Facility with that Lender will be immediately cancelled;

(c) any obligation of that Lender to issue any Credit Instrument will be immediately cancelled;

(d) that Lender shall not be considered in the allocation of any Ancillary Facilities;

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(e) the Company shall, or shall notify the relevant Borrower and upon such notice that Borrower shall, use its bestendeavours to procure the release of each Credit Instrument issued by that Lender and outstanding at that timeand until such release has been effected the Company shall (or shall procure that the relevant Borrower shall)immediately provide full cash cover in respect of such Credit Instruments; and/or

(f) each Borrower shall repay that Lender's participation in the Utilisations made to that Borrower:

(i) immediately in the case of an Overdraft Facility; and

(ii) on the last day of the Interest Period for each Loan occurring after the Facility Agent has notified theCompany or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent(being no earlier than the last day of any applicable grace period permitted by law),

and that Lender's corresponding Proposed Participation shall be cancelled in the amount of the participationsrepaid.

9.2 Change of Control

Upon the occurrence of:

(a) a Change of Control; or

(b) the sale of all or substantially all of the assets of the Group whether in a single transaction or a series of relatedtransactions, (i)

(i) the Company shall promptly notify the Facility Agent upon becoming aware of that event;

(ii) a Lender shall not be obliged to fund a Utilisation;

(iii) a Lender shall not be obliged to enter into or issue an Ancillary Facility; and

(iv) if a Lender so requires and notifies the Facility Agent within twenty (20) days of the Companynotifying the Facility Agent of the event the Facility Agent shall, by not less than twenty (20) days'notice to the Company, cancel the Proposed Participation of that Lender and declare the participationor liability of that Lender in all outstanding Utilisations, together with accrued interest, and allother amounts accrued under the Finance Documents immediately due and payable, whereupon theProposed Participation of that Lender will be cancelled and all such outstanding amounts will becomeimmediately due and payable, and the Company shall procure that the relevant Borrower shall useits best endeavours to procure the release of each Credit Instrument issued by that Lender andoutstanding at that time and until such release has been effected the Company shall procure that therelevant Borrower shall immediately provide full cash cover in respect of such Credit Instruments.

10. Restrictions

10.1 Notices of Cancellation or Prepayment

Any notice of cancellation, prepayment, authorisation or other election given by any Party under clause 8 (Voluntaryprepayment and cancellation) or clause 9 (Mandatory prepayment and cancellation) shall (subject to the terms of thoseclauses) be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates uponwhich the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

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10.2 Interest and other amounts

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subjectto any Break Costs, without premium or penalty.

10.3 Prepayment in accordance with Agreement

(a) Unless a contrary indication appears in this Agreement, any part of Facility A or Facility B which is prepaidor repaid may be reborrowed in accordance with the terms of this Agreement.

(b) The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the ProposedParticipations except at the times and in the manner expressly provided for in this Agreement.

10.4 No reinstatement of Proposed Participations

No amount of the Total Proposed Participations cancelled under this Agreement may be subsequently reinstated.

10.5 Facility Agent's receipt of Notices

If the Facility Agent receives a notice under clause 8 (Voluntary prepayment and cancellation) or clause 9 (Mandatoryprepayment and cancellation), it shall promptly forward a copy of that notice or election to the Company or the affectedLender(s), as appropriate.

10.6 Effect of repayment and prepayment on Proposed Participations

If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing, an amountof that Lender's Proposed Participation (equal to the Base Currency Amount of the participation which is repaid orprepaid) will be deemed to be cancelled on the date of repayment or prepayment.

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Section 5Costs of Utilisation

11. Interest

11.1 Calculation of interest - Facility A and Facility B

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of theapplicable:

(a) Margin;

(b) LIBOR or, in relation to any Loan in euro, EURIBOR; and

(c) Mandatory Cost, if any.

11.2 Calculation of interest - Overdraft Facilities

The rate of interest on each Overdraft Facility is the percentage rate per annum which is the aggregate of:

(a) the Facility C Margin;

(b) the rate calculated by the relevant Lender as representing its cost of funds; and

(c) Mandatory Cost, if any.

11.3 Payment of interest

(a) Loans

On the last day of each Interest Period (and, if the Interest Period is longer than six (6) Months, on the datesfalling at six (6) Monthly intervals after the first day of the Interest Period) the Borrower to which a Loan hasbeen made shall pay accrued interest on the Loan to which that Interest Period relates.

(b) Overdraft Facilities

Interest in respect of Overdraft Facilities shall accrue on a daily basis and shall be calculated and payablewithin five Business Day after the end of each calendar month (notwithstanding that the Overdraft Facilitymay have been cancelled and/or repaid during that month) in accordance with its terms and/or with the termsof this Agreement. On the calculation date each Facility C Lender shall notify the Company of any interestpayable by the Borrowers as at that date and shall debit each relevant Borrower's account with that Facility CLender with the amount of interest payable by the relevant Borrower to that Facility C Lender on that date. Afailure by a Facility C Lender to notify the Company of any interest payable hereunder shall not prejudice thatLender's rights to receive such interest.

11.4 Default interest

(a) If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shallaccrue on the overdue amount from the due date up to the date of actual payment (both before and afterjudgment) at a rate which, subject to paragraph (ii) below, is two (2) per cent. per annum higher than:

(i) in respect of a Loan, the rate which would have been payable if the overdue amount had, during theperiod of non-payment, constituted a Loan under the

55



relevant Facility in the currency of the overdue amount for successive Interest Periods, each of aduration selected by the Facility Agent (acting reasonably); and

(ii) in respect of an Overdraft Facility, the rate which would have been payable if the overdue amounthad, during the period of non-payment, constituted an Overdraft Facility of the type to which theoverdue amount relates in the currency of the overdue.

Any interest accruing under this clause 11.4 shall be immediately payable by the Obligor on demand by theFacility Agent.

(b) If any overdue amount consists of all or part of a Utilisation which became due on a day which was not thelast day of an Interest Period relating to that Utilisation:

(i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portionof the current Interest Period relating to that Utilisation; and

(ii) the rate of interest applying to the overdue amount during that first Interest Period shall be two (2)per cent. per annum higher than the rate which would have applied if the overdue amount had notbecome due.

(c) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at theend of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

11.5 Notification of rates of interest

(a) The Facility Agent shall promptly notify the relevant Lenders and the relevant Borrower (or the Company) ofthe determination of a rate of interest under this Agreement in respect of Facility A or Facility B.

(b) The relevant Facility C Lender shall notify the relevant Borrower of a determination of a rate of interest inrespect of an Overdraft Facility.

12. Interest Periods

12.1 Selection of Interest Periods

(a) A Borrower (or the Company on behalf of a Borrower) may select an Interest Period for a Loan in theUtilisation Request for that Loan.

(b) Subject to this clause 12, a Borrower (or the Company on behalf of a Borrower) may select an Interest Periodof 1, 3 or 6 Months or any other period agreed between:

(i) the Borrower (or the Company on its behalf) and the Facility Agent (acting on the instructions of theMajority Lenders) in respect of proposed Interest Periods not exceeding six (6) Months and not lessthan one (1) Month; and

(ii) the Borrower (or the Company on its behalf) and the Facility Agent (acting on the instructions of allthe Lenders) in respect of proposed Interest Periods in excess of six (6) Months and less than one (1)Month.

(c) An Interest Period for a Loan shall not extend beyond the Termination Date applicable to its Facility.

(d) A Loan has one Interest Period only.

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12.2 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end onthe next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

13. Changes to the Calculation of Interest

13.1 Absence of quotations

Subject to clause 13.2 (Market disruption) if LIBOR or, if applicable, EURIBOR is to be determined by reference tothe Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, theapplicable LIBOR or EURIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

13.2 Market disruption

(a) If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest oneach Lender's share of that Loan for the Interest Period shall be the percentage rate per annum which is thesum of:

(i) the Margin;

(ii) the rate notified to the Facility Agent by that Lender as soon as practicable and in any event beforeinterest is due to be paid in respect of that Interest Period, to be that which expresses as a percentagerate per annum the cost to that Lender of funding its participation in that Loan from whatever sourceit may reasonably select; and

(iii) the Mandatory Cost, if any, applicable to that Lender's participation in the Loan.

(b) If:

(i) the percentage rate per annum notified by a Lender pursuant to paragraph (a)(ii) above is less thanLIBOR or, if applicable, EURIBOR; or

(ii) a Lender has not notified the Facility Agent of a percentage rate per annum pursuant to paragraph(a)(ii) above,

the cost to that Lender of funding its participation in that Loan for that Interest Period shall be deemed, for thepurposes of paragraph (a) above, to be LIBOR or EURIBOR (as applicable).

(c) If a Market Disruption Event occurs, the Facility Agent shall, as soon as is practicable, notify the Company.

(d) In this Agreement:

Market Disruption Event means:

(i) at or about noon on the Quotation Day for the relevant Interest Period LIBOR or, if applicable,EURIBOR is to be determined by reference to the Reference Banks and none or only one ofthe Reference Banks supplies a rate to the Facility Agent to determine LIBOR or, if applicable,EURIBOR for the relevant currency and Interest Period; or

(ii) before close of business in London on the Quotation Day for the relevant Interest Period, the FacilityAgent receives notifications from a Lender or Lenders (whose participations in a Loan exceed twenty(20) per cent. of that Loan) that the cost to it

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of funding its participation in that Loan from whatever source it may reasonably select would be inexcess of LIBOR or, if applicable, EURIBOR.

13.3 Alternative basis of interest or funding

(a) If a Market Disruption Event occurs and the Facility Agent (acting on the instructions of all the Lenders) orthe Company so requires, the Facility Agent and the Company shall enter into negotiations (for a period of notmore than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.

(b) Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lendersand the Company, be binding on all Parties.

13.4 Break Costs

(a) Each Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party itsBreak Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day otherthan the last day of an Interest Period for that Loan or Unpaid Sum.

(b) Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificateconfirming the amount of its Break Costs for any Interest Period in which they accrue.

14. Fees

14.1 Commitment fee - Facility A and Facility B

(a) The Company shall pay to the Facility Agent (for the account of each Lender) a fee in dollars computed at therate of 40 per cent. per annum of:

(i) the Facility A Margin on that Lender's Available Proposed Participation in relation to Facility A; and

(ii) the Facility B Margin on that Lender's Available Proposed Participation in relation to Facility B,

in each case, for the Availability Period.

(b) The accrued commitment fee is payable on the last day of each successive period of three (3) Months whichends during the Availability Period in relation to the relevant Facility, on the last day of the Availability Periodin relation to the relevant Facility and on the cancelled amount of the relevant Lender's Proposed Participationat the time the cancellation is effective.

14.2 Upfront fees

The Company shall pay to the Lenders upfront fees in the amounts and at the times agreed in a Fee Letter.

14.3 Agency fee

The Company shall pay to the Facility Agent (for its own account) and the Collateral Management Agent (for its ownaccount) agency fees in the amounts and at the times agreed in a Fee Letter.

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14.4 Security Agent fee

The Company shall pay to the Security Agent (for its own account) a security agent fee in the amount and at the timesagreed in a Fee Letter.

14.5 Facility C fees

(a) The Company shall pay the relevant Facility C Lenders fees in Dollars calculated at the following rates:

(i) in respect of each documentary letter of credit issued by a Lender, 0.175% flat per quarter or partthereof of the value of the letter of credit or the amount of the drawings honoured thereunder,whichever is higher, payable (subject to paragraph (b) below) upon maturity;

(ii) in respect of each standby letter of credit issued by a Lender, 0.22% flat per quarter or part thereofof the value of the standby letter of credit or the amount paid in cancellation of the standby letter ofcredit, whichever is higher, payable (subject to paragraph (b) below) upon maturity;

(iii) in respect of each guarantee issued by a Lender, 2% per annum of the maximum amount of theguarantee payable (subject to paragraph (b) below) upon issuance of the guarantee; and

(iv) in respect of each open account payment made by a Borrower to any person which is funded by wayof a utilisation under an Overdraft Facility, 0.1% of the amount of the payment, payable (subject toparagraph (b) below) on the date of such payment.

(b) Each Facility C Lender shall debit the Company's account with that Facility C Lender with such fees on thedue date for payment.

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Section 6Additional Payment Obligations

15. Tax Gross Up and Indemnities

15.1 Definitions

(a) In this Agreement:

FATCA Payment means either:

(a) the increase in a payment made by an Obligor to a Finance Party under clause 15.8 (FATCADeduction and gross-up by Obligor) or clause 15.9 (FATCA Deduction by Finance Party); or

(b) a payment under clause 15.9 (FATCA Deduction by Finance Party).

Protected Party means a Finance Party which is or will be subject to any liability or required to make anypayment for or on account of Tax in relation to a sum received or receivable (or any sum deemed for thepurposes of Tax to be received or receivable) under a Finance Document.

Tax Credit means a credit against, relief or remission for, or repayment of, any Tax.

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a FinanceDocument, other than a FATCA Deduction.

Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under clause 15.2(Tax gross-up) or a payment under clause 15.3 (Tax indemnity).

(b) Unless a contrary indication appears, in this clause 15 a reference to determines or determined means adetermination made in the absolute discretion of the person making the determination.

15.2 Tax gross-up

(a) Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction isrequired by law.

(b) The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that thereis any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. Similarly, aLender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender.If the Facility Agent receives such notification from a Lender it shall notify the Company and that Obligor.

(c) If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from thatObligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal tothe payment which would have been due if no Tax Deduction had been required.

(d) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and anypayment required in connection with that Tax Deduction within the time allowed and in the minimum amountrequired by law.

(e) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that TaxDeduction, the Obligor making that Tax Deduction shall deliver to the Facility Agent for the Finance Partyentitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has beenmade or (as applicable) any appropriate payment paid to the relevant taxing authority.

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15.3 Tax indemnity

(a) The Company shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party anamount equal to the loss, liability or cost which that Protected Party determines will be or has been (directlyor indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b) Paragraph (a) above shall not apply:

(i) with respect to any Tax assessed on a Finance Party:

(A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different,the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for taxpurposes; or

(B) under the law of the jurisdiction in which that Finance Party's Facility Office is located inrespect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but notany sum deemed to be received or receivable) by that Finance Party; or

(ii) to the extent a loss, liability or cost:

(A) is compensated for by an increased payment under clause 15.2 (Tax gross-up), clause 15.8(FATCA Deduction and gross-up by Obligor) or clause 15.9 (FATCA Deduction by FinanceParty); or

(B) is compensated for by a payment under clause 15.9 (FATCA Deduction by Finance Party).

(c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify theFacility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agentshall notify the Company.

(d) A Protected Party shall, on receiving a payment from an Obligor under this clause 15.3, notify the FacilityAgent.

15.4 Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a) a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Paymentor to a Tax Deduction in consequence of which that Tax Payment was required; and

(b) that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after thatpayment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made bythe Obligor.

15.5 Stamp taxes

The Company shall pay and, within three (3) Business Days of demand, indemnify each Secured Party and Arrangeragainst any cost, loss or liability that Secured Party or Arranger incurs in relation to all stamp duty, registration andother similar Taxes payable in respect of any Finance Document.

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15.6 VAT

(a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (inwhole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusiveof any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is orbecomes chargeable on any supply made by any Finance Party to any Party under a Finance Document andsuch Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay tosuch Finance Party (in addition to and at the same time as paying any other consideration for such supply) anamount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VATinvoice to that Party).

(b) If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other FinanceParty (the Recipient) under a Finance Document, and any Party other than the Recipient (the RelevantParty) is required by the terms of any Finance Document to pay an amount equal to the consideration for thatsupply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of thatconsideration):

(i) (where the Supplier is the person required to account to the relevant tax authority for the VAT)the Relevant Party must also pay to the Supplier (at the same time as paying that amount) anadditional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i)applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipientreceives from the relevant tax authority which the Recipient reasonably determines relates to the VATchargeable on that supply; and

(ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) theRelevant Party must promptly, following demand from the Recipient, pay to the Recipient an amountequal to the VAT chargeable on that supply but only to the extent that the Recipient reasonablydetermines that it is not entitled to credit or repayment from the relevant tax authority in respect ofthat VAT.

(c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost orexpense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amountof such cost or expense, including such part thereof as represents VAT, save to the extent that such FinanceParty reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevanttax authority.

(d) Any reference in this clause 15.6 to any Party shall, at any time when such Party is treated as a member ofa group for VAT purposes, include (where appropriate and unless the context otherwise requires) a referenceto the representative member of such group at such time (the term representative member to have the samemeaning as in the Value Added Tax Act 1994).

(e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonablyrequested by such Finance Party, that Party must promptly provide such Finance Party with details of thatParty's VAT registration and such other information as is reasonably requested in connection with such FinanceParty's VAT reporting requirements in relation to such supply.

15.7 FATCA Information

(a) Subject to clause 15.7(c) below, each Party shall, within ten (10) Business Days of a reasonable request byanother Party:

(i) confirm to that other Party whether it is:

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(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party,

(ii) supply to that other Party such forms, documentation and other information relating to its status underFATCA as that other Party reasonably requests for the purposes of that other Party's compliance withFATCA; and

(iii) supply to that other Party such forms, documentation and other information relating to its status asthat other Paty reasonably requests for the purposes of that other Party's compliance with any otherlaw, regulation, or exchange of information regime.

(b) If a Party confirms to another Party pursuant to clause (A) above that it is a FATCA Exempt Party and itsubsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notifythat other Party reasonably promptly.

(c) Clause 15.7(a) above shall not oblige any Finance Party to do anything which would or might in its reasonableopinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

(d) If a Party fails to confirm its status or to supply forms, documentation or other information requested inaccordance with clause 15.7(a) above (including, for the avoidance of doubt, where clause 15.7(c) aboveapplies), then such Party shall be treated for the purposes of the Finance Documents (and payments underthem) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requestedconfirmation, forms, documentation or other information.

(e) If a Borrower is a US Tax Obligor, or where the Facility Agent reasonably believes that its obligations underFATCA require it, each Lender shall, within ten (10) Business Days of:

(i) where a Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of thisAgreement;

(ii) where a Borrower is a US Tax Obligor and the relevant Lender is a New Lender, the relevant TransferDate;

(iii) the date a new US Tax Obligor accedes as a Borrower; or

(iv) where the Borrower is not a US Tax Obligor, the date of a request from the Facility Agent,

supply to the Facility Agent:

(v) a withholding certificate on Form W-8 or Form W-9 (or any successor form) (as applicable); or

(vi) any withholding statement and other documentation, authorisations and waivers as the Facility Agentmay require to certify or establish the status of such Lender under FATCA.

The Facility Agent shall provide any withholding certificate, withholding statement, documentation,authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower and shallbe entitled to rely on any such withholding certificate, withholding statement, documentation, authorisationsand waivers provided

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without further verification. The Facility Agent shall not be liable for any action taken by it under or inconnection with this paragraph (e).

(f) Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisationsand waivers provided to the Facility Agent pursuant to paragraph (e) above is or becomes materially inaccurateor incomplete, it shall promptly update such withholding certificate, withholding statement, documentation,authorisations and waivers or promptly notify the Facility Agent in writing of its legal inability to do so. TheFacility Agent shall provide any such updated withholding certificate, withholding statement, documentation,authorisations and waivers to the Borrower. The Facility Agent shall not be liable for any action taken by itunder or in connection with this paragraph (f).

15.8 FATCA Deduction and gross-up by Obligor

(a) If an Obligor is required to make a FATCA Deduction, that Obligor shall make that FATCA Deduction andany payment required in connection with that FATCA Deduction within the time allowed and in the minimumamount required by FATCA.

(b) If a FATCA Deduction is required to be made by an Obligor, the amount of the payment due from that Obligorshall be increased to an amount which (after making any FATCA Deduction) leaves an amount equal to thepayment which would have been due if no FATCA Deduction had been required.

(c) The Company shall promptly upon becoming aware that an Obligor must make a FATCA Deduction (or thatthere is any change in the rate or the basis of a FATCA Deduction) notify the Facility Agent accordingly.Similarly, a Finance Party shall notify the Facility Agent on becoming so aware in respect of a paymentpayable to that Finance Party. If the Facility Agent receives such notification from a Finance Party it shallnotify the Company and that Obligor and the Facility Agent shall notify the other Parties.

(d) Within thirty (30) days of making either a FATCA Deduction or any payment required in connection withthat FATCA Deduction, the Obligor making that FATCA Deduction or payment shall deliver to the FacilityAgent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Partythat the FATCA Deduction has been made or (as applicable) any appropriate payment paid to the relevantgovernmental or taxation authority.

15.9 FATCA Deduction by a Finance Party

(a) Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any paymentrequired in connection with that FATCA Deduction, and no Finance Party shall be required to increase anypayment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient ofthe payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCADeduction in respect of a payment to another Party (or that there is any change in the rate or the basis of suchFATCA Deduction) shall notify that Party and the Facility Agent and the Facility Agent shall notify the otherParties.

(b) If the Facility Agent is required to make a FATCA Deduction in respect of a payment to a Finance Party underclause 34.2 (Distributions by the Facility Agent) which relates to a payment by an Obligor, the amount of thepayment due from that Obligor shall be increased to an amount which (after the Facility Agent has made suchFATCA Deduction), leaves the Facility Agent with an amount equal to the payment which would have beenmade by the Facility Agent if no FATCA Deduction had been required.

(c) The Facility Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of apayment to a Finance Party under clause 34.2 (Distributions by the Facility Agent) which relates to a paymentby an Obligor (or that there is any change

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in the rate or the basis of such a FATCA Deduction) notify the Company, the relevant Obligor and the relevantFinance Party.

(d) The Company shall (within three (3) Business Days of demand by the Facility Agent) pay to a Finance Party(as the case may be) an amount equal to the loss, liability or cost which that Finance Party determines will beor has been (directly or indirectly) suffered by that Finance Party as a result of another Finance Party makinga FATCA Deduction in respect of a payment due to it under a Finance Document. This paragraph shall notapply to the extent a loss, liability or cost is compensated for by an increased payment under clause 15.9(b)above.

(e) A Finance Party making, or intending to make, a claim under clause 15.9(d) above shall promptly notify theFacility Agent of the FATCA Deduction which will give, or has given, rise to the claim, following which theFacility Agent shall notify the Company.

15.10 Tax Credit and FATCA

(a) If an Obligor makes a FATCA Payment and the relevant Finance Party determines that:

(i) a Tax Credit is attributable to an increased payment of which that FATCA Payment forms part, tothat FATCA Payment or to a FATCA Deduction in consequence of which that FATCA Payment wasrequired; and

(ii) that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after thatpayment) in the same after-Tax position as it would have been in had the FATCA Payment not been required to be madeby the Obligor.

16. Increased Costs

16.1 Increased costs

(a) Subject to clause 16.3 (Exceptions), the Company shall, within three (3) Business Days of a demand by theFacility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by thatFinance Party or any of its Affiliates, including any Increased Cost which:

(i) arises as a result of (i) the introduction of or any change in (or in the interpretation, administrationor application of) any law or regulation or (ii) compliance with any law or regulation made after thedate of this Agreement; and/or

(ii) is a Basel II Increased Cost and/or a Basel Ill Increased Cost.

(b) In this Agreement Increased Costs means:

(i) a reduction in the rate of return from the Facility or on a Finance Party's (or its Affiliate's) overallcapital;

(ii) an additional or increased cost; or

(iii) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of their respective Affiliates to the extent that it isattributable to that Finance Party having entered into its Proposed Participation or funding or performing itsobligations under any Finance Document.

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16.2 Increased cost claims

(a) A Finance Party intending to make a claim pursuant to clause 16.1 (Increased costs) shall notify the FacilityAgent of the event giving rise to the claim, following which the Facility Agent shall promptly notify theCompany.

(b) Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificateconfirming the amount of its Increased Costs.

16.3 Exceptions

(a) Clause 16.1 (Increased costs) does not apply to the extent any Increased Cost is:

(i) attributable to a Tax Deduction required by law to be made by an Obligor;

(ii) compensated for by clause 15.9 (FATCA Deduction by a Finance Party);

(iii) compensated for by clause 15.3 (Tax indemnity) (or would have been compensated for under clause15.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph(b) of clause 15.3 (Tax indemnity) applied);

(iv) compensated for by the payment of the Mandatory Cost; or

(v) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

(b) In this clause 16.3 reference to a Tax Deduction has the same meaning given to the term in clause 15.1(Definitions).

17. Other Indemnities

17.1 Currency indemnity

(a) If any sum due from an Obligor under the Finance Documents (a Sum), or any order, judgment or award givenor made in relation to a Sum, has to be converted from the currency (the First Currency) in which that Sumis payable into another currency (the Second Currency) for the purpose of:

(i) making or filing a claim or proof against that Obligor; or

(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitrationproceedings,

that Obligor shall as an independent obligation, within three (3) Business Days of demand, indemnify theArranger and each other Secured Party to whom that Sum is due against any cost, loss or liability arising outof or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convertthat Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available tothat person at the time of its receipt of that Sum.

(b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documentsin a currency or currency unit other than that in which it is expressed to be payable.

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17.2 Other indemnities

(a) The Company shall (or shall procure that an Obligor will), within three (3) Business Days of demand,indemnify the Arranger and each other Secured Party against any cost, loss or liability incurred by it as a resultof:

(i) the occurrence of any Event of Default;

(ii) a failure by an Obligor to pay any amount due under a Finance Document on its due date, includingwithout limitation, any cost, loss or liability arising as a result of clause 33 (Sharing among theFinance Parties);

(iii) funding, or making arrangements to fund, its participation in a Utilisation requested by a Borrower orthe Company in a Utilisation Request but not made by reason of the operation of any one or more ofthe provisions of this Agreement (other than by reason of default or negligence by that Finance Partyalone); or

(iv) a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepaymentgiven by a Borrower or the Company.

(b) The Company shall promptly indemnify each Finance Party, each Affiliate of a Finance Party and each officeror employee of a Finance Party or its Affiliate, against any cost, loss or liability incurred by that Finance Partyor its Affiliate (or officer or employee of that Finance Party or Affiliate) in connection with or arising out of theuse of proceeds under the Facility or Transaction Security being taken over the Charged Property (includingbut not limited to those incurred in connection with any litigation, arbitration or administrative proceedings orregulatory enquiry concerning the use of proceeds under the Facility), unless such loss or liability is caused bythe gross negligence or wilful misconduct of that Finance Party or its Affiliate (or employee or officer of thatFinance Party or Affiliate). Any Affiliate or any officer or employee of a Finance Party or its Affiliate mayrely on this clause 17.2 subject to clause 1.4 (Third party rights) and the provisions of the Third Parties Act.

17.3 Indemnity to the Facility Agent and/or Collateral Management Agent

The Company shall promptly indemnify the Facility Agent and/or the Collateral Management Agent against:

(a) any cost, loss or liability incurred by the Facility Agent and/or the Collateral Management Agent (actingreasonably) as a result of:

(i) investigating any event which it reasonably believes is a Default;

(ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine,correct and appropriately authorised; or

(iii) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts aspermitted under this Agreement; and

(b) any cost, loss or liability (including, without limitation, for negligence or any other category of liabilitywhatsoever) incurred by the Facility Agent and/or the Collateral Management Agent (otherwise than byreason of the such party's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liabilitypursuant to clause 34.11 (Disruption to Payment Systems etc.) notwithstanding the Facility Agent's or theCollateral Management Agent's (as the case may be) negligence, gross negligence or any other category ofliability whatsoever but not including any claim based on the fraud of the Facility Agent and/or the CollateralManagement Agent (as the case may be) in acting as the Facility Agent and/or the Collateral ManagementAgent (as the case may be) under the Finance Documents.

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17.4 Indemnity to the Security Agent

(a) Each Obligor jointly and severally shall promptly indemnify the Security Agent and every Receiver andDelegate against any cost, loss or liability incurred by any of them as a result of:

(i) any failure by the Company to comply with its obligations under clause 19 (Costs and expenses);

(ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine,correct and appropriately authorised;

(iii) the taking, holding, protection or enforcement of the Transaction Security;

(iv) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the SecurityAgent and each Receiver and Delegate by the Finance Documents or by law;

(v) any default by any Obligor or the Spanish Pledgor or a South African Pledge Counterparty in theperformance of any of the obligations expressed to be assumed by it in the Finance Documents; or

(vi) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwiserelates to any of the Charged Property (otherwise, in each case, than by reason of the relevant SecurityAgent's, Receiver's or Delegate's gross negligence or wilful misconduct).

(b) Each Obligor expressly acknowledges and agrees that the continuation of its indemnity obligations under thisclause 17.4 will not be prejudiced by any release under clause 31.25 (Releases) or otherwise in accordancewith the terms of this Agreement.

(c) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties,indemnify itself out of the Charged Property in respect of, and pay and retain, all sums necessary to give effectto the indemnity in this clause 17.4 and shall have a lien on the Transaction Security and the proceeds of theenforcement of the Transaction Security for all moneys payable to it.

18. Mitigation by the Lenders

18.1 Mitigation

(a) Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate anycircumstances which arise and which would result in any facility ceasing to be available or any amountbecoming payable under or pursuant to, or cancelled pursuant to, any of clause 9.1 (Illegality), clause 15(Tax gross-up and indemnities) or clause 16 (Increased Costs) or paragraph 3 of Schedule 4 (Mandatory Costformula) including (but not limited to) transferring its rights and obligations under the Finance Documents toanother Affiliate or Facility Office.

(b) Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

18.2 Limitation of liability

(a) The Company shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred bythat Finance Party as a result of steps taken by it under clause 18.1 (Mitigation).

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(b) A Finance Party is not obliged to take any steps under clause 18.1 (Mitigation) if, in the opinion of that FinanceParty (acting reasonably), to do so might be prejudicial to it.

19. Costs and Expenses

19.1 Transaction expenses

The Company shall promptly on demand pay the Facility Agent, the Collateral Management Agent, the Arrangers, theDocumentation Bank, the Co-Ordinator and the Security Agent the amount of all costs and expenses (including legalfees) reasonably incurred by any of them (and, in the case of the Security Agent, by any Receiver or Delegate) inconnection with the negotiation, preparation, printing, execution, syndication and perfection of:

(a) this Agreement and any other documents referred to in this Agreement and the Transaction Security; and

(b) any other Finance Documents executed after the date of this Agreement,

and shall promptly on demand pay to each Facility C Lender the amount of all costs and expenses including withoutlimitation postage, courier fees, SWIFT charges and out-of-pocket expenses in connection with the issue or entry intoand operation of Ancillary Facilities.

19.2 Amendment costs

If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to clause 34.10(Change of currency), the Company shall, within three (3) Business Days of demand, reimburse each of the FacilityAgent and the Security Agent for the amount of all costs and expenses (including legal fees) reasonably incurred bythe Facility Agent and the Security Agent (and, in the case of the Security Agent, by any Receiver or Delegate) inresponding to, evaluating, negotiating or complying with that request or requirement.

19.3 Enforcement and preservation costs

The Company shall, within three (3) Business Days of demand, pay to the Arranger and each other Secured Party theamount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of or thepreservation of any rights under any Finance Document and the Transaction Security and any proceedings instituted byor against the Security Agent as a consequence of taking or holding the Transaction Security or enforcing these rights.

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Section 7Guarantee

20. Guarantee and Indemnity

20.1 Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

(a) guarantees to each Finance Party punctual performance by each other Obligor, the Spanish Pledgor and eachSouth African Pledge Counterparty of all that Obligor's, the Spanish Pledgor's, or each South African PledgeCounterparty's obligations under the Finance Documents;

(b) undertakes with each Finance Party that whenever another Obligor, the Spanish Pledgor or a South AfricanPledge Counterparty does not pay any amount when due under or in connection with any Finance Document,that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

(c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalidor illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately ondemand against any cost, loss or liability it incurs as a result of an Obligor, the Spanish Pledgor or a SouthAfrican Pledge Counterparty not paying any amount which would, but for such unenforceability, invalidity orillegality, have been payable by it under any Finance Document on the date when it would have been due.The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to payunder this clause 20 if the amount claimed had been recoverable on the basis of a guarantee.

20.2 Continuing Guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor,the Spanish Pledgor and the South African Pledge Counterparties under the Finance Documents, regardless of anyintermediate payment or discharge in whole or in part.

20.3 Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor, the Spanish Pledgor orany South African Pledge Counterparty or any security for those obligations or otherwise) is made by a Finance Partyin whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored ininsolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under thisclause 20 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

20.4 Waiver of defences

The obligations of each Guarantor under this clause 20 will not be affected by an act, omission, matter or thing which,but for this clause 20, would reduce, release or prejudice any of its obligations under this clause 20 (without limitationand whether or not known to it or any Finance Party) including:

(a) any time, waiver or consent granted to, or composition with, any Obligor, the Spanish Pledgor, any SouthAfrican Pledge Counterparty or other person;

(b) the release of any other Obligor, the Spanish Pledgor, any South African Pledge Counterparty or any otherperson under the terms of any composition or arrangement with any creditor of any member of the Group;

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(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take upor enforce, any rights against, or security over assets of, any Obligor, the Spanish Pledgor, any South AfricanPledge Counterparty or other person or any non-presentation or non-observance of any formality or otherrequirement in respect of any instrument or any failure to realise the full value of any security;

(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members orstatus of an Obligor, the Spanish Pledgor, any South African Pledge Counterparty or any other person;

(e) any amendment, novation, supplement, extension restatement (however fundamental and whether or notmore onerous) or replacement of a Finance Document or any other document or security including, withoutlimitation, any change in the purpose of, any extension of or increase in any facility or the addition of any newfacility under any Finance Document or other document or security;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document orany other document or security; or

(g) any insolvency or similar proceedings.

20.5 Guarantor Intent

Without prejudice to the generality of clause 20.4 (Waiver of defences), each Guarantor expressly confirms that itintends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extensionor addition of or to any of the Finance Documents and/or any facility or amount made available under any of theFinance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature;increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existingfacilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation orextension of the purposes for which any such facility or amount might be made available from time to time; and anyfees, costs and/or expenses associated with any of the foregoing.

20.6 Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on behalfof any of them) to proceed against or enforce any other rights or security or claim payment from any person beforeclaiming from that Guarantor under this clause 20. This waiver applies irrespective of any law or any provision of aFinance Document to the contrary.

20.7 Appropriations

Until all amounts which may be or become payable by the Obligors, the Spanish Pledgor and the South African PledgeCounterparties under or in connection with the Finance Documents have been irrevocably paid in full, each FinanceParty (or any trustee or agent on behalf of any of them) may:

(a) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party(or any trustee or agent on behalf of any of them) in respect of those amounts, or apply and enforce the samein such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall beentitled to the benefit of the same; and

(b) hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of anyGuarantor's liability under this clause 20.

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20.8 Deferral of Guarantors' rights

Until all amounts which may be or become payable by the Obligors, the Spanish Pledgor and the South African PledgeCounterparties under or in connection with the Finance Documents have been irrevocably paid in full and unless theFacility Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance byit of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, underthis clause 20:

(a) to be indemnified by an Obligor, the Spanish Pledgor or any South African Pledge Counterparty;

(b) to claim any contribution from any other guarantor of any Obligor's, the Spanish Pledgor's or any SouthAfrican Pledge Counterparty's obligations under the Finance Documents;

(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of theFinance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or inconnection with, the Finance Documents by any Finance Party;

(d) to bring legal or other proceedings for an order requiring any Obligor, the Spanish Pledgor or any SouthAfrican Pledge Counterparty to make any payment, or perform any obligation, in respect of which anyGuarantor has given a guarantee, undertaking or indemnity under clause 20.1 (Guarantee and indemnity);

(e) to exercise any right of set-off against any Obligor, the Spanish Pledgor or any South African PledgeCounterparty; and/or

(f) to claim or prove as a creditor of any Obligor, the Spanish Pledgor or any South African Pledge Counterpartyin competition with any Finance Party.

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, paymentor distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties bythe Obligors, the Spanish Pledgor or the South African Pledge Counterparties under or in connection with the FinanceDocuments to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the FacilityAgent or as the Facility Agent may direct for application in accordance with clause 34 (Payment mechanics).

20.9 Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequentlyheld by any Finance Party.

20.10 Limitation on right to demand

(a) The restrictions in this clause 20.10 (Limitation of right to demand) shall apply only to the guarantee andindemnity granted pursuant to this clause 20 (Guarantee and Indemnity) by Aegean Bunkering GermanyGmbH existing under the laws of the Federal Republic of Germany as a limited liability company(Gesellschaft mit beschránkter Hartung) (the German Guarantor) in respect of the liabilities of its direct orindirect shareholder(s) (upstream) or a Subsidiary of such shareholder (cross-stream), excluding any direct orindirect Subsidiary of such German Guarantor (the German Guarantee).

(b) The restrictions in this clause 20.10 (Limitation of right to demand) shall not apply:

(i) to the extent the German Guarantor guarantees any indebtedness under any Finance Documents inrespect of:

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(A) loans to the extent they are on-lent or otherwise (directly or indirectly) passed on to theGerman Guarantor or its Subsidiaries and such amount on-lent or otherwise passed on is stilloutstanding; or

(B) bank guarantees or letters of credit that are issued for the benefit of any of the creditors ofthe German Guarantor or the German Guarantor's direct or indirect Subsidiaries;

(ii) if, at the time of any demand under or enforcement of the German Guarantee a domination and/or profit and loss pooling agreement (Beherschungs-und/ oder Gewinnabfuhrungsvertrag) (eitherdirectly or indirectly through an unbroken chain of domination and/or profit transfer agreements)exists (besteht) between the German Guarantor as a dominated company and:

(A) in case the German Guarantor is a Subsidiary of the relevant affiliate whose obligations areguaranteed by the German Guarantee, that affiliate; or

(B) in case the German Guarantor and the relevant affiliate whose obligations are guaranteedby the German Guarantee are both Subsidiaries of a joint (direct or indirect) affiliate, suchaffiliate as dominating entity (beherrschendes Unternehmen);

(iii) to the extent any demand under or enforcement of the German Guarantee by any Finance Partyagainst the German Guarantor is covered (gedeckt) by means of a fully valuable and recoverableconsideration or recourse claim (Gegenleistungs-oder Ruckgewáhranspruch) of the GermanGuarantor against the affiliate whose obligations are guaranteed by the relevant German Guarantee;or

(iv) if the German Guarantor has not complied with its obligations pursuant to paragraphs (c) to (f) and(h) below.

(c) The parties to this Agreement agree that if enforcement of the German Guarantee would cause the amountof the German Guarantor's net assets, as calculated pursuant to paragraph (g) below, to fall below theamount required to maintain its registered share capital (Stammkapital) or increase an existing shortage of itsregistered share capital (Stammkapital) in each case in violation of section 30 of the German Act on LimitedLiability Companies (GmbHG), (such event is hereinafter referred to as a Capital Impairment), then theFinance Parties shall, subject to paragraphs (d) to (f) and (h) below, not enforce the German Guarantee againstsuch German Guarantor if and to the extent such Capital Impairment would occur.

(d) If the German Guarantor does not notify the Facility Agent in writing (a Management Notification) withinten (10) Business Days after having received a demand from a Finance Party in accordance with clause 20.1(Guarantee and indemnity):

(i) to what extent such German Guarantee is a upstream or cross-stream guarantee; and

(ii) to what extent a Capital Impairment would occur as a result of the german Guarantor paying ademand under the German Guarantee (setting out in reasonable detail to what extent the share capitalwould fall below the stated share capital or an increase of an existing shortage would occur, providingan up-to-date pro forma balance sheet and a statement if and to what extent a realization or othermeasures undertaken in accordance with the mitigation provisions set out in paragraph (h) belowwould not prevent such situation),

then the restrictions set out in paragraph (c) above shall cease to apply until such Management Notificationhas been delivered.

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(e) If the Facility Agent (acting on the instructions of all the Lenders) disagrees with the ManagementNotification, it may within twenty (20) Business Days of its receipt, request the German Guarantor to provideto the Facility Agent within forty-five (45) Business Days of receipt of such request a determination byauditors of international standard and reputation (an Auditor's Determination) appointed by the GermanGuarantor (at its own cost and expense) of the amount in which the enforcement of the German Guaranteewould cause a Capital Impairment.

(f) If the Facility Agent (acting on the instructions of all the Lenders) disagrees with the Auditor's Determination,it shall notify the German Guarantor accordingly. The Finance Parties shall only be entitled to enforce theGerman Guarantee up to the amount which is undisputed between themselves and the German Guarantor inaccordance with the provisions of paragraphs (c) to (e) above. In relation to the amount which is disputed bythe Facility Agent (acting on the instructions of all the Lenders), the Finance Parties shall be entitled to furtherpursue their claims under this Agreement (if any) in court.

(g) The net assets (Reinvermógen) of the German Guarantor (the Net Assets) shall be calculated in accordancewith the generally accepted accounting principles applicable from time to time in Germany (Grundsátzeordnungsgemál3er Buchfuhrung) and for the purposes of calculating the Net Assets, the following balancesheet items shall be adjusted as follows:

(i) the amount of any increase in the registered share capital of the German Guarantor which was carriedout after the German Guarantor became a party to the Facility Agreement without the prior writtenconsent of the Facility Agent shall be deducted from the amount of the registered share capital of theGerman Guarantor;

(ii) loans provided to the German Guarantor by any Finance Party to the extent such loan has not yetbeen discharged shall be disregarded; and

(iii) loans or other liabilities incurred by the German Guarantor in breach of the Finance Documents shallnot be taken into account as liabilities.

(h) Where the German Guarantor claims in accordance with the provisions of paragraphs (c) to (f) above thatthe German Guarantee can only be enforced in a limited amount, it shall realise, to the extent lawfuland commercially justifiable, any and all of its assets that are shown in the balance sheet with a bookvalue (Buchwert) that is significantly lower than the market value of the assets and are not necessary(betriebsnotwendig) for the German Guarantor's business.

(i) Nothing in this clause 20.10 (Limitation of right to demand) shall limit the enforceability (other than asspecifically set out herein), legality or validity of this Agreement or prevent the Finance Parties from claimingin court that the provision of the German Guarantee and/or enforcement of the German Guarantee does notfall within the scope of sections 30 and 31 of the GmbHG. The agreement of the Finance Parties to abstainfrom enforcing the German Guarantee in accordance with the provisions above shall not constitute a waiver(Verzicht) of any right granted under this Agreement or any other Finance Document to the Finance Parties.No reduction of the amount enforceable under this Agreement in accordance with the above limitationswill prejudice the rights of the Finance Parties to continue enforcing such guarantee (subject always to therestrictions set out in this clause 20.10 (Limitation of right to demand) at the time of such enforcement) untilfull and irrevocable satisfaction of all amounts owed under this Agreement.

(j) Where a German translation of a word or phrase appears in the text of this clause 20.10 (Limitation of right todemand), the German translation of such word or phrase shall prevail wherever such original English word orphrase translated by such German term appears in the text of this clause 20.10 (Limitation of right to demand).Wherever a German term has been used in this clause 20.10 (Limitation of right to demand), such

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German term shall be authoritative for the construction and interpretation. Where an English legal term orconcept has been used in this clause 20.10 (Limitation of right to demand), the related German legal term orconcept shall be authoritative for the construction and interpretation of this clause 20.10 (Limitation of rightto demand), unless specifically provided for otherwise in this clause 20.10 (Limitation of right to demand).

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Section 8Representations, Undertakings and Events of Default

21. Representations

21.1 General

Each Obligor makes the representations and warranties set out in this clause 21 to each Finance Party.

21.2 Status

(a) It is a limited liability corporation, duly incorporated and validly existing under the law of its OriginalJurisdiction.

(b) Each of its Subsidiaries is a limited liability corporation, duly incorporated and validly existing under the lawof its jurisdiction of incorporation.

(c) It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

(d) It is not a FATCA FFI or a US Tax Obligor.

21.3 Binding obligations

Subject to the Legal Reservations:

(a) the obligations expressed to be assumed by it and the Spanish Pledgor and each South African PledgeCounterparty in each Finance Document to which it (or the Spanish Pledgor or South African PledgeCounterparty) is a party are legal, valid, binding and enforceable obligations; and

(b) (without limiting the generality of paragraph (a) above), each Transaction Security Document to which it orthe Spanish Pledgor or a South African Pledge Counterparty is a party creates the security interests which thatTransaction Security Document purports to create and those security interests are valid and effective.

21.4 Non-conflict with other obligations

The entry into and performance by it and the Spanish Pledgor and each South African Pledge Counterparty of, and thetransactions contemplated by, the Finance Documents and the granting of the Transaction Security do not and will notconflict with:

(a) any law or regulation applicable to it or (as the case may be) the Spanish Pledgor or the South African PledgeCounterparty;

(b) the constitutional documents of any member of the Group; or

(c) any agreement or instrument binding upon it or any member of the Group or any of its or any member of theGroup's assets or constitute a default or termination event (however described) under any such agreement orinstrument.

21.5 Power and authority

(a) It and the Spanish Pledgor and the South African Pledge Counterparty have the power to enter into, performand deliver, and have taken all necessary action to authorise its (and the Spanish Pledgor's and South AfricanPledge Counterparty's) entry into, performance and delivery of, the Finance Documents to which it or (as thecase may be) the Spanish

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Pledgor or South African Pledge Counterparty is or will be a party and the transactions contemplated by thoseFinance Documents.

(b) No limit on its or the Spanish Pledgor's or any South African Pledge Counterparty's powers will be exceededas a result of the borrowing, grant of security or giving of guarantees or indemnities contemplated by theFinance Documents to which it or the Spanish Pledgor is a party.

21.6 Validity and admissibility in evidence

(a) All Authorisations and any other acts, conditions or things required or desirable:

(i) to enable it, the Spanish Pledgor and each South African Pledge Counterparty lawfully to enter into,exercise its rights and comply with its (and the Spanish Pledgor's and the South African PledgeCounterparties') obligations in the Finance Documents to which it (or the Spanish Pledgor or anySouth African Pledge Counterparty) is a party; and

(ii) to make the Finance Documents to which it and/or the Spanish Pledgor and/or each South AfricanPledge Counterparty is a party admissible in evidence in its Relevant Jurisdictions,

have been obtained, effected, done, fulfilled or performed and are in full force and effect except anyAuthorisation or other act, condition or thing referred to in clause 21.9 (No filing or stamp taxes), which willbe promptly obtained, effected, done, fulfilled or performed after the date of this Agreement.

(b) All Authorisations necessary for the conduct of the business, trade and ordinary activities of members of theGroup have been obtained or effected and are in full force and effect.

21.7 Governing law and enforcement

(a) The choice of governing law of the Finance Documents will be recognised and enforced in its RelevantJurisdictions.

(b) Any judgment obtained in relation to a Finance Document in the relevant jurisdiction as specified in thatFinance Document will be recognised and enforced in its Relevant Jurisdictions.

(c) Any arbitral award obtained in relation to a Finance Document in the relevant seat of that arbitral tribunalspecified in that Finance Document will be recognised and enforced in its jurisdiction of incorporation.

21.8 Insolvency

No:

(a) corporate action, legal proceeding or other procedure or step described in paragraph (a) of clause 26.7(Insolvency proceedings); or

(b) creditors' process described in clause 26.8 (Creditors' process),

has been taken or, to the knowledge of the Obligors, threatened in relation to a member of the Group; and none of thecircumstances described in clause 26.6 (Insolvency) applies to a member of the Group.

21.9 No filing or stamp taxes

Under the laws of its, the Spanish Pledgor's and each South African Pledge Counterparty's Relevant Jurisdiction it isnot necessary that the Finance Documents be filed, recorded or

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enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxesor fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documentsexcept the Spanish Pledges are subject to registration with the local Register of Moveable Property and there willbe notary fees and registrar's fees to be paid in respect of the execution and registration of those documents, whichregistrations, filings and fees will be made and paid promptly after the date of the relevant Finance Document.

21.10 Deduction of Tax

Neither it nor the Spanish Pledgor nor any South African Pledge Counterparty is required to make any deduction for oron account of Tax from any payment it may make under any Finance Document.

21.11 No default

(a) No Event of Default and, on the date of this Agreement, no Default is continuing or is reasonably likely toresult from the making of any Utilisation or the entry into, the performance of, or any transaction contemplatedby, any Finance Document.

(b) No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period,the giving of notice, the making of any determination or any combination of any of the foregoing, wouldconstitute) a default or termination event (however described) under any other agreement or instrument whichis binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries') assets are subject whichhas or is reasonably likely to have a Material Adverse Effect.

21.12 No misleading information

(a) Any factual information provided by any member of the Group for the purposes of the InformationMemorandum was true and accurate in all material respects as at the date it was provided or as at the date (ifany) at which it is stated.

(b) The financial projections contained in the Information Memorandum have been prepared on the basis of recenthistorical information and on the basis of reasonable assumptions.

(c) Nothing has occurred or been omitted from the Information Memorandum and no information has beengiven or withheld that results in the information contained in the Information Memorandum being untrue ormisleading in any material respect.

(d) All other written information provided by any member of the Group (including its advisers) to a Finance Partywas true, complete and accurate in all material respects as at the date it was provided and is not misleading inany respect.

21.13 Original Financial Statements

(a) Its Original Financial Statements were prepared in accordance with the Accounting Principles consistentlyapplied.

(b) Its Original Financial Statements fairly represent (if unaudited) or (if audited) give a true and fair view of itsfinancial condition and results of operations (consolidated in the case of the Parent) during the relevant period.

(c) There has been no material adverse change in its assets, business or financial condition (or the assets, businessor consolidated financial condition of the Group, in the case of the Parent) since the date of the OriginalFinancial Statements.

(d) Its most recent financial statements delivered pursuant to clause 22.1 (Financial statements):

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(i) have been prepared in accordance with the Accounting Principles as applied to the Original FinancialStatements; and

(ii) give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financialcondition as at the end of, and consolidated results of operations for, the period to which they relate.

(e) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and havebeen prepared in good faith on the basis of recent historical information and on the basis of assumptions whichwere reasonable as at the date they were prepared and supplied.

(f) Since the date of the Original Financial Statements or, once subsequent financial statements have beendelivered pursuant to clause 22.1 (Financial statements), the most recent financial statements delivered underthat clause, there has been no material adverse change in its assets, business or financial condition (or theassets, business or consolidated financial condition of the Group, in the case of the Parent).

21.14 No proceedings pending or threatened

No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body oragency which, if adversely determined, are reasonably likely to have a Material Adverse Effect, have (to the best ofits knowledge and belief (having made due and careful enquiry)) been started or threatened against it or any of itsSubsidiaries.

21.15 No breach of laws

(a) It has not (and none of its Subsidiaries has) breached any law or regulation which breach has or is reasonablylikely to have a Material Adverse Effect.

(b) No labour disputes are current or, to the best of its knowledge and belief (having made due and carefulenquiry), threatened against any member of the Group which have or are reasonably likely to have a MaterialAdverse Effect.

(c) Each member of the Group is in full compliance with all regulations and rules issued by any SanctionsAuthority and has instituted and maintained policies and procedures designed to promote and achievecompliance with such rules and regulations. In addition, each Group member has set up internal systemswhich enable it to control the origin of all products it purchases to ensure such products are not originatingfrom a person referred to, noted on or otherwise concerned by the Sanctions List.

(d) Each Group member has in particular instituted and maintained policies and procedures designed to promoteand achieve evaluation of all new suppliers and subcontractors in the Sensitive Zones. No new transactions,within the Sensitive Zone, whether financed on any Group member own funds or via a financial institution, is,has been or will be initiated with suppliers which are not Approved Suppliers.

(e) The entry into and performance by each Group member of any supply or sale contracts with any of theircounterparties, is not and will not be prohibited or restricted by, and will not expose the Finance Parties,their affiliates, or their agents and/or employees to Sanctions, prohibitions or restrictions under any applicablenational or international laws, including rules and regulations of the Sanctions Authorities (including for theavoidance of doubt trade or economic sanctions, prohibitions or restrictions upon Iran and/or Syria).

21.16 Environmental laws

(a) Each member of the Group is in compliance with clause 24.3 (Environmental compliance) and to the best ofits knowledge and belief (having made due and careful enquiry) no circumstances have occurred which wouldprevent such compliance in a manner or to an extent which has or is reasonably likely to have a MaterialAdverse Effect.

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(b) No Environmental Claim has been commenced or (to the best of its knowledge and belief (having made dueand careful enquiry)) is threatened against any member of the Group where that claim has or is reasonablylikely, if determined against that member of the Group, to have a Material Adverse Effect.

21.17 Taxation

(a) It is not (and none of its Subsidiaries is) materially overdue in the filing of any Tax returns and it is not (andnone of its Subsidiaries is) overdue in the payment of any amount in respect of Tax.

(b) No claims or investigations are being, or are reasonably likely to be, made or conducted against it (or any ofits Subsidiaries) with respect to Taxes.

(c) It is resident for Tax purposes only in its Original Jurisdiction.

21.18 Anti-corruption law

Each member of the Group has conducted its businesses in compliance with applicable anti-corruption laws and hasinstituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

21.19 Security and Financial Indebtedness

(a) No Security or Quasi-Security exists over all or any of the present or future assets of any member of the Groupother than as permitted by this Agreement.

(b) No member of the Group has any Financial Indebtedness outstanding other than as permitted by thisAgreement.

21.20 Ranking

The Transaction Security has or when executed will have first ranking priority and it is not subject to any prior rankingor pari passu ranking Security other than (in respect of assets secured in Multi-Party TPA Agreements) Security grantedby the Company in favour of TPA Counterparties (the proceeds of enforcement of which will be held by the TPACounterparty for the benefit of the Finance Parties), Hedging Providers and/or Clearing Providers contained in Multi-Party TPA Agreements (as contemplated in clause 6.23 (Multi-Party TPA Agreements)), which shall have first priorityin respect of those assets.

21.21 Good title to assets

It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriateAuthorisations to use, the assets necessary to carry on its business as presently conducted.

21.22 Legal and beneficial ownership

(a) It and each of its Subsidiaries is the sole legal and beneficial owner of the respective assets over which itpurports to grant Security free from any claims, third party rights or competing interests other than Securitypermitted under clause 24.13 (Negative pledge).

(b) The Borrowers and the Spanish Pledgor hold and will hold full legal and beneficial title to all assets includedin the Borrowing Base from time to time, free from any retention of title arrangements.

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21.23 Group Structure Chart

The Group Structure Chart delivered to the Facility Agent pursuant to paragraph 6(b) of Part I of Schedule 2(Conditions precedent) is true, complete and accurate in all material respects and shows the following information:

(a) each member of the Group, including current name and company registration number, its Original Jurisdiction(in the case of an Obligor), its jurisdiction of incorporation (in the case of a member of the Group which is notan Obligor) and/or its jurisdiction of establishment, a list of shareholders and indicating whether a company isnot a company with limited liability; and

(b) all minority interests in any member of the Group and any person in which any member of the Group holdsshares in its issued share capital or equivalent ownership interest of such person.

21.24 Accounting Reference Date

The Accounting Reference Date of each member of the Group is 31 December.

21.25 Insurance

Each member of the Group maintains:

(a) insurances on and in relation to its fixed assets and its inventory with reputable underwriters or insurancecompanies or associations against those risks and to the extent as is consistent with sound commercial practicenormally maintained by companies carrying on the same or substantially similar business;

(b) without limitation to clause (a) above, marine cargo insurance (or any equivalent policy of insurance(howsoever described) relating to goods in transit and/or storage) on and in relation to any other of its assetswhich are or may be taken into account when calculating any Borrowing Base when such assets are in transitor storage against those risks and to the extent as is consistent with normal business practice (including, butnot limited to, theft, fire and damage).

21.26 Centre of main interests and establishments

(a) For the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings(the Regulation), its and the Spanish Pledgor's centre of main interest (as that term is used in Article 3(1) ofthe Regulation) is situated in its Original Jurisdiction and it has no "establishment" (as that term is used inArticle 2(h) of the Regulation) in any other jurisdiction.

(b) The Company and APII are non-resident domestic entities and do not have any assets in their respectiveOriginal Jurisdictions.

21.27 No adverse consequences

(a) It is not necessary under the laws of its Relevant Jurisdictions:

(i) in order to enable any Finance Party to enforce its rights under any Finance Document; or

(ii) by reason of the execution of any Finance Document or the performance by it of its obligations underany Finance Document,

that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of itsRelevant Jurisdictions.

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(b) No Finance Party is or will be deemed to be resident, domiciled or carrying on business in its RelevantJurisdictions by reason only of the execution, performance and/or enforcement of any Finance Document.

21.28 Pari Passu Ranking

Any unsecured and unsubordinated claims of the Finance Parties against it, the Spanish Pledgor or any South AfricanPledge Counterparty under the Finance Documents shall rank at least pars passu with the claims of all of its otherunsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws ofgeneral application to companies.

21.29 Sanctions

No Obligor nor any other member of the Group, nor any of their respective directors, officers or employees nor, to theknowledge of any Obligor, any persons acting on any of their behalf:

(a) is a Prohibited Person;

(b) is owned or controlled by, or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person;

(c) owns or controls a Prohibited Person;

(d) is in breach of Sanctions; or

(e) has received notice of or is aware of any claim, action, suit, proceeding or investigation against it with respectto Sanctions by any Sanctions Authority.

21.30 Times when representations made

(a) All the representations and warranties in this clause 21 are made by each Obligor on the date of thisAgreement.

(b) The representations and warranties in clause 21.12 (No misleading information) are deemed to be madein addition by each Obligor with respect to the Information Memorandum, on the date the InformationMemorandum is approved by the Company.

(c) The Repeating Representations are deemed to be made by each Obligor on the date of each UtilisationRequest, on each Utilisation Date, on the first day of each Interest Period and, in the case of an AdditionalObligor, on the day on which the company becomes (or it is proposed that the company becomes) anAdditional Obligor.

(d) Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to bemade by reference to the facts and circumstances existing at the date the representation or warranty is deemedto be made.

22. Information Undertakings

The undertakings in this clause 22 remain in force from the date of this Agreement for so long as any amount isoutstanding under the Finance Documents or any Proposed Participation is in force.

In this clause 22:

Annual Financial Statements means the financial statements for a Financial Year delivered pursuant to paragraph (a)of clause 22.1 (Financial statements).

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Half Yearly Financial Statements means the financial statements delivered pursuant to paragraph (b) of clause 22.1(Financial statements)

Quarterly Financial Statements means the financial statements delivered pursuant to paragraph (c) of clause 22.1(Financial statements).

22.1 Financial statements

The Company shall supply to the Facility Agent in sufficient copies for all the Lenders:

(a) as soon as they are available, but in any event within one hundred and fifty (150) days after the end of eachof the Parent's Financial Years, the audited consolidated financial statements of the Parent for that FinancialYear;

(b) as soon as they are available, but in any event within sixty (60) days after the end of each financial half yearof the Parent:

(i) the consolidated financial statements of the Company and of the Parent for that financial half year;and

(ii) the financial statements (consolidated if appropriate) of each Obligor for that financial half year; and

(c) as soon as they are available, but in any event within sixty (60) days after the end of each Financial Quarterof each of its Financial Years its consolidated financial statements for that Financial Quarter, together with thefinancial statements (consolidated if appropriate) of each Obligor for that Financial Quarter.

22.2 Provision and contents of Compliance Certificate

(a) The Company shall supply a Compliance Certificate to the Facility Agent with each set of audited consolidatedAnnual Financial Statements of the Parent and each set of its consolidated Quarterly Financial Statements ofthe Parent.

(b) The Compliance Certificate shall, amongst other things, set out (in reasonable detail) computations as tocompliance with clause 23 (Financial Covenants) and clauses 29.7 and 29.8 (Additional Guarantors).

(c) Each Compliance Certificate shall be signed by an authorised signatory and the CFO of the Parent and, whendelivered with the consolidated Annual Financial Statements of the Parent, shall be reported on by the Parent'sAuditors in the form agreed by the Parent and the Majority Lenders prior to the date of this Agreement.

22.3 Requirements as to financial statements

(a) The Company shall procure that each set of Annual Financial Statements, Half Yearly Financial Statementsand Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement.In addition the Company shall procure that each set of Annual Financial Statements shall be audited by theAuditors.

(b) Each set of financial statements delivered pursuant to clause 22.1 (Financial statements):

(i) shall be certified by a director of the relevant company as giving a true and fair view of (in the caseof Annual Financial Statements for any Financial Year), or fairly representing (in other cases), itsfinancial condition and operations as at the date as at which those financial statements were drawn upand, in the case of the Annual Financial Statements, shall be accompanied by any letter addressed tothe management of the relevant company by the Auditors and accompanying those Annual FinancialStatements; and

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(ii) shall be prepared using the Accounting Principles, accounting practices and financial referenceperiods consistent with those applied in the preparation of the Original Financial Statements for thatObligor, unless, in relation to any set of financial statements, the Company notifies the Facility Agentthat there has been a change in the Accounting Principles or the accounting practices and its Auditors(or, if appropriate, the Auditors of the Obligor) deliver to the Facility Agent:

(A) a description of any change necessary for those financial statements to reflect theAccounting Principles or accounting practices upon which that Obligor's Original FinancialStatements were prepared; and

(B) sufficient information, in form and substance as may be reasonably required by the FacilityAgent (acting on the Majority Lenders' instructions or in its sole discretion), to enable theLenders to determine whether clause 23 (Financial covenants) has been complied with andto make an accurate comparison between the financial position indicated in those financialstatements and that Obligor's Original Financial Statements.

Any reference in this Agreement to any financial statements shall be construed as a reference to those financialstatements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

(c) If the Facility Agent wishes to discuss the financial position of any member of the Group with the Auditors,the Facility Agent may notify the Company, stating the questions or issues which the Facility Agent wishesto discuss with the Auditors. In this event, the Company must ensure that the Auditors are authorised (at theexpense of the Company):

(i) to discuss the financial position of each member of the Group with the Facility Agent on request fromthe Facility Agent; and

(ii) to disclose to the Facility Agent for the Finance Parties any information which the Facility Agentmay reasonably request.

22.4 Year-end

The Company shall not change its Accounting Reference Date.

22.5 Information: miscellaneous

The Company shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent sorequests):

(a) at the same time as they are dispatched, copies of all documents dispatched by the Parent or the Company toits respective shareholders generally (or any class of them) or to its respective creditors generally (or any classof them or to any individual creditor or group of creditors);

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedingswhich are current, threatened or pending against any member of the Group, and which, if adverselydetermined, are reasonably likely to have a Material Adverse Effect or which would involve a liability, or apotential alleged liability, exceeding $2,000,000 (or its equivalent in other currencies);

(c) promptly, such information as the Security Agent may reasonably require about the Charged Property andcompliance of the Obligors and/or the Spanish Pledgor and/or the South African Pledge Counterparties withthe terms of any Transaction Security Documents;

(d) promptly on request, such further information regarding the financial condition, business assets and operationsof the Group and/or any member of the Group (including any

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requested amplification or explanation of any item in the financial statements, or other material provided by anyObligor under this Agreement and an up to date copy of its shareholders' register (or equivalent in its OriginalJurisdiction)) as any Finance Party, through the Facility Agent, may reasonably request;

(e) promptly upon becoming aware of them, details of any claim made by an Obligor under any insurance policy,the underlying cause of which might have a Material Adverse Effect;

(f) promptly upon becoming aware of them, details of any change in the structure of the Group relating to theObligors from that reflected in the Group Structure Chart;

(g) promptly upon request, such information regarding the Deutsche Bank Facility or any Lender DiscountingFacility as the Facility Agent or the Security Agent may from time to time request; and

(h) promptly upon becoming aware of it, details of any material change to the Deutsche Bank Facility or theexecution of or any material change to any Lender Discounting Facility.

22.6 Notification of default and of expectation not to meet financial covenants

(a) Each Obligor shall notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it)promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has alreadybeen provided by another Obligor).

(b) Promptly upon a request by the Facility Agent, the Company shall supply to the Facility Agent a certificatesigned by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if aDefault is continuing, specifying the Default and the steps, if any, being taken to remedy it).

(c) The Company shall promptly upon becoming aware of the same notify the Facility Agent of the expectationthat it will not meet its financial covenants set out in clause 23 (Financial Covenants).

22.7 "Know your customer" checks

(a) If:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any lawor regulation made after the date of this Agreement;

(ii) any change in the status of an Obligor, the Spanish Pledgor or any South African Pledge Counterpartyor the composition of the shareholders of an Obligor, the Spanish Pledgor or any South AfricanPledge Counterparty after the date of this Agreement; or

(iii) a proposed assignment or transfer by a Lender of any of its rights and/or obligations under thisAgreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Facility Agent or any Lender (or, in the case of paragraph (iii) above, any prospective newLender) to comply with "know your customer" or similar identification procedures in circumstances wherethe necessary information is not already available to it, each Obligor shall promptly upon the request of theFacility Agent or any Lender supply, or procure the supply of, such documentation and other evidence as isreasonably requested by the Facility Agent (for itself or on behalf of any Lender) or any Lender (for itselfor, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) inorder for the Facility Agent, such Lender or, in the case of the event described in paragraph (iii) above, anyprospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer"or other similar

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checks under all applicable laws and regulations pursuant to the transactions contemplated in the FinanceDocuments.

(b) Each Lender shall promptly upon the request of the Facility Agent supply, or procure the supply of, suchdocumentation and other evidence as is reasonably requested by the Facility Agent (for itself) in order forthe Facility Agent to carry out and be satisfied it has complied with all necessary "know your customer" orother similar checks under all applicable laws and regulations pursuant to the transactions contemplated in theFinance Documents.

22.8 Additional Obligors

(a) The Company shall, by not less than ten (10) Business Days' prior written notice to the Facility Agent,notify the Facility Agent (which shall promptly notify the Lenders) of its intention to request that one of itsSubsidiaries becomes an Additional Obligor pursuant to clause 29 (Changes to the Obligors).

(b) Following the giving of any notice pursuant to clause 22.8(a) above, if the accession of such AdditionalObligor obliges the Facility Agent or any Lender to comply with "know your customer" or similaridentification procedures in circumstances where the necessary information is not already available to it, theCompany shall promptly upon the request of the Facility Agent or any Lender supply, or procure the supplyof, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or onbehalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for theFacility Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied withall necessary "know your customer" or other similar checks under all applicable laws and regulations pursuantto the accession of such Subsidiary to this Agreement as an Additional Obligor.

22.9 Borrowing Base Report and Cross-Check Borrowing Base Report

(a) For the purposes of the valuation of the Borrowing Base, the Company shall deliver to the CollateralManagement Agent:

(i) a Borrowing Base Report on a weekly basis (on every Monday following the date of this Agreement)(or more frequently if requested by the Collateral Management Agent or the Facility Agent (actingon the instructions of the Majority Lenders)); and

(ii) a Cross-Check Borrowing Base Report on a four-weekly basis to be delivered within ten (10) days ofevery second Borrowing Base Report (or, if the 10th day is not a Business Day, by the next BusinessDay).

(b) Each Borrowing Base Report shall:

(i) be based on information and figures as at the previous Friday; and

(ii) set out the Outstandings (and identifying any Excess Overdraft Amounts) under each Facility on thedate of its issue.

(c) Each Cross-Check Borrowing Base Report shall be in the same form as the Borrowing Base Report but shall:

(i) be based on information and figures relating to inventory provided by independent sources (copies ofwhich shall be provided to the Collateral Management Agent) in respect of:

(A) the storage volumes at any inland storage facilities, leased or owned by the Borrowers andthe Spanish Pledgor and which have capacity equal to or in excess of 50,000 metric tons;and

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(B) the storage volumes on any vessels leased or owned by the Borrowers and the SpanishPledgor which have capacity equal to or in excess of 15,000 metric tons; and

(ii) replace non-invoiced Eligible Receivables with corresponding invoices in each case based on theGroup's figures for the date on which the most recent Borrowing Base Report related.

(d) The Collateral Management Agent shall be entitled at any time, in relation to all or any part of the informationcontained in a Borrowing Base Report or a Cross-Check Borrowing Base Report:

(i) examine (upon request) the records of any Obligor and/or the Spanish Pledgor to verify suchinformation; and/or

(ii) require that an independent reputable surveyor or accounting firm verify such information,

and the Company shall take all such action as is available to it and do all such acts and things as the CollateralManagement Agent may specify in this regard the costs of such verification shall be promptly paid by theCompany.

(e) Any failure to deliver information required under this Agreement or any delivery information which is notsatisfactory to the Collateral Management Agent (acting reasonably) and relating to any item in a BorrowingBase Report or a Cross-Check Borrowing Base Report shall result in such item being excluded from theBorrowing Base.

22.10 Borrowing Base Audit Report

The Company shall deliver to the Collateral Management Agent (in sufficient copies for the Lenders if the CollateralManagement Agent so requests) a Borrowing Base Audit Report:

(a) first, in accordance with clause 24.23 (Conditions subsequent); and

(b) thereafter, within twelve (12) Months of the date of delivery of the preceding Borrowing Base Audit Report.

22.11 Deficient Borrowing Base Report

If, at any time, any Deficient Borrowing Base Report is delivered to the Collateral Management Agent, the Companyshall within seven (7) days of such delivery procure the cancellation of such Deficient Borrowing Base Report and itsreplacement by a Compliant Borrowing Base Report.

22.12 Title to Borrowing Base assets

Each Borrower shall ensure that it holds full legal and beneficial title to the assets purporting to be owned by it in theBorrowing Base, free of any retention of title arrangements.

22.13 Additional Cross-Check Borrowing Base Reporting

Each Cross-Check Borrowing Base Report shall be accompanied by the following (in sufficient copies for the Lendersif the Collateral Management Agent so requests):

(a) a report of an independent inspector approved by the Facility Agent detailing:

(i) the storage volumes at any inland storage facilities, leased or owned by the Borrowers and theSpanish Pledgor and which have capacity equal to or in excess of 50,000 metric tons; and

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(ii) the storage volumes on any vessels leased or owned by the Borrowers and the Spanish Pledgor whichhave capacity equal to or in excess of 15,000 metric tons,

or, in each case, a holding certificate from a third party storer acceptable to the Collateral Management Agentand in a form acceptable to the Collateral Management Agent;

(b) a list of those non-invoiced Eligible Receivables converted into invoices (with associated invoice numbers)and reconciliation with the list of non-invoiced Eligible Receivables detailed in the most recent BorrowingBase Report;

(c) a sample of twenty (20) randomly selected invoices evidencing invoicing of non-invoiced Eligible Receivablesas reported in the most recent Borrowing Base Report;

(d) a sample of twenty (20) randomly selected invoices already reported as invoiced Eligible Receivables in themost recent Borrowing Base Report;

(e) a sample of ten (10) randomly selected copies of bills of lading in respect of barges above 4,000 dwtconfirming values on board and showing issuance or endorsement to the order of the Security Agent; and

(f) a report in form and substance satisfactory to the Collateral Management Agent evidencing as at close ofbusiness on the last Business Day of each calendar month all receivables sold pursuant to any receivablespurchase programme or invoice discounting programme.

22.14 Reporting

(a) Each Lender and Borrower shall promptly (and in any event within one (1) Business Day) provide the FacilityAgent upon request with such details in respect of Utilisations made by it as the Facility Agent may request.

(b) If a Borrowing Base Report indicates that the Borrowing Base Amount is a negative number no Borrower shallrequest or make Utilisations until a Compliant Borrowing Base Report has been provided to the CollateralManagement Agent (which, if not provided on the date of a regular weekly Borrowing Base Report, shall beprovided in addition thereto).

22.15 Notification of Dividends

The Company shall notify the Facility Agent promptly following any distribution of dividends made by the Parent.

22.16 Proof of Origin

All incoming flows in respect of the Sensitive Zone, either purchased through letter of credit (including against anycountersigned letter of indemnity) or on open account basis but subject to incoterms linked to any place within theSensitive Zone, should be documented with bills of lading showing an acceptable port of loading and:

(a) if the Approved Supplier is a refinery, shall be accompanied by a Certificate of Origin; or

(b) if the Approved Supplier is not a refinery, the Company shall use its best endeavours to procure it isaccompanied by a Certificate of Origin.

22.17 Inspection and Management in Sensitive Zones

The Borrowers shall procure that all stocks and inventory of the Borrowers located offshore or inland in the SensitiveZone shall be the subject of a Stock Monitoring Agreement or a Collateral Management Agreement as the case may be.

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23. Financial covenants

23.1 Financial definitions

In this Agreement:

Borrowings means, at any time, the aggregate outstanding principal, capital or nominal amount (and any fixed orminimum premium payable or prepayment or redemption) of any indebtedness of members of the Group for or inrespect of:

(a) moneys borrowed and debit balances at banks or other financial institutions;

(b) any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);

(c) any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) any Finance Lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basisand meet any requirement for de-recognition under the Accounting Principles);

(f) any amount raised by the issue of redeemable shares which are redeemable (other than at the option of theissuer) before the Termination Date in respect of all Facilities or are otherwise classified as borrowings underthe Accounting Principles);

(g) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter ofcredit or any other instrument issued by a bank or financial institution;

(h) any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasonsbehind entering into the agreement is to raise finance or to finance the acquisition or construction of the assetor service in question or (ii) the agreement is in respect of the supply of assets or services and payment is duemore than ninety (90) days after the date of supply;

(i) any amount raised under any other transaction (including any forward sale or purchase, sale and sale backor sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified asborrowings under the Accounting Principles; and

(j) (without double counting) the amount of any liability in respect of any guarantee for any ofthe items referred to in paragraphs (a) to (i) above.

Consolidated Current Assets means, on the last day of a Measurement Period, the aggregate consolidated amount ofall Current Assets of members of the Group.

Consolidated Current Liabilities means, on the last day of a Measurement Period, the aggregate consolidated amountof all Current Liabilities of members of the Group.

Consolidated Net Working Capital means, on the last day of a Measurement Period, Consolidated Current Assetsminus (i) Consolidated Current Liabilities on such date; and (ii) the amount of any loans made to shareholders, directorsor related companies.

Consolidated Tangible Net Worth means at any time the aggregate of the amounts paid up or credited as paid up onthe issued ordinary share capital of the Parent and the aggregate amount of the reserves of the Group,

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(a) including:

(i) any amount credited to the share premium account;

(ii) any capital redemption reserve fund; and

(iii) any balance standing to the credit of the consolidated profit and loss account of the Group,

but

(b) deducting:

(i) any debit balance on the consolidated profit and loss account of the Group;

(ii) (to the extent included) any amount shown in respect of goodwill (including goodwill arising only onconsolidation) or other intangible assets of the Group;

(iii) any amount in respect of interests of non-Group members in Group subsidiaries;

(iv) any amount in respect of loans to shareholders, directors or related companies;

(v) (to the extent included) any amount set aside for taxation, deferred taxation or bad debts;

(vi) (to the extent included) any amounts arising from an upward revaluation of assets made at any timeafter 31 December 2012;

(vii) any amount in respect of any dividend or distribution declared, recommended or made by anymember of the Group to the extent payable to a person who is not a member of the Group and to theextent such distribution is not provided for in the most recent financial statements,

and so that no amount shall be included or excluded more than once.

EBITDA means, in respect of any Measurement Period, the consolidated operating profit of the Group before taxation(excluding the results from discontinued operations):

(a) before deducting any interest, commission, fees, discounts, prepayment fees, premiums or charges andother finance payments whether paid, payable or capitalised by any member of the Group (calculated on aconsolidated basis) in respect of that Relevant Period;

(b) before deducting any depreciation and amortisation/impairment;

(c) not including any accrued interest owing to any member of the Group;

(d) before taking into account any Exceptional Items;

(e) after deducting the amount of any profit (or adding back the amount of any loss) of any member of the Groupwhich is attributable to minority interests;

(f) plus or minus the Group's share of the profits or losses (after finance costs and tax) of Non-Group Entitiesafter deducting the amount of any profit of any Non-Group Entity to the extent that the amount of the profitincluded in the financial statements of the Group exceeds the amount actually received in cash by members ofthe Group through distributions by the Non-Group Entity;

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(g) before taking into account any unrealised gains or losses on any derivative instrument/financial instrument(other than any derivative instrument which is accounted for on a hedge accounting basis); and

(h) before taking into account any gain or loss arising from an upward or downward revaluation of any other assetat any time after 31 December 2012,

in each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determiningoperating profits of the Group before taxation, depreciation and amortization.

Exceptional Items means any exceptional, one off, non-recurring or extraordinary items/any material items of anunusual or non-recurring nature which represent gains or losses including those arising on:

(a) the restructuring of the activities of an entity and reversals of any provisions for the cost of restructuring;

(b) disposals, revaluations or impairment of non-current assets; and

(c) disposals of assets associated with discontinued operations.

Finance Charges means, for any Measurement Period, the aggregate amount of the accrued interest, commission, fees,discounts, prepayment fees, premiums or charges and other finance payments in respect of Borrowings whether paid,payable or capitalised by any member of the Group (calculated on a consolidated basis) in respect of that MeasurementPeriod:

(a) including the interest (but not the capital) element of payments in respect of Finance Leases;

(b) including any commission, fees, discounts and other finance payments payable by (and deducting any suchamounts payable to) any member of the Group under any interest rate hedging arrangement; and

(c) taking no account of any unrealised gains or losses on any derivative instruments other than any derivativeinstruments which are accounted for on a hedge accounting basis.

Financial Quarter means the period commencing on the day after one Quarter Date and ending on the next QuarterDate.

Measurement Period means a period of three (3) Months ending on a Quarter Date.

Non-Group Entity means any investment or entity (which is not itself a member of the Group (including associatesand joint venture entities)) in which any member of the Group has an ownership interest.

23.2 Interpretation

(a) Except as otherwise provided to the contrary in this Agreement, an accounting term used in this clause 23(Financial covenants) is to be construed in accordance with the principles applied in connection with theaudited consolidated financial statements of the Parent for the year ended on 31 December 2012.

(b) Any amount in a currency other than Dollars is to be taken into account at its Dollar equivalent calculated onthe basis of:

(i) the Federal Reserve Rate of Exchange for the purchase of the relevant currency in the New Yorkforeign exchange market with Dollars at or about 11.00 am on the relevant day the relevant amountfalls to be calculated; or

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(ii) if the amount is to be calculated on the last day of a financial period of a Borrower, the relevant ratesof exchange used by the Borrower in or in connection with, its financial statements for that period.

(c) No item must be credited or deducted more than once in any calculation under this clause 23 (Financialcovenants).

Financial Condition

23.3 The Company shall comply at all times with the following financial covenants.

Consolidated Net Working Capital

23.4 The Company shall ensure that Consolidated Net Working Capital of the Parent is, from the date of this Agreement:

(a) until the end of the first Quarter Date to occur following the first Utilisation Date to occur under thisAgreement, not less than thirty five million Dollars ($35,000,000); and

(b) thereafter, not less than one hundred and twenty-five million Dollars ($125,000,000).

Consolidated Tangible Net Worth

23.5 The Company shall ensure that Consolidated Tangible Net Worth is not at any time less than four hundred and tenmillion Dollars ($410,000,000).

Current Ratio

23.6 The Company shall ensure that the ratio of Consolidated Current Assets (less the amount of any loans made toshareholders, directors or related companies) to Consolidated Current Liabilities is, from the date of this Agreement;

(a) until the end of the first Quarter Date to occur following the first Utilisation Date to occur under thisAgreement, not lower than 1.04:1; and

(b) thereafter, not lower than 1.15:1.

Interest Cover Ratio

23.7 The Company shall ensure that the ratio of EBITDA to Finance Charges in respect of any Measurement Period shallexceed 1.9 to 1.

23.8 Financial testing

The financial covenants set out in clauses 23.3 to 23.7 shall be calculated in accordance with the Accounting Principlesand tested by reference to each of the financial statements delivered pursuant to paragraphs (a) and (b) of clause 22.1(Financial Statements) and/or each Compliance Certificate delivered pursuant to clause 22.2 (Provision and contentsof Compliance Certificate).

24. General Undertakings

The undertakings in this clause 24 remain in force from the date of this Agreement for so long as any amount isoutstanding under the Finance Documents or any Proposed Participation is in force.

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Authorisations and compliance with laws

24.1 Authorisations

Each Obligor shall (and shall procure that the Spanish Pledgor and the South African Pledge Counterparties shall)promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) supply certified copies to the Facility Agent of:

any Authorisation required under any law or regulation of a Relevant Jurisdiction to:

(A) enable it to perform its obligations under the Finance Documents;

(B) ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document; and

(C) carry on its business where failure to do so has or is reasonably likely to have a Material AdverseEffect.

24.2 Compliance with laws

Each Obligor shall (and the Company shall ensure that each member of the Group will) comply in all respects with alllaws to which it may be subject, if failure so to comply has or is reasonably likely to have a Material Adverse Effect.

24.3 Environmental compliance

Each Obligor shall (and the Company shall ensure that each member of the Group will):

(i) comply with all Environmental Law;

(ii) obtain, maintain and ensure compliance with all requisite Environmental Permits; and

(iii) implement procedures to monitor compliance with and to prevent liability under any EnvironmentalLaw,

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

24.4 Environmental claims

Each Obligor shall (through the Company), promptly upon becoming aware of the same, inform the Facility Agent inwriting of:

(a) any Environmental Claim against any member of the Group which is current, pending or threatened; and

(b) any facts or circumstances which are reasonably likely to result in any Environmental Claim being commencedor threatened against any member of the Group,

where the claim, if determined against that member of the Group, has or is reasonably likely to have a Material AdverseEffect.

24.5 Anti-corruption law

(a) No Obligor shall (and the Company shall ensure that no other member of the Group will) directly or indirectlyuse the proceeds of the Facility for any purpose which would breach

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the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation inother jurisdictions.

(b) Each Obligor shall (and the Company shall ensure that each other member of the Group will):

(i) conduct its businesses in compliance with applicable anti-corruption laws; and

(ii) maintain policies and procedures designed to promote and achieve compliance with such laws.

24.6 Taxation

(a) Each Obligor shall (and the Company shall ensure that each member of the Group will) pay and discharge allTaxes imposed upon it or its assets within the time period allowed without incurring penalties unless and onlyto the extent that:

(i) such payment is being contested in good faith;

(ii) adequate reserves are being maintained for those Taxes and the costs required to contest them whichhave been disclosed in its latest financial statements delivered to the Facility Agent under clause 22.1(Financial statements); and

(iii) such payment can be lawfully withheld.

(b) No member of the Group may change its residence for Tax purposes.

Restrictions on business focus

24.7 Merger

No Obligor shall (and the Company shall ensure that no other member of the Group will) enter into any amalgamation,demerger, merger, consolidation or corporate reconstruction.

24.8 Change of business

The Company shall procure that no substantial change is made to the general nature of the business of the Parent, theObligors or the Group taken as a whole from that carried on by the Group at the date of this Agreement.

24.9 Application of FATCA

The Company shall procure that, unless otherwise agreed by all the Finance Parties, no Obligor shall become a FATCAFFI or a US Tax Obligor.

24.10 Acquisitions

(a) Except as permitted under paragraph (b) below, no Obligor shall (and the Company shall ensure that no othermember of the Group will):

(i) acquire a company or any shares or securities or a business or undertaking or assets (or, in each case,any interest in any of them); or

(ii) incorporate a company,

in each case without the prior written consent of the Facility Agent acting on the instructions of all Lenders(such consent to be confirmed or declined within fifteen (15) Business Days of receipt by the Facility Agentof a request in writing from the Company).

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(b) Paragraph (a) above does not apply to:

(i) acquisitions of a company, of shares, securities or a business or undertaking or assets (or, in eachcase, any interest in any of them) for a value which is less than $25,000,000 in aggregate for theGroup during the period from the date of this Agreement until the date on which there are noremaining Proposed Participations or Outstandings (which values shall be evidenced by the latestaudited financial statements of the Parent); and

(ii) acquisitions by the Company or any other Group member of its own shares for a value which is lessthan $25,000,000 in aggregate for the Group during the period from the date of this Agreement untilthe date on which there are no remaining Proposed Participations or Outstandings (which values shallbe evidenced by the latest audited financial statements of the Parent).

(c) To the extent the Facility Agent acting on the instructions of all Lenders consents in writing to any acquisitionpursuant to this clause 24.10 (Acquisitions) (including pursuant to the Consent Letters), then subject to anyterms and conditions attached to such consent, the acquisition shall (unless the relevant consent expresslystates to the contrary) not be considered to form part of the $25,000,000 referred to in paragraph (b) above (itshall be considered to have been consented to absolutely).

Restrictions on dealing with assets and Security

24.11 Preservation of assets

Each Obligor shall (and the Company shall ensure that each other member of the Group will) maintain in good workingorder and condition (ordinary wear and tear excepted) all of its assets necessary or desirable in the conduct of itsbusiness.

24.12 Pari passu ranking

Each Obligor shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it underthe Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditorsexcept those creditors whose claims are mandatorily preferred by laws of general application to companies.

24.13 Negative pledge

In this clause 24.13, Quasi-Security means an arrangement or transaction described in paragraph (b) below.

Except as permitted under paragraph (c) below:

(a) No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit tosubsist any Security over any of its assets.

(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):

(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased toor re-acquired by an Obligor or any other member of the Group;

(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii) enter into any arrangement under which money or the benefit of a bank or other account may beapplied, set-off or made subject to a combination of accounts; or

(iv) enter into any other preferential arrangement having a similar effect,

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in circumstances where the arrangement or transaction is entered into primarily as a method of raisingFinancial Indebtedness or of financing the acquisition of an asset.

(c) Paragraphs (a) and (b) above do not apply to any Security or (as the case may be) Quasi-Security, which is:

(i) granted over fixed assets with a value of $25,000,000 or less in aggregate in respect of the Group atany time as evidenced in the latest audited financial statements of the Parent provided that securityover fixed assets in excess of such threshold may be requested by the Company or a Borrower andin respect of any such request the Facility Agent (acting on the instructions of the Majority Lenders)shall confirm or decline within fifteen (15) Business Days of receipt of that request;

(ii) existing prior to the date of this Agreement and details of which have been provided to the FacilityAgent pursuant to paragraph 6 of Part 1 of Schedule 2 (Conditions precedent to initial Utilisation);

(iii) approved in writing by the Facility Agent (acting on the instructions of the Majority Lenders)including without limitation pursuant to the Consent Letters (subject always to the terms andconditions set out in the Consent Letters);

(iv) contained in any Multi-Party TPA Agreement in favour of the relevant TPA Counterparty (providedthat the proceeds of enforcement of such Security shall be held by the TPA Counterparty for thebenefit of the Finance Parties) or Hedging Provider or Clearing Provider (as the case may be) asexpressly contemplated by this Agreement;

(v) Security over a bank account in favour of BNP Paribas S.A., subject to a maximum security value of$1,500,000, in respect of any facility issued or to be issued by BNP Paribas S.A. to the Borrowers orany of them for the issuance or counter-guarantee of bank guarantees in favour of customs and portauthorities by BNP Paribas S.A. as contemplated in Schedule 17 (Permitted Indebtedness);

(vi) to secure Bridge Financing which is expressly permitted pursuant to clause 24.18(a) (FinancialIndebtedness); or

(vii) otherwise as expressly contemplated by this Agreement.

(d) To the extent the Facility Agent acting on the instructions of the Majority Lenders approves in writing anySecurity or Quasi-Security pursuant to paragraph (c)(iii) above (including pursuant to the Consent Letters),then subject to any terms and conditions attached to such approval, the Security or Quasi-Security shall (unlessthe relevant approval expressly states to the contrary) not be considered to form part of the $25,000,000referred to in paragraph (c)(i) above (it shall be considered to have been approved absolutely).

24.14 Disposals

(a) Except as permitted under paragraph (b) below, no Obligor shall (and the Company shall ensure that no othermember of the Group will) enter into a single transaction or a series of transactions (whether related or not)and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset without the priorwritten consent of the Facility Agent acting on the instructions of all Lenders (such consent to be confirmedor declined within fifteen (15) Business Days of receipt by the Facility Agent of a request in writing from theCompany).

(b) Paragraph (a) above does not apply to:

(i) any sales, leases, transfers or other disposals for a value which is less than $15,000,000 in aggregatefor the Group during the period from the date of this

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Agreement until the date on which there are no remaining Proposed Participations or Outstandings(which values shall be evidenced by the latest audited financial statements of the Parent and whichshall exclude the value of disposals permitted by paragraphs (ii) and (iii) below);

(ii) disposals of receivables pursuant to the terms (as at the date of this Agreement) of the Deutsche BankFacility and any Lender Discounting Facility (provided that the proceeds of such disposals are paidto the Collection Account in the relevant currency held by the relevant Borrower); and

(iii) the sale or discounting of receivables by members of the Group which are not Borrowers on arm'slength terms and for full market value on a non-recourse basis and meeting any requirement for de-recognition under the Accounting Principles.

(c) To the extent the Facility Agent acting on the instructions of all Lenders consents in writing to any sale, lease,transfer or disposal pursuant to this clause 24.14 (Disposals) (including pursuant to the Consent Letters), thensubject to any terms and conditions attached to such consent, the sale, lease, transfer or disposal shall (unlessthe relevant consent expressly states to the contrary) not be considered to form part of the $15,000,000 referredto in paragraph (b) above (it shall be considered to have been consented to absolutely).

(d) To the extent a Lender completes a purchase from a Borrower of receivables pursuant to any LenderDiscounting Facility (and provided that the purchase price is paid by the Lender to the relevant CollectionAccount), such receivables (other than the proceeds of sale of such receivables) that are so sold shall bereleased from the Security created under the relevant Security Agreement without any further action on thepart of any person.

24.15 Arm's length basis

No Obligor shall (and the Company shall ensure that no other member of the Group will) enter into any transactionwith any person except on arm's length terms and for full market value.

Restrictions on movement of cash - cash out

24.16 Loans or credit

(a) Except as permitted under paragraph (b) below, no Obligor shall (and the Company shall ensure that no othermember of the Group will) be a creditor in respect of any Financial Indebtedness.

(b) Paragraph (a) above does not apply to any trade credit extended by any member of the Group to its customerson normal commercial terms and in the ordinary course of its trading activities.

24.17 No Guarantees or indemnities

(a) Except as permitted under paragraphs (b) and (c) below, no Obligor shall (and the Company shall ensure thatno other member of the Group will) without the prior written consent of the Facility Agent acting on theinstructions of all Lenders incur or allow to remain outstanding any guarantee in respect of any obligation ofany person .

(b) Paragraph (a) does not apply to a guarantee which is:

(i) any performance or similar bond guaranteeing performance by a member of the Group under anycontract entered into in the ordinary course of trade;

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(ii) in respect of the obligations of members of the Group which are Single Purpose Ship OwningCompanies, subject to an aggregate total value of all such guarantees throughout the Group at anytime of $25,000,000; or

(iii) granted by Aegean Marine Petroleum Network Inc. in respect of any Bridge Financing which isexpressly permitted pursuant to clause 24.18(a) (Financial Indebtedness).

(c) An Obligor and/or other member of the Group shall be entitled to incur or allow to remain outstanding aguarantee in respect of the obligations of members of the Group which are Single Purpose Ship OwningCompanies of an aggregate total of all such guarantees (throughout the Group at any time) in excess$25,000,000 with the prior written consent of the Facility Agent acting on the instructions of the MajorityLenders (such consent to be confirmed or declined within fifteen (15) Business Days of receipt by the FacilityAgent of a request in writing by the Company).

(d) To the extent the Facility Agent acting on the instructions of the Majority Lenders consents in writing toany guarantee pursuant to clause 24.17(c) (No Guarantees or indemnities) (including pursuant to the ConsentLetters), then subject to any terms and conditions attached to such consent, the guarantee shall (unless therelevant consent expressly states to the contrary) not be considered to form part of the $25,000,000 referred toin paragraph (c) above (it shall be considered to have been consented to absolutely).

Restrictions on movement of cash - cash in

24.18 Financial Indebtedness

(a) Other than as permitted under paragraph (b) below or with the prior written consent of the Facility Agentacting on the instructions of the Majority Lenders, which the Lenders shall confirm or decline within fifteen(15) Business Days of receipt of a request from the Company, no Obligor shall (and the Company shall ensurethat no other member of the Group will) incur or allow to remain outstanding any Financial Indebtedness inexcess of a total maximum aggregate Financial Indebtedness of the Group of:

(i) $25,000,000 in respect of Financial Indebtedness which is not Bridge Financing; and

(ii) $50,000,000 in respect of Bridge Financing,

in each case as evidenced by the latest audited financial statements of the Parent.

(b) Paragraph (a) above does not apply to any Financial Indebtedness identified in Schedule 17 (PermittedIndebtedness).

(c) To the extent the Facility Agent acting on the instructions of the Majority Lenders consents in writing tothe incurring of any Financial Indebtedness pursuant to this clause 24.18 (Financial Indebtedness) (includingpursuant to the Consent Letters), then subject to any terms and conditions attached to such consent, suchFinancial Indebtedness shall (unless the relevant consent expressly states to the contrary) not be considered toform part of the $25,000,000 and $50,000,000 baskets referred to in paragraph (a) above (it shall be consideredto have been consented to absolutely).

Miscellaneous

24.19 Insurance

(a) Each Obligor shall (and the Company shall ensure that each other member of the Group will) maintaininsurances on and in relation to its business and assets against those risks

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and to the extent as is usual for companies carrying on the same or substantially similar business.

(b) All insurances must be with reputable independent insurance companies or underwriters approved by theFacility Agent (acting on the instructions of the Majority Lenders).

(c) All insurances referred to in clause (a) above relating to the Borrowers and the Spanish Pledgor shall bemaintained on terms satisfactory to the Facility Agent and each Borrower shall (and the Company shallprocure that the Spanish Pledgor will) procure that the Security Agent is named as a co-insured and sole losspayee of such insurance in a manner which is in form and substance satisfactory to the Facility Agent andwithout liability on the part of the Security Agent for premiums or calls of whatever nature.

24.20 Access

If a Default is continuing or the Facility Agent reasonably suspects a Default is continuing or may occur, each Obligorshall, and the Company shall ensure that each member of the Group will, (not more than once in every Financial Yearunless the Facility Agent reasonably suspects a Default is continuing or may occur) permit the Facility Agent and/orthe Security Agent and/or accountants or other professional advisers and contractors of the Facility Agent or SecurityAgent free access at all reasonable times and on reasonable notice at the risk and cost of the Obligor or the Companyto (a) the premises, assets, books, accounts and records of each member of the Group and (b) meet and discuss matterswith senior management of the Company.

24.21 Treasury Transactions

No Obligor shall (and the Company will procure that no other member of the Group will) enter into any TreasuryTransaction, other than:

(a) hedging transactions documented by the Hedging Agreements; and/or

(b) hedging transactions in accordance with the Hedging Policy.

24.22 Further assurance

(a) Each Obligor shall (and the Company shall procure that each other member of the Group will) promptly doall such acts or execute all such documents (including assignments, transfers, mortgages, charges, noticesand instructions) as the Security Agent may reasonably specify (and in such form as the Security Agent mayreasonably require in favour of the Security Agent or its nominee(s)):

(i) to perfect the Security created or intended to be created under or evidenced by the TransactionSecurity Documents or for the exercise of any rights, powers and remedies of the Security Agent orthe Finance Parties provided by or pursuant to the Finance Documents or by law; and/or

(ii) to facilitate the realisation of the assets which are, or are intended to be, the subject of the TransactionSecurity.

(b) Each Obligor shall (and the Company shall procure that each other member of the Group will) take all suchaction as is available to it (including making all filings and registrations) as may be necessary for the purposeof the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred onthe Security Agent or the Finance Parties by or pursuant to the Finance Documents.

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24.23 Conditions subsequent

(a) The Company shall, as soon as it becomes available, and in any event within thirty (30) days of the date ofthis Agreement, deliver to the Collateral Management Agent a Borrowing Base Audit Report.

(b) The Company shall procure that if any assets which are included in the Borrowing Base at any time are locatedin a jurisdiction in which a perfected first priority security interest cannot be granted in respect of futureassets, the Borrowers will enter into periodic pledges with the Security Trustee (the frequency of which shallbe agreed with the Lenders provided that such frequency shall be no less than on a weekly basis) in respectof assets located in such jurisdictions. The Company shall provide to the Security Agent such corporateauthorities and legal opinions as the Security Agent may require in respect of such security.

(c) The Borrowers shall, prior to commencing onshore storage of inventory in the Fujairah Freezone, Emirate ofFujairah, enter into and deliver to the Facility Agent in respect thereof:

(i) the UAE Pledges duly executed by each party thereto and in full force and effect;

(ii) a Collateral Management Agreement in respect thereof;

(iii) a legal opinion of Hadef & Partners as to UAE law in a form and substance satisfactory to the FacilityAgent;

(iv) a legal opinion of Fulbright & Jaworski LLP as to Marshall Islands and Liberian law (or, if different,a legal opinion as to the law of the jurisdiction of any relevant Obligor which will sign a UAE Pledgeissued by counsel for the Facility Agent in such jurisdiction) in a form and substance satisfactory tothe Facility Agent; and

(v) evidence of the authority of Aegean Oil Terminal Corporation (as bailee) to execute the UAE Pledges.

(d) The Borrowers shall not include any assets in Spain or Morocco in the Borrowing Base until the SpanishPledges or the Moroccan Pledge (as applicable) have been entered into and are in full force and effect, theFacility Agent has received evidence satisfactory to it that all representations and all other action needed toperfect the Security created by those Transaction Security Documents has been completed.

(e) The Company shall procure that by no later than sixty (60) days after the date of the first Utilisation hereunderall existing facilities of the Group other than Financial Indebtedness permitted pursuant to clause 24.18(Financial Indebtedness) have been repaid in full and cancelled and all related Security not previously releasedin accordance with the conditions precedent contained in this Agreement is released, and shall provide to theFacility Agent such evidence (including without limitation deeds of release of security) as it may require actingreasonably in respect thereof.

24.24 Borrowing Base Amount

The Company shall procure that the Borrowing Base Amount shall at all times be zero or a positive number.

24.25 Parent Listing

The Parent shall at all times maintain its listing on the New York Stock Exchange.

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24.26 Risk Management Policy

The Company shall procure that no material changes are made to the risk management policy provided to the FacilityAgent pursuant to Part I of Schedule 2 (Conditions Precedent) without the prior written approval of the Facility Agentacting on the instructions of the Majority Lenders.

24.27 Sanctions

(a) The Obligors shall not, and shall procure that each other member of the Group shall not, permit or authoriseany other person to, directly or indirectly, use, lend, make payments of, contribute or otherwise make available,all or any part of the proceeds of the Facilities or other transactions contemplated by this Agreement to fundor facilitate trade, business or other activities: (i) involving or for the benefit of any Prohibited Person; (ii)relating to a country or territory that is the target of country-wide or territory-wide Sanctions; or (iii) in anyother manner that could result in any Obligor or a Finance Party being in breach of any Sanctions or becominga Prohibited Person.

(b) The Obligors shall ensure that (i) no person that is a Prohibited Person will have any legal or beneficial interestin any funds repaid or remitted by the Obligors to any Finance Party in connection with the Facility, and (ii)it shall not use any revenue or benefit derived from any activity or dealing with a Prohibited Person for thepurpose of discharging amounts owing to any Finance Party in respect of the Facility.

24.28 Payments under Multi-Party TPA Agreements and Deutsche Bank Facility

Each Borrower shall procure that any amounts payable to it pursuant to a Multi-Party TPA Agreement and any FXHedging Provider Hedging Agreement and the Deutsche Bank Facility and any Lender Discounting Facility shall bepaid to the Collection Account in the relevant currency held by the relevant Borrower.

24.29 Inventory

Each Borrower shall procure that no inventory shall be held or intended by it to be held, for a period in excess of onehundred and eighty (180) days nor shall any inventory be acquired for speculative purposes.

24.30 Bills of Lading

Each Obligor shall procure that all bills of lading issued in respect of assets comprised from time to time in theBorrowing Base shall be issued or endorsed in the name of the Security Agent.

24.31 Spanish Pledgor

Each Borrower shall procure that the Spanish Pledgor:

(a) shall at all times be and remain a wholly-owned Subsidiary of the Parent; and

(b) will only sell or otherwise dispose of assets or inventory which are from time to time the subject of the SpanishPledges to a Borrower.

24.32 Sensitive Zone

The Borrowers, when purchasing from suppliers in the Sensitive Zone, shall only enter into supply contracts withApproved Suppliers. Such supply contracts shall systematically include a clause specifying compliance of both partieswith Sanctions regardless of the whether these purchases are financed through the Facility or through any other means.

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25. Bank Accounts

25.1 Designation of Accounts

Each Borrower shall on or before the first Utilisation Date, open and maintain in its name the following bank accountswithin the Amsterdam branch of the Account Bank:

(a) a deposit account in Dollars designated "Facility Account"; and

(b) a deposit account in Dollars designated "Collection Account",

and each of the Company and ANNV shall on or before the first Utilisation Date open and maintain in its name withthe Amsterdam branch of the Account Bank a deposit account in EURO designated Collection Account.

25.2 Collection Account

(a) Each of the Collateral Management Agent and the relevant Borrower shall have signing rights on a CollectionAccount.

(b) All payments to be made by any Obligor pursuant to any Facility shall be paid to the Collection Account inthe relevant currency held by the relevant Borrower.

(c) Each Borrower will procure that all receivables payable to it and all proceeds of any true sale of receivablesor any discounting programme conducted by it shall be paid to the relevant Collection Account in the relevantcurrency held by the relevant Borrower.

(d) Each Borrower shall by no later than 14:00 on each applicable day instruct the Collateral Management Agentto transfer amounts credited to the Collection Accounts to the relevant Facility Account to meet the Borrowers'payment obligations under Facility A and Facility B.

(e) On each Monday and Thursday (or if any such day is not a Business Day, on the next Business Day) whilethere are any Outstandings in respect of Overdraft Facilities, and provided that:

(i) there shall remain in aggregate in the Collection Accounts and/or the Facility Accounts followingany application pursuant to this sub-clause (e) sufficient funds to meet the Borrowers' repaymentobligations under Facility A and Facility B and in respect of Credit Instruments in each case whichare scheduled to fall due in the next seven (7) days; and

(ii) no Default is continuing,

the Company shall instruct the Collateral Management Agent to apply amounts credited to the CollectionAccounts to meet the Borrowers' payment obligations under Overdraft Facilities:

(A) on a pro-rata basis (with reference to outstanding Utilisations under Overdraft Facilitiesexcluding Excess Overdraft Amounts) excluding Excess Overdraft Amounts; and

(B) thereafter on a pro-rata basis (with reference to outstanding Excess Overdraft Amounts) inrespect of Excess Overdraft Amounts.

The Borrowers' payment obligations to each Facility C Lender under Overdraft Facilities (andamounts to be paid hereunder) on each such date shall be ascertained and the payments implementedas follows:

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Deadline on relevant date Action required10:00am Facility C Lenders to notify the Facility Agent by email of their

Facility C outstandings in respect of Overdraft Facilities as at closeof business on the previous Business Day (the LenderOutstandings).

12:00 midday Facility Agent to notify the Company and the CollateralManagement Agent (with a copy to all Lenders (which may be madeby posting on debt domain)) of the Lender Outstandings notified toit and the payments to be made to each Facility C Lender under thisclause 25.2(e) (the Facility Agent's Notification).

13:00 Collateral Management Agent to confirm contents of the FacilityAgent's Notification to the Company.

14:00 Company to instruct the payments in accordance with the FacilityAgent's Notification (as approved by the Collateral ManagementAgent).

If a Facility C Lender fails to provide details of its Lender Outstandings in accordance with this clause 25.2(e),its outstandings for the purposes of calculating payments to be made under this clause 25.2(e) on the date inquestion shall be deemed to be such amount as the Company may certify in writing to the Facility Agent byno later than 12:00 midday on the relevant day (and if the Company does not provide any such certificationthen the relevant Facility C Lender's outstandings shall be deemed to be zero for such purpose).

(f) If a Borrower does not instruct the making of any payments under and in accordance with clauses 25.2(d)and 25.2(e) the Collateral Management Agent shall be irrevocably authorised to apply amounts credited to theCollection Accounts or any of them to meet the Borrowers' payment obligations under any Facility.

(g) The Collateral Management Agent shall be authorised upon the instruction of a Borrower to apply amountscredited to the Collection Accounts in discharge of Excess Overdraft Amounts in accordance with clause 6.10.

25.3 Withdrawals from Collection Account

(a) Provided that:

(i) no Default is continuing or would result from a withdrawal from a Collection Account;

(ii) no notices have been issued in respect of Overdraft Facilities pursuant to clause7.2 (Repayment of Overdraft Facilities) (unless all amounts payable under that clause following aDemand Repayment Date (as defined therein) have been repaid in full); and

(iii) a withdrawal would not result in the Borrowing Base Amount being zero (0) or a negative number,

funds standing to the credit of a Collection Account shall be freely available to the relevant Borrower. Therelevant Borrower shall make withdrawals (or allow amounts to be debited from the accounts) only after theCollateral Management Agent has confirmed that the provisions of this clause 25.3(a) have been satisfied inconnection therewith.

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(b) Save as set out in clause 25.3(a), no Obligor may withdraw any amount from or allow any amount to be debitedfrom a Collection Account (except in accordance with paragraph (d) of clause 25.2 (Collection Account)).

(c) Without prejudice to clause 25.3(a), any funds which are available to a Borrower pursuant to clause 25.3(a)may:

(i) be transferred to an account held with another Lender provided that such funds shall not be appliedto a payment due to that Lender under the Finance Documents or under any bilateral agreement inconnection with any Ancillary Facility or in connection with any Multi-Party TPA Agreement or FXHedging Provider Hedging Agreement save as set out in clause 25.3(c)(ii);

(ii) where a Borrower proposes to utilise additional Overdraft Facilities from a Facility C Lender butis unable to do so without contravening the conditions described in clause 5.3(ix), be paid by aBorrower to the relevant Facility C Lender in discharge of part of that Facility C Lender's existingOverdraft Facilities to the extent necessary to enable the further Utilisation to be made.

25.4 Facility Account

(a) Each of the Collateral Management Agent and the relevant Borrower shall have signing rights on a FacilityAccount.

(b) All Loans utilised by a Borrower under Facility A and Facility B shall be paid by the Facility Agent to therelevant Facility Account.

(c) The Borrower irrevocably authorises the Facility Agent to apply amounts credited to the Facility Account tomeet the Borrower's payment obligations under Facility A and Facility B.

25.5 Withdrawals from Facility Account

(a) Provided that:

(i) no Default is continuing or would result from a withdrawal from a Facility Account;

(ii) no notices have been issued in respect of Overdraft Facilities pursuant to clause 7.2 (Repayment ofOverdraft Facilities) (unless all amounts payable under that clause following a Demand RepaymentDate (as defined therein) have been repaid in full); and

(iii) a withdrawal would not result in the Borrowing Base Amount being zero (0) or a negative number,

funds standing to the credit of a Facility Account shall be freely available to the relevant Borrower. Therelevant Borrower shall make withdrawals (or allow amounts to be debited from the accounts) only after theCollateral Management Agent has confirmed that the provisions of this clause 25.5(a) have been satisfied inconnection therewith.

(b) Save as set out in clause 25.5(a), no Obligor may withdraw any amount from or allow any amount to be debitedfrom a Facility Account (except in accordance with paragraph (c) of clause 25.4 (Facility Account)).

26. Events of Default

Each of the events or circumstances set out in this clause 26 is an Event of Default (save for clause 26.18(Acceleration)).

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26.1 Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in thecurrency in which it is expressed to be payable unless:

(a) its failure to pay is caused by:

(i) administrative or technical error; or

(ii) a Disruption Event; and

(b) payment is made within three (3) Business Days of its due date.

26.2 Financial covenants and other obligations

(a) Any requirement of clause 23 (Financial covenants) is not satisfied.

(b) An Obligor, the Spanish Pledgor or any South African Pledge Counterparty does not comply with anyprovision of any Transaction Security Document.

(c) A Borrower does not comply with clause 24.32 (Sensitive Zone).

(d) An Obligor does not comply with clause Error! Reference source not found. (Disposals).

26.3 Other obligations

(a) An Obligor does not comply with any provision of the Finance Documents (other than those referredto in clause 26.1 (Non-payment), clause 26.2 (Financial covenants and other obligations) and clause 24.9(Application of FATCA)).

(b) No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and isremedied within five (5) Business Days of the earlier of (i) the Facility Agent giving notice to the Companyor relevant Obligor and (ii) the Company or an Obligor becoming aware of the failure to comply.

26.4 Misrepresentation

Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any otherdocument delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves tohave been incorrect or misleading when made or deemed to be made (save that this clause 26.4 shall not apply to clause21.2(d) (Status)).

26.5 Cross default

(a) Any Financial Indebtedness of any member of the Group is not paid when due nor within any originallyapplicable grace period.

(b) Any Financial Indebtedness of any member of the Group is declared to be or otherwise becomes due andpayable prior to its specified maturity as a result of an event of default (however described).

(c) Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by acreditor of any member of the Group as a result of an event of default (however described).

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(d) Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of anymember of the Group due and payable prior to its specified maturity as a result of an event of default (howeverdescribed).

(e) No Event of Default will occur under this clause 26.5 if the aggregate amount of Financial Indebtedness orcommitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than $5,000,000 (orits equivalent in any other currency or currencies).

26.6 Insolvency

(a) A member of the Group:

(i) is unable or admits inability to pay its debts as they fall due;

(ii) is deemed to, or is declared to, be unable to pay its debts under applicable law;

(iii) suspends or threatens to suspend making payments on any of its debts; or

(iv) by reason of actual or anticipated financial difficulties, commences negotiations with one or more ofits creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any ofits indebtedness.

(b) The value of the assets of any member of the Group is less than its liabilities (taking into account contingentand prospective liabilities).

(c) A moratorium is declared in respect of any indebtedness of any member of the Group. If a moratorium occurs,the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

26.7 Insolvency proceedings

(a) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution,administration or reorganisation (by way of voluntary arrangement, scheme of arrangement orotherwise) of any member of the Group;

(iii) a composition, compromise, assignment or arrangement with any creditor of any member of theGroup;

(iv) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manageror other similar officer in respect of any member of the Group or any of its assets; or

(v) enforcement of any Security over any assets of any member of the Group,

or any analogous procedure or step is taken in any jurisdiction.

(b) Paragraph (a) shall not apply to:

(i) any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed withinfourteen (14) days of commencement; or

(ii) the solvent liquidation or reorganisation of any member of the Group which is not an Obligor so longas any payments or assets distributed as a result of such liquidation or reorganisation are distributedto other members of the Group.

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26.8 Creditors' process

Any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affectsany asset or assets of a member of the Group having an aggregate value of $5,000,000.

26.9 Unlawfulness and invalidity

(a) It is or becomes unlawful for an Obligor, the Spanish Pledgor or any South African Pledge Counterparty toperform any of its obligations under the Finance Documents or any Transaction Security created or expressedto be created or evidenced by the Transaction Security Documents ceases to be effective.

(b) Any obligation or obligations of any Obligor, the Spanish Pledgor or any South African Pledge Counterpartyunder any Finance Documents are not (subject to the Legal Reservations) or cease to be legal, valid, bindingor enforceable and the cessation individually or cumulatively materially and adversely affects the interests ofthe Lenders under the Finance Documents.

(c) Any Finance Document ceases to be in full force and effect or any Transaction Security ceases to be legal,valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to beineffective.

26.10 Cessation of business

Any member of the Group suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a materialpart of its business.

26.11 Reporting

(a) The Company fails to provide a Borrowing Base Report to the Collateral Management Agent when requiredpursuant to clause 22.9(a)(i) (Borrowing Base Report) and such failure is not remedied within two (2) BusinessDays.

(b) The Company fails to provide a Cross-Check Borrowing Base Report to the Collateral Management Agentpursuant to clause 22.9(a)(b)(ii) (Borrowing Base Report) and such failure is not remedied within two (2)Business Days.

(c) The Company fails to provide a Compliant Borrowing Base Report to the Collateral Management Agent whenrequired pursuant to clause 22.11 (Deficient Borrowing Base Report).

(d) In each period of twelve (12) Months commencing on the date of this Agreement and each anniversary thereof:

(i) the Company is required to remedy a failure to provide a Borrowing Base Report in accordance withclause 26.11(a) on more than four (4) occasions;

(ii) the Company is required to remedy a failure to provide a Cross-Check Borrowing Base Report inaccordance with clause 26.11(b) on more than two (2) occasions;

(iii) five (5) or more Deficient Borrowing Base Reports are provided to the Collateral Management Agentpursuant to this Agreement; or

(iv) three (3) or more Deficient Cross-Check Borrowing Base Reports are provided to the CollateralManagement Agent pursuant to this Agreement.

(e) The Company provides two (2) consecutive Deficient Cross-Check Borrowing Base Reports to the CollateralManagement Agent pursuant to this Agreement.

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26.12 Audit qualification

The Auditors of the Group qualify the audited annual consolidated financial statements of the Parent.

26.13 Repudiation and rescission of agreements

An Obligor, the Spanish Pledgor or any South African Pledge Counterparty (or any other relevant party) rescinds orpurports to rescind or repudiates or purports to repudiate a Finance Document or any of the Transaction Security orevidences an intention to rescind or repudiate a Finance Document or any Transaction Security.

26.14 Accounts

Without the prior written consent of the Facility Agent on the instructions of all Lenders any Collection Account orFacility Account is closed or requested to be closed (other than in accordance with the terms of this Agreement).

26.15 Litigation

Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputesare commenced or threatened in relation to the Finance Documents or the transactions contemplated in the FinanceDocuments or against any member of the Group or its assets which have or are reasonably likely to have a MaterialAdverse Effect.

26.16 Expropriation

The authority or ability of any member of the Group to conduct its business is limited or wholly or substantiallycurtailed by any seizure, expropriation, nationalisation, compulsory acquisition, intervention, restriction or other actionby or on behalf of any governmental, regulatory or other authority or other person in relation to any member of theGroup or any of its assets or the shares in that member of the Group (including without limitation the displacement ofall or part of the management of any member of the Group).

26.17 Material adverse change

Any event or circumstance occurs which the Majority Lenders reasonably believe has or is reasonably likely to have aMaterial Adverse Effect.

26.18 Sanctions

Any Obligor or any other member of the Group:

(a) becomes a Prohibited Person or becomes owned or controlled by, or acts directly or indirectly on behalf of, aProhibited Person or any of such persons becomes the owner or controller of a Prohibited Person; or

(b) fails to comply with any Sanctions.

26.19 Acceleration

On and at any time after the occurrence of an Event of Default the Facility Agent may, and shall if so directed by theMajority Lenders, by notice to the Company:

(a) cancel the Total Proposed Participations at which time they shall immediately be cancelled;

(b) declare that all or part of the Utilisations, together with accrued interest, and all other amounts accrued oroutstanding under the Finance Documents be immediately due and payable, at which time they shall becomeimmediately due and payable;

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(c) declare that all or part of the Utilisations be payable on demand, at which time they shall immediately becomepayable on demand by the Facility Agent on the instructions of the Majority Lenders;

(d) declare that cash cover in respect of each Credit Instrument is immediately due and payable at which time itshall become immediately due and payable;

(e) declare that cash cover in respect of each Credit Instrument is payable on demand at which time it shallimmediately become due and payable on demand by the Facility Agent on the instructions of the MajorityLenders;

(f) declare all or any part of the amounts (or cash cover in relation to those amounts) outstanding under theAncillary Facilities to be immediately due and payable, at which time they shall become immediately due andpayable;

(g) declare that all or any part of the amounts (or cash cover in relation to those amounts) outstanding under theAncillary Facilities be payable on demand, at which time they shall immediately become payable on demandby the Facility Agent on the instructions of the Majority Lenders;

(h) instruct the close-out of any hedging or clearing transactions which are the subject of a Multi-Party TPAAgreement or require the Borrowers to close out any FX Hedging Provider Hedging Transactions; and/or

(i) exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions underthe Finance Documents.

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Section 9Changes to Parties

27. Changes to the Lenders

27.1 Assignments and transfers by the Lenders

Subject to this clause 27 and to clause 28 (Restriction on Debt Purchase Transactions), a Lender (the ExistingLender) may:

(a) assign any of its rights; or

(b) transfer by novation any of its rights and obligations,

under any Finance Document to another bank or financial institution or to a trust, fund or other entity which is regularlyengaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets(the New Lender).

27.2 Conditions of assignment or transfer

(a) The consent of the Company is required for an assignment or transfer by an Existing Lender, unless theassignment or transfer is:

(i) to an Acceptable Bank;

(ii) to a Lender or an Affiliate of a Lender; or

(iii) made at a time when an Event of Default is continuing.

(b) The consent of the Company to an assignment or transfer must not be unreasonably withheld or delayed.The Company will be deemed to have given its consent five (5) Business Days after the Existing Lender hasrequested it unless consent is expressly refused by the Company within that time.

(c) The consent of the Company to an assignment or transfer must not be withheld solely because the assignmentor transfer may result in an increase to the Mandatory Cost.

(d) An assignment will only be effective on:

(i) receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of writtenconfirmation from the New Lender (in form and substance satisfactory to the Facility Agent) thatthe New Lender will assume the same obligations to the other Finance Parties and the other SecuredParties as it would have been under if it was an Original Lender;

(ii) the performance by the Facility Agent of all necessary "know your customer" or other similarchecks under all applicable laws and regulations in relation to such assignment to a New Lender, thecompletion of which the Facility Agent shall promptly notify to the Existing Lender and the NewLender; and

(iii) receipt by the Facility Agent from the New Lender of a notarised power of attorney substantiallyin the form set out in Schedule 19 (Form of New Lender Spanish Power of Attorney) to enable theSecurity Agent to exercise any rights, discretions or powers or to grant any consents or releases underthe Spanish Pledges. For the avoidance of doubt, all costs and expenses relating to the execution ofthe power of attorney in the form set out in Schedule 19 (Form of New Lender Spanish Power ofAttorney) shall be borne by the entity granting such power of attorney.

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(e) A transfer will only be effective if the procedure set out in clause 27.5 (Procedure for transfer) is compliedwith.

(f) If:

(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changesits Facility Office; and

(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligorwould be obliged to make a payment to the New Lender or Lender acting through its new FacilityOffice under clause 16 (Increased Costs), then the New Lender or Lender acting through its newFacility Office is only entitled to receive payment under that clause to the same extent as the ExistingLender or Lender acting through its previous Facility Office would have been if the assignment,transfer or change had not occurred. This paragraph (f) shall not apply in respect of an assignmentor transfer made in the ordinary course of the primary syndication of the Facility or to the extent thatthe payment under clause 15 (Tax Gross Up and Indemnities) relates to a FATCA Deduction.

(g) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for theavoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver thathas been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on orprior to the date on which the transfer or assignment becomes effective in accordance with this Agreement andthat it is bound by that decision to the same extent as the Existing Lender would have been had it remained aLender.

27.3 Assignment or transfer fee

Unless the Facility Agent otherwise agrees and excluding an assignment or transfer (i) to an Affiliate of a Lender, (ii) toa Related Fund or (iii) made in connection with primary syndication of the Facility, the New Lender shall, on the dateupon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of $2,000.

27.4 Limitation of responsibility of Existing Lenders

(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumesno responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, theTransaction Security or any other documents;

(ii) the financial condition of any Obligor;

(iii) the performance and observance by any Obligor or any other member of the Group of its obligationsunder the Finance Documents or any other documents; or

(iv) the accuracy of any statements (whether written or oral) made in or in connection with any FinanceDocument or any other document,

and any representations or warranties implied by law are excluded.

(b) Each New Lender confirms to the Existing Lender, the other Finance Parties and the Secured Parties that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of thefinancial condition and affairs of each Obligor and its related entities in connection with itsparticipation in this Agreement and has not relied exclusively on any information provided to it bythe Existing Lender or any other

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Finance Party in connection with any Finance Document or the Transaction Security; and

(ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and itsrelated entities whilst any amount is or may be outstanding under the Finance Documents or anyProposed Participation is in force.

(c) Nothing in any Finance Document obliges an Existing Lender to:

(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assignedor transferred under this clause 27; or

(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

27.5 Procedure for transfer

(a) Subject to the conditions set out in clause 27.2 (Conditions of assignment or transfer) a transfer is effected inaccordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed TransferCertificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subjectto paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed TransferCertificate appearing on its face to comply with the terms of this Agreement and delivered in accordance withthe terms of this Agreement, execute that Transfer Certificate.

(b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lenderand the New Lender once: (A) it is satisfied it has complied with all necessary "know your customer" or similarchecks under all applicable laws and regulations in relation to the transfer to such New Lender; and (B) ithas received from the New Lender a notarised power of attorney substantially in the form set out in Schedule19 (Form of New Lender Spanish Power of Attorney) to enable the Security Agent to exercise any rights,discretions or powers or to grant any consents or releases under the Spanish Pledges. For the avoidance ofdoubt, all costs and expenses relating to the execution of the power of attorney in the form set out in Schedule19 (Form of New Lender Spanish Power of Attorney) shall be borne by the entity granting such power ofattorney.

(c) Subject to clause 27.9 (Pro rata interest settlement), on the Transfer Date:

(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation itsrights and obligations under the Finance Documents and in respect of the Transaction Security each ofthe Obligors and the Existing Lender shall be released from further obligations towards one anotherunder the Finance Documents and in respect of the Transaction Security and their respective rightsagainst one another under the Finance Documents and in respect of the Transaction Security shall becancelled (being the Discharged Rights and Obligations);

(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquirerights against one another which differ from the Discharged Rights and Obligations only insofar asthat Obligor or other member of the Group and the New Lender have assumed and/or acquired thesame in place of that Obligor and the Existing Lender;

(iii) the Facility Agent, the Collateral Management Agent, the Arranger, the Security Agent, the NewLender and the other Lenders shall acquire the same rights and assume the same obligations betweenthemselves and in respect of the Transaction Security as they would have acquired and assumed hadthe New Lender been an Original Lender with the rights, and/or obligations acquired or

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assumed by it as a result of the transfer and to that extent the Facility Agent, the CollateralManagement Agent, the Arranger, the Security Agent and the Existing Lender shall each be releasedfrom further obligations to each other under the Finance Documents; and

(iv) the New Lender shall become a Party as a Lender.

27.6 Procedure for assignment

(a) Subject to the conditions set out in clause 27.2 (Conditions of assignment or transfer) an assignment maybe effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise dulycompleted Assignment Agreement delivered to it by the Existing Lender and the New Lender. The FacilityAgent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a dulycompleted Assignment Agreement appearing on its face to comply with the terms of this Agreement anddelivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the ExistingLender and the New Lender once it is satisfied it has complied with all necessary "know your customer" orsimilar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

(c) Subject to clause 27.9 (Pro rata interest settlement), on the Transfer Date:

(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documentsand in respect of the Transaction Security expressed to be the subject of the assignment in theAssignment Agreement;

(ii) the Existing Lender will be released from the obligations (the Relevant Obligations) expressed to bethe subject of the release in the Assignment Agreement (and any corresponding obligations by whichit is bound in respect of the Transaction Security); and

(iii) the New Lender shall become a Party as a Lender and will be bound by obligations equivalent to theRelevant Obligations.

(d) Lenders may utilise procedures other than those set out in this clause 27.6 to assign their rights under theFinance Documents (but not, without the consent of the relevant Obligor or unless in accordance with clause27.5 (Procedure for transfer), to obtain a release by that Obligor from the obligations owed to that Obligor bythe Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply withthe conditions set out in clause 27.2 (Conditions of assignment or transfer).

27.7 Copy of Transfer Certificate or Assignment Agreement to the Company

The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an AssignmentAgreement, send to the Company a copy of that Transfer Certificate or Assignment Agreement.

27.8 Security over Lenders' rights

In addition to the other rights provided to Lenders under this clause 27, each Lender may without consulting with orobtaining consent from any Obligor, at any time charge, assign or otherwise create Security in or over (whether by wayof collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lenderincluding, without limitation:

(a) any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

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(b) in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (ortrustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security forthose obligations or securities,

except that no such charge, assignment or Security shall:

(i) release a Lender from any of its obligations under the Finance Documents or substitute thebeneficiary of the relevant charge, assignment or other Security for the Lender as a party to any ofthe Finance Documents; or

(ii) require any payments to be made by an Obligor or grant to any person any more extensive rights thanthose required to be made or granted to the relevant Lender under the Finance Documents.

27.9 Pro rata interest settlement

(a) If the Facility Agent has notified the Lenders that it is able to distribute interest payments on a "pro rata basis"to Existing Lenders and New Lenders then (in respect of any transfer pursuant to clause 27.5 (Procedure fortransfer) or any assignment pursuant to clause 27.6 (Procedure for assignment) the Transfer Date of which, ineach case, is after the date of such notification and is not on the last day of an Interest Period):

(i) any interest or fees in respect of the relevant participation which are expressed to accrue by referenceto the lapse of time shall continue to accrue in favour of the Existing Lender up to but excludingthe Transfer Date (Accrued Amounts) and shall become due and payable to the Existing Lender(without further interest accruing on them) on the last day of the current Interest Period (or, if theInterest Period is longer than six (6) Months, on the next of the dates which falls at six (6) Monthlyintervals after the first day of that Interest Period); and

(ii) the rights assigned or transferred by the Existing Lender will not include the right to the AccruedAmounts so that, for the avoidance of doubt:

(A) when the Accrued Amounts become payable, those Accrued Amounts will be payable forthe account of the Existing Lender; and

(B) the amount payable to the New Lender on that date will be the amount which would, but forthe application of this clause 27.9, have been payable to it on that date, but after deductionof the Accrued Amounts.

(b) In this clause 27.9, references to Interest Period shall be construed to include a reference to any other periodfor accrual of fees.

28. Restriction on Debt Purchase Transactions

28.1 Prohibition on Debt Purchase Transactions by the Group

The Company shall not, and shall procure that each other member of the Group shall not, enter into any Debt PurchaseTransaction or beneficially own all or any part of the share capital of a company that is a Lender or a party to a DebtPurchase Transaction of the type referred to in paragraphs (b) or (c) of the definition of Debt Purchase Transaction.

28.2 Disenfranchisement on Debt Purchase Transactions entered into by Parent Affiliates

(a) For so long as a Parent Affiliate:

(i) beneficially owns a Proposed Participation; or

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(ii) has entered into a sub-participation agreement relating to a Proposed Participation or other agreementor arrangement having a substantially similar economic effect and such agreement or arrangementhas not been terminated,

in ascertaining:

(A) the Majority Lenders; or

(B) whether:

(1) any given percentage (including, for the avoidance of doubt, unanimity) of theTotal Proposed Participations; or

(2) the agreement of any specified group of Lenders,

has been obtained to approve any request for a consent, waiver, amendment or other voteunder the Finance Documents such Proposed Participation shall be deemed to be zero; andsuch Parent Affiliate or the person with whom it has entered into such sub-participation,other agreement or arrangement shall be deemed not to be a Lender for the purposes ofparagraphs (A) and (B) above (unless in the case of a person not being a Parent Affiliateit is a Lender by virtue otherwise than by beneficially owning the relevant ProposedParticipation).

(b) Each Lender shall, unless such Debt Purchase Transaction is an assignment or transfer, promptly notify theFacility Agent in writing if it knowingly enters into a Debt Purchase Transaction with a Parent Affiliate (aNotifiable Debt Purchase Transaction), such notification to be substantially in the form set out in Part I ofSchedule 9 (Forms of Notifiable Debt Purchase Transaction Notice).

(c) A Lender shall promptly notify the Facility Agent if a Notifiable Debt Purchase Transaction to which it is aparty:

(i) is terminated; or

(ii) ceases to be with a Parent Affiliate,

such notification to be substantially in the form set out in Part II of Schedule 9 (Forms of Notifiable DebtPurchase Transaction Notice).

(d) Each Parent Affiliate that is a Lender agrees that:

(i) in relation to any meeting or conference call to which all the Lenders are invited to attend orparticipate, it shall not attend or participate in the same if so requested by the Facility Agent or, unlessthe Facility Agent otherwise agrees, be entitled to receive the agenda or any minutes of the same; and

(ii) in its capacity as Lender, unless the Facility Agent otherwise agrees, it shall not be entitled to receiveany report or other document prepared at the behest of, or on the instructions of, the Facility Agentor one or more of the Lenders.

29. Changes to the Obligors

29.1 Assignment and transfers by Obligors

No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

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Additional Borrowers

29.2 Subject to compliance with the provisions of clause 22.7 ("Know your customer" checks), the Company may requestthat any of its Subsidiaries becomes an Additional Borrower. That Subsidiary shall become an Additional Borrower if:

(a) all the Lenders (or, in the case of a Subsidiary which would be a FATCA FFI or a US Tax Obligor if it becamean Additional Borrower, all the Finance Parties) approve the addition of that Subsidiary;

(b) the Company delivers to the Facility Agent a duly completed and executed Accession Letter;

(c) the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower;

(d) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming anAdditional Borrower; and

(e) the Facility Agent has received all of the documents and other evidence listed in Part 2 of Schedule 2(Conditions precedent) in relation to that Additional Borrower, each in form and substance satisfactory to theFacility Agent.

29.3 The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (inform and substance satisfactory to it) all the documents and other evidence listed in Part 2 of Schedule 2 (Conditionsprecedent).

Resignation of a Borrower

29.4 The Company may request that a Borrower (other than the Company) ceases to be a Borrower by delivering to theFacility Agent a Resignation Letter.

29.5 The Facility Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if:

(a) the Majority Lenders have consented to the Company's request;

(b) where the Borrower is also a Guarantor (unless its resignation has been accepted in accordance with clause29.13 (Resignation of a Guarantor)), its obligations in its capacity as Guarantor continue to be legal, valid,binding and enforceable and in full force and effect and the amount guaranteed by it as Guarantor is notdecreased (and the Company has confirmed this is the case);

(c) no Default is continuing or would result from the acceptance of the Resignation Letter (and the Company hasconfirmed this is the case); and

(d) the Borrower is under no actual or contingent obligations as a Borrower under any Finance Documents,

whereupon that company shall cease to be a Borrower and shall have no further rights or obligations under the FinanceDocuments.

29.6 The Facility Agent may, at the cost and expense of the Company, require a legal opinion from counsel to the FacilityAgent confirming the matters set out in paragraph 29.5(b) above and the Facility Agent shall be under no obligation toaccept a Resignation Letter until it has obtained such opinion in form and substance satisfactory to it.

Additional Guarantors

29.7 The Company shall procure that each member of the Group which is or becomes a Material Subsidiary (other than anExcluded Material Subsidiary) shall accede to this Agreement as an

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Additional Guarantor within ten (10) Business Days of that entity becoming a Material Subsidiary.

29.8 If at any time:

(a) the aggregate of the EBITDA of the Guarantors is less than 80% of the EBITDA of the Group taken as a whole

(b) the aggregate of the Gross Assets of the Guarantors is less than 65% of the Gross Assets of the Group takenas a whole

(c) the aggregate of the Current Assets of the Guarantors is less than 95% of the Current Assets of the Grouptaken as a whole,

the Company shall immediately procure that additional members of the Group shall accede to this Agreement asAdditional Guarantors so as to ensure that the EBITDA, Gross Assets and/or Current Assets of the Guarantors are nolonger below the thresholds set out in this clause 29.8.

29.9 Notwithstanding the provisions of clauses 29.7 and 29.8, the Company may at any time request that any of itsSubsidiaries (or any Subsidiaries of the Parent) become an Additional Guarantor.

29.10 The Company shall procure that each proposed Additional Guarantor pursuant to clauses 29.6 to 29.8 shall comply withthe provisions of clause 22.7 ("Know your customer" checks). An entity shall become an Additional Guarantor upon:

(a) in the case of an entity which would be a FATCA FFI or a US Tax Obligor if it became an AdditionalGuarantor, all the Finance Parties approving the addition of that entity;

(b) the Company delivering to the Facility Agent a duly completed and executed Accession Letter; and

(c) the Facility Agent having received all of the documents and other evidence listed in Part 2 of Schedule 2(Conditions precedent) in relation to that Additional Guarantor, each in form and substance satisfactory to theFacility Agent.

29.11 The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (inform and substance satisfactory to it) all the documents and other evidence listed in Part 2 of Schedule 2 (Conditionsprecedent).

Resignation of a Guarantor

29.12 The Company may request that a Guarantor (other than the Parent or the Company) ceases to be a Guarantor bydelivering to the Facility Agent a Resignation Letter.

29.13 The Facility Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if:

(a) no Default is continuing or would result from the acceptance of the Resignation Letter (and the Company hasconfirmed this is the case);

(b) where the Guarantor is also a Borrower, it is under no actual or contingent obligations as a Borrower and hasresigned and ceased to be a Borrower under clause 29.4 (Resignation of a Borrower);

(c) all Lenders have consented to the Company's request; and

(d) no payment is due from the Guarantor under this Agreement.

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Compulsory resignation of FATCA FFIs and US Tax Obligors

29.14 If so directed by the Facility Agent (acting on the instructions of all Lenders), the Company shall procure that anyObligor which is a FATCA FFI or a US Tax Obligor shall resign as a Borrower or a Guarantor (as the case may be) priorto the earliest FATCA Application Date relating to any payment by that Obligor (or any payment by the Facility Agentwhich relates to a payment by that Obligor). For the purposes of clause 29.13(c) (Resignation of a Guarantor) eachLender consents to the resignation of a Guarantor required pursuant to this clause 29.14.

Repetition of Representations

29.15 Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the Repeating Representationsare true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances thenexisting.

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Section 10The Finance Parties

30. Role of the Facility Agent, the Collateral Management Agent, the Arranger and Others

30.1 Appointment of the Facility Agent and the Collateral Management Agent

(a) Each of the Arranger and the Lenders appoints the Facility Agent and the Collateral Management Agent to actas its agent under and in connection with the Finance Documents.

(b) Each of the Arranger and the Lenders authorises the Facility Agent and the Collateral Management Agentto perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities anddiscretions specifically given to the Facility Agent and the Collateral Management Agent (as the case maybe) under or in connection with the Finance Documents together with any other incidental rights, powers,authorities and discretions.

30.2 Instructions

(a) Each of the Facility Agent and the Collateral Management Agent shall:

(i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising anyright, power, authority or discretion vested in it as Facility Agent or the Collateral Management Agent(as the case may be) in accordance with any instructions given to it by:

(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision;or

(B) in all other cases, the Majority Lenders; and

(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph(i) above.

(b) Each of the Facility Agent and the Collateral Management Agent shall be entitled to request instructions, orclarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulatesthe matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) asto whether, and in what manner, it should exercise or refrain from exercising any right, power, authority ordiscretion and the Facility Agent and the Collateral Management Agent may refrain from acting unless anduntil they receive those instructions or that clarification.

(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under therelevant Finance Document and unless a contrary indication appears in a Finance Document, any instructionsgiven to the Facility Agent or the Collateral Management Agent by the Majority Lenders shall override anyconflicting instructions given by any other Parties and will be binding on all Finance Parties save for theSecurity Agent.

(d) Each of the Facility Agent and the Collateral Management Agent may refrain from acting in accordancewith any instructions of any Lender or group of Lenders until it has received any indemnification and/orsecurity that it may in its discretion require (which may be greater in extent than that contained in the FinanceDocuments and which may include payment in advance) for any cost, loss or liability which it may incur incomplying with those instructions.

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(e) In the absence of instructions, each of the Facility Agent and the Collateral Management Agent may act (orrefrain from acting) as it considers to be in the best interest of the Lenders.

(f) The Facility Agent and the Collateral Management Agent are not authorised to act on behalf of a Lender(without first obtaining that Lender's consent) in any legal or arbitration proceedings relating to any FinanceDocument. This paragraph (f) shall not apply to any legal or arbitration proceeding relating to the perfection,presentation or protection of rights under the Transaction Security Documents or enforcement of theTransaction Security or Transaction Security Documents.

30.3 Duties of the Facility Agent and the Collateral Management Agent

(a) The duties of the Facility Agent and the Collateral Management Agent under the Finance Documents aresolely mechanical and administrative in nature.

(b) Subject to paragraph (c) below, each of the Facility Agent and the Collateral Management Agent shallpromptly forward to a Party the original or a copy of any document which is delivered to the Facility Agent orthe Collateral Management Agent for that Party by any other Party.

(c) Without prejudice to clause 27.7 (Copy of Transfer Certificate or Assignment Agreement to theCompany) paragraph (a) above shall not apply to any Transfer Certificate or any Assignment Agreement.

(d) Except where a Finance Document specifically provides otherwise, neither the Facility Agent and theCollateral Management Agent is obliged to review or check the adequacy, accuracy or completeness of anydocument it forwards to another Party.

(e) If the Facility Agent or the Collateral Management Agent receives notice from a Party referring to thisAgreement, describing a Default and stating that the circumstance described is a Default, it shall promptlynotify the other Finance Parties.

(f) If the Facility Agent or the Collateral Management Agent is aware of the non-payment of any principal,interest, commitment fee or other fee payable to a Finance Party (other than the Facility Agent, the CollateralManagement Agent, the Arranger or the Security Agent) under this Agreement it shall promptly notify theother Finance Parties.

(g) The Facility Agent shall provide to the Company within five (5) Business Days of a request by the Company(but no more frequently than once per calendar month), a list (which may be in electronic form) setting outthe names of the Lenders as at that Business Day, their respective Proposed Participations, the address andfax number (and the department or officer, if any, for whose attention any communication is to be made) ofeach Lender for any communication to be made or document to be delivered under or in connection with theFinance Documents, the electronic mail address and/or any other information required to enable the sendingand receipt of information by electronic mail or other electronic means to and by each Lender to whom anycommunication under or in connection with the Finance Documents may be made by that means and theaccount details of each Lender for any payment to be distributed by the Facility Agent to that Lender underthe Finance Documents.

(h) Each of the Facility Agent and the Collateral Management Agent shall have only those duties, obligations andresponsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and noothers shall be implied).

30.4 Role of the Arranger

Except as specifically provided in the Finance Documents, the Arrangers, the Co-Ordinator and the DocumentationBank shall not have any obligations of any kind to any other Party under or in connection with any Finance Document.

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30.5 No fiduciary duties

(a) Nothing in any Finance Document constitutes the Facility Agent, the Collateral Management Agent, the Co-Ordinator, the Documentation Bank and/or the Arranger as a trustee or fiduciary of any other person.

(b) None of the Facility Agent, the Collateral Management Agent, the Co-Ordinator, the Documentation Bank orthe Arranger shall be bound to account to any Lender for any sum or the profit element of any sum receivedby it for its own account.

30.6 Business with the Group

The Facility Agent, the Collateral Management Agent, the Co-Ordinator, the Documentation Bank and the Arrangermay accept deposits from, lend money to and generally engage in any kind of banking or other business with anymember of the Group.

30.7 Rights and discretions

(a) Each of the Facility Agent and the Collateral Management Agent may

(i) rely on any representation, communication, notice or document (including, without limitation, anynotice given by a Lender pursuant to paragraphs (b) or (c) of clause 28.2 (Disenfranchisement onDebt Purchase Transactions entered into by Parent Affiliates)) believed by it to be genuine, correctand appropriately authorised;

(ii) assume that:

(A) any instructions received by it from the Majority Lenders, any Lenders or any group ofLenders are duly given in accordance with the terms of the Finance Documents; and

(B) unless it has received notice of revocation, that those instructions have not been revoked;and

(iii) rely on a certificate from any person:

(A) as to any matter of fact or circumstance which might reasonably be expected to be withinthe knowledge of that person; or

(B) to the effect that such person approves of any particular dealing, transaction, step, action orthing,

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume thetruth and accuracy of that certificate.

(b) Each of the Facility Agent and the Collateral Management Agent may assume (unless it has received notice tothe contrary in its capacity as agent for the Lenders) that:

(i) no Default has occurred (unless it has actual knowledge of a Default arising under clause 26.1 (Non-payment));

(ii) any right, power, authority or discretion vested in any Party or any group of Lenders has not beenexercised;

(iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf ofand with the consent and knowledge of all the Obligors; and

(iv) no Notifiable Debt Purchase Transaction:



(A) has been entered into;

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(B) has been terminated; or

(C) has ceased to be with a Parent Affiliate.

(c) Each of the Facility Agent and the Collateral Management Agent may engage and pay for the advice orservices of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, each of the Facility Agentand the Collateral Management Agent may at any time engage and pay for the services of any lawyers to actas independent counsel to it (and so separate from any lawyers instructed by the Lenders) if it in its reasonableopinion deems this to be desirable.

(e) Each of the Facility Agent and the Collateral Management Agent may rely on the advice or services of anylawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by itor by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution invalue or any liability whatsoever arising as a result of its so relying.

(f) Each of the Facility Agent and the Collateral Management Agent may act in relation to the Finance Documentsthrough its officers, employees and agents and shall not:

(i) be liable for any error of judgment made by any such person; or

(ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct,omission or default on the part, of any such person,

unless such error or such loss was directly caused by its gross negligence or wilful misconduct.

(g) Unless a Finance Document expressly provides otherwise each of the Facility Agent and the CollateralManagement Agent may disclose to any other Party any information it reasonably believes it has received asagent under this Agreement.

(h) Notwithstanding any other provision of any Finance Document to the contrary, none of the Facility Agent, theCollateral Management Agent, the Co-Ordinator, the Documentation Bank or an Arranger is obliged to do oromit to do anything if it would, or might in its reasonable opinion, constitute a breach of any law or regulationor a breach of a fiduciary duty or duty of confidentiality.

(i) The Facility Agent is not obliged to disclose to any Finance Party any details of the rate notified to the FacilityAgent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of clause 13.2(Market Disruption).

(j) Notwithstanding any provision of any Finance Document to the contrary, neither the Facility Agent nor theCollateral Management Agent is obliged to expend or risk its own funds or otherwise incur any financialliability in the performance of its duties, obligations or responsibilities or the exercise of any right, power,authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnityagainst, or security for, such risk or liability is not reasonably assured to it.

30.8 Responsibility for documentation

None of the Facility Agent, the Collateral Management Agent, the Co-Ordinator, the Documentation Bank or anArranger is responsible or liable for:

(a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the FacilityAgent, the Collateral Management Agent, the Co-Ordinator, the Documentation Bank, an Arranger, an Obligoror any other person in or in connection

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with any Finance Document or the Information Memorandum or the transactions contemplated in the FinanceDocuments or any other agreement, arrangement or document entered into made or executed in anticipationof, under or in connection with any Finance Document;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the TransactionSecurity or any other agreement, arrangement or document entered into, made or executed in anticipation of,under or in connection with any Finance Document or the Transaction Security; or

(c) any determination as to whether any information provided or to be provided to any Finance Party is non-publicinformation the use of which may be regulated or prohibited by applicable law or regulation relating to insiderdealing or otherwise.

30.9 No duty to monitor

Neither the Facility Agent nor the Collateral Management Agent shall be bound to enquire:

(a) whether or not any Default has occurred;

(b) as to the performance, default or any breach by any Party of its obligations under any Finance Document; or

(c) whether any other event specified in any Finance Document has occurred.

30.10 Exclusion of liability

(a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Documentexcluding or limiting the liability of the Facility Agent or the Collateral Management Agent, neither theFacility Agent nor the Collateral Management Agent will be liable (including, without limitation, fornegligence or any other category of liability whatsoever) for:

(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoeverarising as a result of taking or not taking any action under or in connection with any FinanceDocument or the Transaction Security, unless directly caused by its gross negligence or wilfulmisconduct;

(ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connectionwith, any Finance Document, the Transaction Security or any other agreement, arrangement ordocument entered into, made or executed in anticipation of, under or in connection with, any FinanceDocument or the Transaction Security; or

(iii) without prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs or losses toany person, any diminution in value or any liability whatsoever arising as a result of:

(A) any act, event or circumstance not reasonably within its control; or

(B) the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in valueor liability arising as a result of: nationalisation, expropriation or other governmental actions; anyregulation, currency restriction, devaluation or fluctuation; market conditions affecting the executionor settlement of transactions or the value of assets (including any Disruption Event); breakdown,failure or malfunction of any third party transport, telecommunications, computer services or

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systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes orindustrial action.

(b) No Party (other than the Facility Agent) may take any proceedings against any officer, employee or agent ofthe Facility Agent, in respect of any claim it might have against the Facility Agent or in respect of any act oromission of any kind by that officer, employee or agent in relation to any Finance Document and any officer,employee or agent of the Facility Agent may rely on this clause subject to clause 1.4 (Third party rights) andthe provisions of the Third Parties Act.

(c) No Party (other than the Collateral Management Agent) may take any proceedings against any officer,employee or agent of the Collateral Management Agent, in respect of any claim it might have against theCollateral Management Agent or in respect of any act or omission of any kind by that officer, employee oragent in relation to any Finance Document and any officer, employee or agent of the Collateral ManagementAgent may rely on this clause subject to clause 1.4 (Third party rights) and the provisions of the Third PartiesAct.

(d) Neither the Facility Agent nor the Collateral Management Agent will be liable for any delay (or any relatedconsequences) in crediting an account with an amount required under the Finance Documents to be paid by itif it has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operatingprocedures of any recognised clearing or settlement system used by it for that purpose.

(e) Nothing in this Agreement shall oblige the Facility Agent, the Collateral Management Agent, the Co-Ordinator, the Documentation Bank or an Arranger to carry out:

(i) any "know your customer" or other checks in relation to any person; or

(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawfulfor any Lender,

on behalf of any Lender and each Lender confirms to the Facility Agent, the Collateral Management Agent, theCo-Ordinator, the Documentation Bank and the Arrangers that it is solely responsible for any such checks it isrequired to carry out and that it may not rely on any statement in relation to such checks made by the FacilityAgent, the Collateral Management Agent, the Co-Ordinator, the Documentation Bank or the Arrangers.

(f) Without prejudice to any provision of any Finance Document excluding or limiting either the FacilityAgent's or the Collateral Management Agent's liability, any liability of the Facility Agent or the CollateralManagement Agent arising under or in connection with any Finance Document or the Transaction Securityshall be limited to the amount of actual loss which has been finally judicially determined to have been suffered(as determined by reference to the date of default of the Facility Agent or the Collateral Management Agentor, if later, the date on which the loss arises as a result of such default) but without reference to any specialconditions or circumstances known to the Facility Agent or the Collateral Management Agent at any timewhich increase the amount of that loss. In no event shall the Facility Agent or the Collateral ManagementAgent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or forspecial, punitive, indirect or consequential damages, whether or not the Facility Agent has been advised of thepossibility of such loss or damages.

30.11 Lenders' indemnity to the Facility Agent and the Collateral Management Agent

(a) Each Lender shall (in proportion to its share of the Total Proposed Participations or, if the Total ProposedParticipations are then zero, to its share of the Total Proposed Participations immediately prior to theirreduction to zero) indemnify the Facility Agent and the Collateral Management Agent, within three (3)Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence orany other category of liability whatsoever) incurred by the Facility Agent and the Collateral

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Management Agent (as the case may be) (otherwise than by reason of the Facility Agent's and the CollateralManagement Agent's (as the case may be) gross negligence or wilful misconduct) (or, in the case of any cost,loss or liability pursuant to clause 34.11 (Disruption to Payment Systems etc.) notwithstanding the FacilityAgent's and the Collateral Management Agent's (as the case may be) negligence, gross negligence or anyother category of liability whatsoever but not including any claim based on the fraud of the Facility Agent orthe Collateral Management Agent (as the case may be) in acting as Facility Agent or Collateral ManagementAgent under the Finance Documents (unless the Facility Agent or the Collateral Management Agent (as thecase may be) has been reimbursed by an Obligor pursuant to a Finance Document).

(b) Subject to paragraph (c) below, the Company shall immediately on demand reimburse any Lender for anypayment that Lender makes to the Facility Agent or the Collateral Management Agent pursuant to paragraph(a) above.

(c) Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lenderclaims reimbursement relates to a liability of the Facility Agent or the Collateral Management Agent to anObligor.

30.12 Resignation of the Facility Agent and the Collateral Management Agent

(a) The Facility Agent and/or the Collateral Management Agent may resign and appoint one of their respectiveAffiliates acting through an office in the Netherlands as successor by giving notice to the Lenders and theCompany.

(b) Alternatively the Facility Agent and/or the Collateral Management Agent may resign by giving thirty (30)days' notice to the Lenders and the Company, in which case the Majority Lenders (after consultation with theCompany) may appoint a successor Facility Agent and/or the Collateral Management Agent (as the case maybe).

(c) If the Majority Lenders have not appointed a successor Facility Agent and/or the Collateral ManagementAgent in accordance with paragraph (b) above within twenty (20) days after notice of resignation was given,the retiring Facility Agent and/or the Collateral Management Agent (as the case may be) (after consultationwith the Company) may appoint a successor Facility Agent and/or Collateral Management Agent (as the casemay be) (acting through an office in the Netherlands).

(d) If the Facility Agent or the Collateral Management Agent wishes to resign because (acting reasonably) it hasconcluded that it is no longer appropriate for it to remain as agent and the Facility Agent or the CollateralManagement Agent is entitled to appoint a successor under paragraph (c) above, it may (if it concludes(acting reasonably) that it is necessary to do so in order to persuade the proposed successor Facility Agent orCollateral Management Agent to become a party to this Agreement in such capacity) agree with the proposedsuccessor amendments to this clause 30 and any other term of this Agreement dealing with the rights orobligations of the Facility Agent or Collateral Management Agent (as the case may be) consistent with thencurrent market practice for the appointment and protection of corporate trustees together with any reasonableamendments to the agency fee payable under this Agreement which are consistent with the successor FacilityAgent's or Collateral Management Agent's normal fee rates and those amendments will bind the Parties. Anyamendments relating to matters which are not merely technical or administrative and/or relating to agency feesshall be subject to the prior consent of the Majority Lenders.

(e) The retiring Facility Agent and/or Collateral Management Agent shall make available to the successorsuch documents and records and provide such assistance as the successor may reasonably request for thepurposes of performing its functions as Facility Agent and/or Collateral Management Agent under the FinanceDocuments. The Company shall, within three (3) Business Days of demand, reimburse the retiring FacilityAgent and/or Collateral Management Agent for the amount of all costs and expenses

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(including legal fees) properly incurred by it in making available such documents and records and providingsuch assistance.

(f) The Facility Agent's or the Collateral Management Agent's resignation notice shall only take effect upon theappointment of a successor.

(g) Upon the appointment of a successor, the retiring Facility Agent and/or Collateral Management Agent shall bedischarged from any further obligation in respect of the Finance Documents (other than its obligations underparagraph (e) above) but shall remain entitled to the benefit of clause 17.3 (Indemnity to the Facility Agentand/or Collateral Management Agent) and this clause 30 (and any agency fees for the account of the retiringFacility Agent and/or Collateral Management Agent (as the case may be) shall cease to accrue from (andshall be payable on) that date). Any successor and each of the other Parties shall have the same rights andobligations amongst themselves as they would have had if such successor had been an original Party.

(h) The Facility Agent shall resign in accordance with clause 30.12 above (and, to the extent applicable, shall usereasonable endeavours to appoint a successor pursuant to such clause) if on or after the date which is three (3)months before the earliest FATCA Application Date relating to any payment to the Facility Agent under theFinance Documents, either:

(i) the Facility Agent fails to respond to a request under clause 15.7 (FATCA Information) and theCompany or a Lender reasonably believes that the Facility Agent will not be (or will have ceased tobe) a FATCA Exempt Party on or after that FATCA Application Date;

(ii) the information supplied by the Facility Agent pursuant to clause 15.7 (FATCA Information) indicatesthat the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after thatFATCA Application Date; or

(iii) the Facility Agent notifies the Company and the Lenders that the Facility Agent will not be (or willhave ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) the Company or a Lender reasonably believes that a Party will be required to make a FATCADeduction that would not be required if the Facility Agent were a FATCA Exempt Party, and the Company or thatLender, by notice to the Facility Agent, requires it to resign.

30.13 Replacement of the Facility Agent or Collateral Management Agent

(a) After consultation with the Company, the Majority Lenders may, by giving thirty (30) days' notice to theFacility Agent or Collateral Management Agent (as the case may be) (or, in respect of the Facility Agent, atany time the Facility Agent is an Impaired Agent, by giving any shorter notice determined by the MajorityLenders) replace the Facility Agent or Collateral Management Agent (as the case may be) by appointing asuccessor.

(b) The retiring Facility Agent or Collateral Management Agent (as the case may be) shall (at its own cost ifit is an Impaired Agent and otherwise at the expense of the Lenders) make available to its successor suchdocuments and records and provide such assistance as the successor may reasonably request for the purposesof performing its functions as Facility Agent or Collateral Management Agent (as the case may be) under theFinance Documents.

(c) The appointment of the successor Facility Agent or Collateral Management Agent (as the case may be) shalltake effect on the date specified in the notice from the Majority Lenders to the retiring Facility Agent orCollateral Management Agent (as the case may be). As from this date, the retiring Facility Agent or CollateralManagement Agent (as the case may be) shall be discharged from any further obligation in respect of theFinance

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Documents (other than its obligations under paragraph (b) above) but shall remain entitled to the benefit ofclause 17.3 (Indemnity to the Facility Agent or Collateral Management Agent) and this clause 30 (and anyagency fees for the account of the retiring Facility Agent or Collateral Management Agent (as the case maybe) shall cease to accrue from (and shall be payable on) that date).

(d) Any successor Facility Agent or Collateral Management Agent (as the case may be) and each of the otherParties shall have the same rights and obligations amongst themselves as they would have had if suchsuccessor had been an original Party.

30.14 Confidentiality

(a) In acting as agent for the Finance Parties, the Facility Agent and Collateral Management Agent (as the casemay be) shall be regarded as acting through its agency or collateral management division (as applicable),which shall be treated as a separate entity from any other of its divisions or departments.

(b) If information is received by another division or department of the Facility Agent or Collateral ManagementAgent (as the case may be), it may be treated as confidential to that division or department and the FacilityAgent or Collateral Management Agent (as the case may be) shall not be deemed to have notice of it.

(c) Notwithstanding any other provision of any Finance Document to the contrary, none of the Facility Agent,the Collateral Management Agent, the Co-Ordinator, the Documentation Bank nor the Arrangers is obligedto disclose to any other person (i) any confidential information or (ii) any other information if the disclosurewould, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciaryduty.

30.15 Relationship with the Lenders

(a) Subject to clause 27.9 (Pro rata interest settlement), each of the Facility Agent and Collateral ManagementAgent may treat the person shown in its records as Lender at the opening of business (in the place of theFacility Agent or Collateral Management Agent (as the case may be) principal office as notified to the FinanceParties from time to time) as the Lender acting through its Facility Office:

(i) entitled to or liable for any payment due under any Finance Document on that day; and

(ii) entitled to receive and act upon any notice, request, document or communication or make anydecision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five (5) Business Days' prior notice from that Lender to the contrary inaccordance with the terms of this Agreement.

(b) Each Lender shall supply the Facility Agent with any information required by the Facility Agent in order tocalculate the Mandatory Cost in accordance with Schedule 4 (Mandatory Cost formula).

(c) Any Lender may by notice to the Facility Agent and Collateral Management Agent appoint a person toreceive on its behalf all notices, communications, information and documents to be made or despatched tothat Lender under the Finance Documents. Such notice shall contain the address, fax number and (wherecommunication by electronic mail or other electronic means is permitted under clause 36.6 (Electroniccommunication)) electronic mail address and/or any other information required to enable the sending andreceipt of information by that means (and, in each case, the department or officer, if any, for whose attentioncommunication is to be made) and be treated as a notification of a substitute address, fax number, electronicmail address, department and officer by that

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Lender for the purposes of clause 36.2 (Addresses) and paragraph (a)(ii) of clause 36.6 (Electroniccommunication) and the Facility Agent and Collateral Management Agent shall be entitled to treat such personas the person entitled to receive all such notices, communications, information and documents as though thatperson were that Lender.

30.16 Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with anyFinance Document, each Lender confirms to the Facility Agent, the Collateral Management Agent, the DocumentationBank and the Arranger that it has been, and will continue to be, solely responsible for making its own independentappraisal and investigation of all risks arising under or in connection with any Finance Document including but notlimited to:

(a) the financial condition, status and nature of each member of the Group;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the TransactionSecurity and any other agreement, arrangement or document entered into, made or executed in anticipation of,under or in connection with any Finance Document or the Transaction Security;

(c) whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of itsrespective assets under or in connection with any Finance Document, the Transaction Security, the transactionscontemplated by the Finance Documents or any other agreement, arrangement or document entered into, madeor executed in anticipation of, under or in connection with any Finance Document or the Transaction Security;

(d) the adequacy, accuracy or completeness of the Information Memorandum, the Reports and any otherinformation provided by the Facility Agent, the Collateral Management Agent, any Party or by any otherperson under or in connection with any Finance Document, the transactions contemplated by any FinanceDocument or any other agreement, arrangement or document entered into, made or executed in anticipationof, under or in connection with any Finance Document; and

(e) the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, thepriority of any of the Transaction Security or the existence of any Security affecting the Charged Property.

30.17 Compliance appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection withany compliance issues, each Lender confirms to the Facility Agent and the Collateral Management Agent that it hasbeen, and will continue to be, solely responsible for making its own independent appraisal and investigation of allcompliance related risks arising under or in connection with any activities of the Obligors, the Spanish Pledgor and theSouth African Pledge Counterparties including but not limited to:

(a) activities in the Sensitive Zones;

(b) any Utilisation of an Ancillary Facility by a Facility C Lender affected by compliance related matters; and

(c) the adequacy, accuracy or completeness of any information the Facility Agent or the Collateral ManagementAgent may (but has no obligation to) communicate to a Lender in relation to a counterparty (whether supplieror purchaser), products, origins or nature of a transaction.

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30.18 Reference Banks

If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be aLender, the Facility Agent shall (in consultation with the Company) appoint another Lender or an Affiliate of a Lenderto replace that Reference Bank.

30.19 Facility Agent's and Collateral Management Agent's management time

(a) Any amount payable to the Facility Agent or the Collateral Management Agent under clause 17.3 (Indemnityto the Facility Agent or Collateral Management Agent), clause 19 (Costs and expenses) and clause 30.11(Lenders' indemnity to the Facility Agent and the Collateral Management Agent) shall include the cost ofutilising the Facility Agent's or Collateral Management Agent's (as the case may be) management time or otherresources and will be calculated on the basis of such reasonable daily or hourly rates as the Facility Agent orthe Collateral Management Agent (as the case may be) may notify to the Company and the Lenders, and is inaddition to any fee paid or payable to the Facility Agent or the Collateral Management Agent under clause 14(Fees).

(b) Any cost of utilising the Facility Agent's or Collateral Management Agent's (as the case may be) managementtime or other resources shall include, without limitation, any such costs in connection with clause 28.2(Disenfranchisement on Debt Purchase Transactions entered into by Parent Affiliates).

30.20 Deduction from amounts payable by the Facility Agent

If any Party owes an amount to the Facility Agent or the Collateral Management Agent under the Finance Documentsthe Facility Agent or the Collateral Management Agent (as the case may be) may, after giving notice to that Party,deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent or the CollateralManagement Agent (as the case may be) would otherwise be obliged to make under the Finance Documents and applythe amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents thatParty shall be regarded as having received any amount so deducted.

31. The Security Agent

31.1 Security Agent as trustee

(a) The Security Agent declares that it holds the Transaction Security on trust for the Secured Parties on theterms contained in this Agreement. For the purpose of the Moroccan Pledge, the Security Agent is irrevocablyappointed by the Secured Parties as their agent for the purpose of executing the Moroccan Pledge, and toregister, manage and enforce the Moroccan Pledge on the terms of this clause 31.

(b) Each of the Facility Agent, the Collateral Management Agent, the Co-Ordinator, the Documentation Bank, theArrangers and each Lender authorises the Security Agent to perform the duties, obligations and responsibilitiesand to exercise the rights, powers, authorities and discretions specifically given to the Security Agent underor in connection with the Finance Documents and any Multi-Party TPA Agreement together with any otherincidental rights, powers, authorities and discretions.

31.2 Parallel debt (Covenant to pay the Security Agent)

(a) Notwithstanding any other provision of this Agreement, each Obligor hereby irrevocably and unconditionallyundertakes to pay to the Security Agent, as creditor in its own right and not as representative of the otherSecured Parties, sums equal to and in the currency of each amount payable by the Obligors to each of theSecured Parties under each of the Finance Documents as and when that amount falls due for payment underthe relevant Finance Document or would have fallen due but for any discharge resulting from failure ofanother Secured Party to take appropriate steps, in insolvency proceedings affecting the Obligor, to preserveits entitlement to be paid that amount.

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(b) The Security Agent shall have its own independent right to demand payment of the amounts payable by theObligors under this clause 31.2 irrespective of any discharge of the Obligor's obligation to pay those amountsto the other Secured Parties resulting from failure by them to take appropriate steps, in insolvency proceedingsaffecting the Obligor, to preserve their entitlement to be paid those amounts.

(c) Any amount due and payable by an Obligor to the Security Agent under this clause 31.2 shall be decreasedto the extent that the other Secured Parties have received (and are able to retain) payment in full of thecorresponding amount under the other provisions of the Finance Documents and any amount due and payableby the Obligors to the other Secured Parties under those provisions shall be decreased to the extent that theSecurity Agent has received (and is able to retain) payment in full of the corresponding amount under thisclause 31.2.

31.3 Enforcement through Security Agent only

The Secured Parties shall not have any independent power to enforce, or have recourse to, any of the TransactionSecurity or to exercise any right, power, authority or discretion arising under the Transaction Security Documentsexcept through the Security Agent.

If any Secured Party (other than the Security Agent) is a party to any of the Spanish Pledges it shall promptly uponbeing requested by the Facility Agent to do so grant a power of attorney or other sufficient authority to the SecurityAgent to enable the Security Agent to exercise any rights, discretions or powers or to grant any consents or releasesunder such Spanish Pledges.

31.4 Instructions

(a) The Security Agent shall:

(i) subject to paragraphs (d) and (e) below exercise or refrain from exercising any right, power, authorityor discretion vested in it as Security Agent in accordance with any instructions given to it by theMajority Lenders (or the Facility Agent on their behalf);

(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph(i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group ofLenders in accordance with instructions given to it by that Lender or group of Lenders).

(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from theMajority Lenders (or the Facility Agent on their behalf) (or, if this Agreement stipulates the matter is a decisionfor any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in whatmanner, it should exercise or refrain from exercising any right, power, authority or discretion and the SecurityAgent may refrain from acting unless and until it receives those instructions or that clarification.

(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under thisAgreement and unless a contrary intention appears in this Agreement, any instructions given to the SecurityAgent by the Majority Lenders shall override any conflicting instructions given by any other Parties and willbe binding on all Secured Parties.

(d) Paragraph (a) above shall not apply:

(i) where a contrary indication appears in this Agreement;

(ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specifiedaction; or

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(iii) in respect of any provision which protects the Security Agent's own position in its personal capacityas opposed to its role of Security Agent for the Secured Parties including, without limitation, clauses31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) toclause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28(Disapplication of Trustee Acts).

(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group ofLenders until it has received any indemnification and/or security that it may in its discretion require (whichmay be greater in extent than that contained in the Finance Documents and which may include payment inadvance) for any cost, loss or liability (together with any associated VAT) which it may incur in complyingwith those instructions.

(f) Without prejudice to the provisions of the remainder of this clause 31.4, in the absence of instructions, theSecurity Agent may act (or refrain from acting) as it considers in its discretion to be appropriate.

31.5 Duties of the Security Agent

(a) The Security Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

(b) The Security Agent shall promptly:

(i) forward to the Facility Agent a copy of any document received by the Security Agent from anyObligor, the Spanish Pledgor or any South African Pledge Counterparty under any FinanceDocument; and

(ii) forward to a Party the original or a copy of any document which is delivered to the Security Agentfor that Party by any other Party.

(c) Except where a Finance Document specifically provides otherwise, the Security Agent is not obliged to reviewor check the adequacy, accuracy or completeness of any document it forwards to another Party.

(d) If the Security Agent receives notice from a Party referring to any Finance Document, describing a Defaultand stating that the circumstance described is a Default, it shall promptly notify the Lenders.

(e) The Security Agent shall have only those duties, obligations and responsibilities expressly specified in theFinance Documents to which it is expressed to be a party (and no others shall be implied).

31.6 No fiduciary duties to Obligors

Nothing in this agreement constitutes the Security Agent as an agent, trustee or fiduciary of any Obligor.

31.7 No duty to account

The Security Agent shall not be bound to account to any other Secured Party for any sum or the profit element of anysum received by it for its own account.

31.8 Business with the Group

The Security Agent may accept deposits from, lend money to and generally engage in any kind of banking or otherbusiness with any member of the Group.

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31.9 Rights and discretions

(a) The Security Agent may:

(i) rely on any representation, communication, notice or document believed by it to be genuine, correctand appropriately authorised;

(ii) assume that:

(A) any instructions received by it from the Majority Lenders, the Lenders or any group ofLenders are duly given in accordance with the terms of the Finance Documents;

(B) unless it has received actual notice of revocation, that those instructions have not beenrevoked; and

(C) if it receives any instructions to act in relation to the Transaction Security, that all applicableconditions under the Finance Documents for so acting have been satisfied; and

(iii) rely on a certificate from any person:

(A) as to any matter of fact or circumstance which might reasonably be expected to be withinthe knowledge of that person; or

(B) to the effect that such person approves of any particular dealing, transaction, step, action orthing,

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume thetruth and accuracy of that certificate.

(b) The Security Agent may assume (unless it has received notice to the contrary in its capacity as security trusteefor the Secured Parties) that:

(i) no Default has occurred;

(ii) any right, power, authority or discretion vested in any Party or any group of Lenders has not beenexercised; and

(iii) any notice made by the Company is made on behalf of and with the consent and knowledge of all theObligors.

(c) The Security Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers,surveyors or other professional advisers or experts.

(d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Security Agent may atany time engage and pay for the services of any lawyers to act as independent counsel to the Security Agent(and so separate from any lawyers instructed by the Lenders and/or the Facility Agent) if the Security Agentin its reasonable opinion deems this to be desirable.

(e) The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors orother professional advisers or experts (whether obtained by the Security Agent or by any other Secured Party)and shall not be responsible or liable for any losses to any person, any diminution in value or any liabilityarising as a result of its so relying.

(f) The Security Agent, any Receiver and any Delegate may act in relation to the Finance Documents and theTransaction Security through its officers, employees and agents and shall not:

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(i) be liable for any error of judgment made by any such person; or

(ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct,omission or default on the part of any such person,

unless such error or such loss was directly caused by the Security Agent's, Receiver's or Delegate's grossnegligence or wilful misconduct.

(g) Unless this Agreement expressly specifies otherwise, the Security Agent may disclose to any other Party anyinformation it reasonably believes it has received as security trustee under this Agreement.

(h) Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent is notobliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of anylaw or regulation or a breach of a fiduciary duty or duty of confidentiality.

(i) Notwithstanding any provision of any Finance Document to the contrary, the Security Agent is not obligedto expend or risk its own funds or otherwise incur any financial liability in the performance of its duties,obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds forbelieving the repayment of such funds or adequate indemnity against, or security for, such risk or liability isnot reasonably assured to it.

31.10 Responsibility for documentation

None of the Security Agent, any Receiver nor any Delegate is responsible or liable for:

(a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the SecurityAgent, an Obligor or any other person in or in connection with any Finance Document or the transactionscontemplated in the Finance Documents or any other agreement, arrangement or document entered into, madeor executed in anticipation of, under or in connection with any Finance Document;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the TransactionSecurity or any other agreement, arrangement or document entered into, made or executed in anticipation of,under or in connection with any Finance Document or the Transaction Security; or

(c) any determination as to whether any information provided or to be provided to any Secured Party is non-publicinformation the use of which may be regulated or prohibited by applicable law or regulation relating to insiderdealing or otherwise.

31.11 No duty to monitor

The Security Agent shall not be bound to enquire:

(a) whether or not any Default has occurred;

(b) as to the performance, default or any breach by any Party of its obligations under any Finance Document; or

(c) whether any event specified in any Finance Document has occurred.

31.12 Exclusion of liability

(a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Documentexcluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the Security Agent,any Receiver nor any Delegate will be liable for:

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(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoeverarising as a result of taking or not taking any action under or in connection with any FinanceDocument or the Transaction Security unless directly caused by its gross negligence or wilfulmisconduct;

(ii) exercising or not exercising any right, power, authority or discretion given to it by, or in connectionwith, any Finance Document, the Transaction Security or any other agreement, arrangement ordocument entered into, made or executed in anticipation of, under or in connection with, any FinanceDocument or the Transaction Security;

(iii) any shortfall which arises on the enforcement or realisation of the Transaction Security; or

(iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs, losses,diminution in value or liability whatsoever arising as a result of:

(A) any act, event or circumstance not reasonably within its control; or

(B) the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in valueor liability arising as a result of: nationalisation, expropriation or other governmental actions; anyregulation, currency restriction, devaluation or fluctuation; market conditions affecting the executionor settlement of transactions or the value of assets; breakdown, failure or malfunction of any thirdparty transport, telecommunications, computer services or systems; natural disasters or acts of God;war, terrorism, insurrection or revolution; or strikes or industrial action.

(b) No Party (other than the Security Agent, that Receiver or that Delegate (as applicable)) may take anyproceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respectof any claim it might have against the Security Agent, a Receiver or a Delegate or in respect of any actor omission of any kind by that officer, employee or agent in relation to any Finance Document or anyTransaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate mayrely on this clause subject to clause 1.4 (Third party rights) and the provisions of the Third Parties Act.

(c) Nothing in this Agreement shall oblige the Security Agent to carry out:

(i) any "know your customer" or other checks in relation to any person; or

(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawfulfor any other Secured Party,

on behalf of any other Secured Party and each other Secured Party confirms to the Security Agent that it issolely responsible for any such checks it is required to carry out and that it may not rely on any statement inrelation to such checks made by the Security Agent.

(d) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the SecurityAgent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under orin connection with any Finance Document or the Transaction Security shall be limited to the amount of actualloss which has been finally judicially determined to have been suffered (as determined by reference to the dateof default of the Security Agent, Receiver or Delegate (as the case may be) or, if later, the date on which theloss arises as a result of such default) but without reference to any special conditions or circumstances knownto the Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that

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loss. In no event shall the Security Agent, any Receiver or Delegate be liable for any loss of profits, goodwill,reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequentialdamages, whether or not the Security Agent, Receiver or Delegate (as the case may be) has been advised ofthe possibility of such loss or damages.

31.13 Lenders' indemnity to the Security Agent

(a) Each Lender shall (in the proportion that its Proposed Participations bear to the Total Proposed Participationsfor the time being (or, if the Total Proposed Participations are zero, immediately prior to their being reducedto zero)), indemnify the Security Agent and every Receiver and every Delegate, within three (3) BusinessDays of demand, against any cost, loss or liability incurred by any of them (otherwise than by reason of therelevant Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct) in acting as SecurityAgent, Receiver or Delegate under, or exercising any authority conferred under, the Debt Documents (unlessthe relevant Security Agent, Receiver or Delegate has been reimbursed by an Obligor pursuant to a FinanceDocument).

(b) Subject to paragraph (c) below, the Company shall immediately on demand reimburse any Lender for anypayment that Lender makes to the Security Agent pursuant to paragraph (a) above.

(c) Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lenderclaims reimbursement relates to a liability of the Security Agent to an Obligor.

31.14 Resignation of the Security Agent

(a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Lendersand the Company.

(b) Alternatively the Security Agent may resign by giving thirty (30) days' notice to the Lenders and the Company,in which case the Majority Lenders may appoint a successor Security Agent.

(c) If the Majority Lenders have not appointed a successor Security Agent in accordance with paragraph (b) abovewithin twenty (20) days after notice of resignation was given, the retiring Security Agent (after consultationwith the Facility Agent) may appoint a successor Security Agent.

(d) The retiring Security Agent shall make available to the successor Agent such documents and records andprovide such assistance as the successor Security Agent may reasonably request for the purposes of performingits functions as Security Agent under the Finance Documents. The Company shall, within three (3) BusinessDays of demand, reimburse the retiring Security Agent for the amount of all costs and expenses (includinglegal fees) properly incurred by it in making available such documents and records and providing suchassistance.

(e) The Security Agent's resignation notice shall only take effect upon:

(i) the appointment of a successor; and

(ii) the transfer of all the Transaction Security to that successor.

(f) Upon the appointment of a successor, the retiring Security Agent shall be discharged from any furtherobligation in respect of the Finance Documents (other than its obligations under paragraph (b) of clause 31.26(Winding up of trust) and paragraph (d) above) but shall remain entitled to the benefit of this clause 31 andclause 17.4 (Indemnity to the Security Agent) (and any Security Agent fees for the account of the retiringSecurity Agent shall cease to accrue from (and shall be payable on) that date). Any successor

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and each of the other Parties shall have the same rights and obligations amongst themselves as they wouldhave had if that successor had been an original Party.

(g) The Majority Lenders may, by notice to the Security Agent, require it to resign in accordance with paragraph(b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above.

31.15 Confidentiality

(a) In acting as trustee for the Secured Parties, the Security Agent shall be regarded as acting through its trusteedivision which shall be treated as a separate entity from any other of its divisions or departments.

(b) If information is received by another division or department of the Security Agent, it may be treated asconfidential to that division or department and the Security Agent shall not be deemed to have notice of it.

(c) Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent is notobliged to disclose to any other person (i) any confidential information or (ii) any other information if thedisclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breachof a fiduciary duty.

31.16 Information from the Lenders

Each Lender shall supply the Security Agent with any information that the Security Agent may reasonably specify asbeing necessary or desirable to enable the Security Agent to perform its functions as Security Agent.

31.17 Credit appraisal by the Secured Parties

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection withany Finance Document, each Secured Party confirms to the Security Agent that it has been, and will continue to be,solely responsible for making its own independent appraisal and investigation of all risks arising under or in connectionwith any Finance Document including but not limited to:

(a) the financial condition, status and nature of each member of the Group;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the TransactionSecurity and any other agreement, arrangement or document entered into, made or executed in anticipation of,under or in connection with any Finance Document or the Transaction Security;

(c) whether that Secured Party has recourse, and the nature and extent of that recourse, against any Party orany of its respective assets under or in connection with any Finance Document, the Transaction Security,the transactions contemplated by the Finance Documents or any other agreement, arrangement or documententered into, made or executed in anticipation of, under or in connection with any Finance Document or theTransaction Security;

(d) the adequacy, accuracy or completeness of any information provided by the Security Agent, any Party orby any other person under or in connection with any Finance Document, the transactions contemplated byany Finance Document or any other agreement, arrangement or document entered into, made or executed inanticipation of, under or in connection with any Finance Document; and

(e) the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, thepriority of any of the Transaction Security or the existence of any Security affecting the Charged Property.

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31.18 Reliance and engagement letters

The Security Agent may obtain and rely on any certificate or report from any Obligor's auditor and may enter into anyreliance letter or engagement letter relating to that certificate or report on such terms as it may consider appropriate(including, without limitation, restrictions on the auditor's liability and the extent to which that certificate or report maybe relied on or disclosed).

31.19 No responsibility to perfect Transaction Security

The Security Agent shall not be liable for any failure to:

(a) require the deposit with it of any deed or document certifying, representing or constituting the title of anyObligor or the Spanish Pledgor to any of the Charged Property;

(b) obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability oradmissibility in evidence of any Finance Document or the Transaction Security;

(c) register, file or record or otherwise protect any of the Transaction Security (or the priority of any of theTransaction Security) under any law or regulation or to give notice to any person of the execution of anyFinance Document or of the Transaction Security;

(d) take, or to require any Obligor or the Spanish Pledgor to take, any step to perfect its title to any of the ChargedProperty or to render the Transaction Security effective or to secure the creation of any ancillary Securityunder any law or regulation; or

(e) require any further assurance in relation to any Transaction Security Document.

31.20 Insurance by Security Agent

(a) The Security Agent shall not be obliged:

(i) to insure any of the Charged Property;

(ii) to require any other person to maintain any insurance; or

(iii) to verify any obligation to arrange or maintain insurance contained in any Finance Document.

and the Security Agent shall not be liable for any damages, costs or losses to any person as a result of the lackof, or inadequacy of, any such insurance.

(b) Where the Security Agent is named on any insurance policy as an insured party, it shall not be liable for anydamages, costs or losses to any person as a result of its failure to notify the insurers of any material fact relatingto the risk assumed by such insurers or any other information of any kind, unless the Majority Lenders requestit to do so in writing and the Security Agent fails to do so within fourteen (14) days after receipt of that request.

31.21 Custodians and nominees

The Security Agent may appoint and pay any person to act as a custodian or nominee on any terms in relation to anyasset of the trust as the Security Agent may determine, including for the purpose of depositing with a custodian thisAgreement or any document relating to the trust created under this Agreement and the Security Agent shall not beresponsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct,omission or default on the part of any person appointed by it under this Agreement or be bound to supervise theproceedings or acts of any person.

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31.22 Delegation by the Security Agent

(a) Each of the Security Agent, any Receiver and any Delegate may, at any time, delegate by power of attorney orotherwise to any person for any period, all or any right, power, authority or discretion vested in it as SecurityAgent, Receiver or Delegate.

(b) That delegation may be made upon any terms and conditions (including the power to sub-delegate) and subjectto any restrictions that the Security Agent, that Receiver or that Delegate (as the case may be) may, in itsdiscretion, think fit in the interests of the Secured Parties.

(c) The Security Agent, Receiver or Delegate shall not be bound to supervise, or be in any way responsible forany loss incurred by reason of any misconduct, omission or default on the part of, any such delegate or sub-delegate.

31.23 Additional Security Agents

(a) The Security Agent may at any time appoint (and subsequently remove) any person to act as a separate trusteeor as a co-trustee jointly with it:

(i) if it considers that appointment to be in the interests of the Secured Parties; or

(ii) for the purposes of conforming to any legal requirement, restriction or condition which the SecurityAgent deems to be relevant; or

(iii) for obtaining or enforcing any judgment in any jurisdiction,

and the Security Agent shall give prior notice to the Company and the Lenders of that appointment.

(b) Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding those givento the Security Agent under or in connection with the Finance Documents) and the duties, obligations andresponsibilities that are given or imposed by the instrument of appointment.

(c) The remuneration that the Security Agent may pay to that person, and any costs and expenses (together withany applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, forthe purposes of this Agreement, be treated as costs and expenses incurred by the Security Agent.

31.24 Acceptance of title

The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right andtitle that any Obligor or the Spanish Pledgor may have to any of the Charged Property and shall not be liable for, orbound to require any Obligor or the Spanish Pledgor to remedy, any defect in its right or title.

31.25 Releases

Upon a disposal of any of the Charged Property pursuant to the enforcement of the Transaction Security by a Receiveror the Security Agent, the Security Agent is irrevocably authorised (at the cost of the Obligors and without any consent,sanction, authority or further confirmation from any other Secured Party) release, without recourse or warranty, thatproperty from the Transaction Security, any release of the Transaction Security or other claim over that asset and toissue any certificates of non-crystallisation of floating charges that may be required or desirable.

31.26 Winding up of trust

If the Security Agent, with the approval of the Facility Agent, determines that:

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(a) all of the Secured Obligations and all other obligations secured by the Transaction Security Documents havebeen fully and finally discharged; and

(b) no Secured Party is under any commitment, obligation or liability (actual or contingent) to make advances orprovide other financial accommodation to any Obligor pursuant to the Finance Documents,

then:

(i) the trusts set out in this Agreement shall be wound up and the Security Agent shall release, withoutrecourse or warranty, all of the Transaction Security and the rights of the Security Agent under eachof the Transaction Security Documents; and

(ii) any Security Agent which has resigned pursuant to clause 31.14 (Resignation of the SecurityAgent) shall release, without recourse or warranty, all of its rights under each Transaction SecurityDocument.

31.27 Powers supplemental to Trustee Acts

The rights, powers, authorities and discretions given to the Security Agent under or in connection with the FinanceDocuments shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which maybe vested in the Security Agent by law or regulation or otherwise.

31.28 Disapplication of Trustee Acts

Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to the trusts constitutedby this Agreement. Where there are any inconsistencies between the Trustee Act 1925 or the Trustee Act 2000 andthe provisions of this Agreement, the provisions of this Agreement shall, to the extent allowed by law and regulation,prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement shall constitutea restriction or exclusion for the purposes of that Act.

31.29 Order of Application

All amounts from time to time received or recovered by the Security Agent pursuant to the terms of any FinanceDocuments, under clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)), or in connection with therealisation or enforcement of all or any part of the Transaction Security shall be held by the Security Agent on trust toapply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law, in thefollowing order of priority:

(a) in discharging pro rata and pad passu any sums owing to the Security Agent (in its capacity as such) (other thanpursuant to clause 31.2 (Parallel debt (Covenant to pay the Security Agent)), any Receiver or any Delegate;

(b) in payment or distribution to the Facility Agent, on its behalf and on behalf of the other Secured Parties,for application towards the discharge pro rata and pari passu of all sums due and payable by any Obligor,the Spanish Pledgor or any South African Pledge Counterparty to such parties under any of the FinanceDocuments in accordance with clause 34.6 (Partial payments);

(c) if none of the Obligors is under any further actual or contingent liability under any Finance Document, inpayment or distribution pro rata to any person to whom the Security Agent is obliged to pay or distribute inpriority to any Obligor; and

(d) the balance, if any, in payment or distribution to the relevant Obligor.

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31.30 Investment of proceeds

Prior to the application of the proceeds of the Transaction Security in accordance with clause 31.29 (Order ofApplication) the Security Agent may, at its discretion, hold all or part of those proceeds in one or more interest bearingsuspense or impersonal accounts in the name of the Security Agent with any Acceptable Bank (including itself) andfor so long as the Security Agent thinks fit (the interest being credited to the relevant account) pending the applicationfrom time to time of those monies at the Security Agent's discretion in accordance with the provisions of clause 31.29(Order of Application).

31.31 Currency conversion

(a) For the purpose of, or pending the discharge of, any of the Secured Obligations the Security Agent may convertany moneys received or recovered by the Security Agent from one currency to another, at the spot rate atwhich the Security Agent is able to purchase the currency in which the Secured Obligations are due with theamount received.

(b) The obligations of any Obligor to pay in the due currency shall only be satisfied to the extent of the amount ofthe due currency purchased after deducting the costs of conversion.

31.32 Permitted Deductions

The Security Agent shall be entitled (a) to set aside by way of reserve amounts required to meet and (b) to make andpay, any deductions and withholdings (on account of Taxes or otherwise) which it is or may be required by any lawor regulation to make from any distribution or payment made by it under this Agreement, and to pay all Taxes whichmay be assessed against it in respect of any of the Charged Property, or as a consequence of performing its duties orexercising its rights, powers, authorities and discretions, or by virtue of its capacity as Security Agent under any of theFinance Documents or otherwise (other than in connection with its remuneration for performing its duties under thisAgreement).

31.33 Good discharge

(a) Any distribution or payment to be made in respect of the Secured Obligations by the Security Agent may bemade to the Facility Agent on behalf of the Lenders and any distribution or payment made in that way shall bea good discharge, to the extent of that payment or distribution, by the Security Agent.

(b) The Security Agent is under no obligation to make payment to the Facility Agent in the same currency as thatin which any Unpaid Sum is denominated.

31.34 Amounts received by Obligors

If any of the Obligors receives or recovers any amount which, under the terms of any of the Finance Documents,should have been paid to the Security Agent, that Obligor will hold the amount received or recovered on trust for theSecurity Agent and promptly pay that amount to the Security Agent for application in accordance with the terms of thisAgreement.

31.35 Application and consideration

In consideration for the covenants given to the Security Agent by each Obligor in relation to clause 31.2 (Parallel Debt(Covenant to pay the Security Agent)), the Security Agent agrees with each Obligor to apply all moneys from time totime paid by such Obligor to the Security Agent in accordance with the foregoing provisions of this clause 31.

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32. Conduct of Business by the Finance Parties

32.1 No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner itthinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or theextent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or anycomputations in respect of Tax.

32.2 Each Facility C Lender agrees with the other Finance Parties that it will not without the prior written consent of theFacility Agent:

(a) request, demand or accept repayment in respect of any Ancillary Facility or accept any payment in respectthereof directly from an Obligor, the Spanish Pledgor or any South African Pledge Counterparty; or

(b) exercise any rights of set-off, combination of accounts or other remedy against any Obligor, the SpanishPledgor or any South African Pledge Counterparty or allow to exist or receive the benefit of any Security,guarantee or other assurance against loss otherwise than pursuant to the Finance Documents,

and each Facility C Lender agrees that any payments received by it otherwise than in accordance with clause 34(Payment mechanics) or recoveries by way of set-off, in each case from the Obligors, the Spanish Pledgor or any SouthAfrican Pledge Counterparty, shall be held by it for the benefit of all Finance Parties and applied in accordance withclause 33 (Sharing among the Finance Parties).

32.3 Each Lender agrees with the other Finance Parties that it will on each Monday (or if such date is not a Business Day, onthe next Business Day) falling in the week after the date of issue of a scheduled Borrowing Base Report in accordancewith clause 22.9(a)(b)(i) (being every two weeks) until all Availability Periods have expired deliver to the FacilityAgent (with a copy to the Collateral Management Agent) a utilisation report in the form set out in Schedule 21 (Formof Lender utilisation report).

33. Sharing among the Finance Parties

33.1 Payments to Finance Parties

Subject to clauses 6.10 (Overdraft Limits) and 25.3(c) (Withdrawals from the Collection Account) and to paragraph (b)below, if a Finance Party (each a Recovering Party) receives or recovers any amount from an Obligor, the SpanishPledgor or any South African Pledge Counterparty (or from a third party in respect of an obligation owing to it byan Obligor) other than in accordance with clause 34 (Payment mechanics) (including any amounts under any bilateralagreement in connection with any Ancillary Facility or in connection with any Multi-Party TPA Agreement, FXHedging Provider Hedging Agreement or Deed of Undertaking) (a Recovered Amount) and applies that amount to apayment due under the Finance Documents or under any bilateral agreement in connection with any Ancillary Facilityor in connection with any Multi-Party TPA Agreement or FX Hedging Provider Hedging Agreement then:

(a) the Recovering Party shall, within three (3) Business Days, notify details of the receipt or recovery, to theFacility Agent;

(b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the RecoveringParty would have been paid had the receipt or recovery been received or made by the Facility Agent anddistributed in accordance with clause 34

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(Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent inrelation to the receipt, recovery or distribution; and

(c) the Recovering Party shall, within three (3) Business Days of demand by the Facility Agent, pay to theFacility Agent an amount (the Sharing Payment) equal to such receipt or recovery less any amount which theFacility Agent determines may be retained by the Recovering Party as its share of any payment to be made, inaccordance with clause 34.6 (Partial payments).

33.2 Redistribution of payments

The Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute itbetween the Finance Parties (other than the Recovering Party) (the Sharing Parties) in accordance with clause 34.6(Partial payments) towards the obligations of that Obligor to the Sharing Parties.

33.3 Recovering Party's rights

On a distribution by the Facility Agent under clause 33.2 (Redistribution of payments) of a payment received bya Recovering Party from an Obligor, as between the relevant Obligor and the Recovering Party, an amount of theRecovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.

33.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Party becomes repayable and is repaid bythat Recovering Party, then:

(a) each Sharing Party shall, upon request of the Facility Agent, pay to the Facility Agent for the account of thatRecovering Party an amount equal to the appropriate part of its share of the Sharing Payment (together withan amount as is necessary to reimburse that Recovering Party for its proportion of any interest on the SharingPayment which that Recovering Party is required to pay) (the Redistributed Amount); and

(b) as between the relevant Obligor and each relevant Sharing Party, an amount equal to the relevant RedistributedAmount will be treated as not having been paid by that Obligor.

33.5 Exceptions

(a) This clause 33 shall not apply to the extent that the Recovering Party would not, after making any paymentpursuant to this clause, have a valid and enforceable claim against the relevant Obligor.

(b) A Recovering Party is not obliged to share with any other Finance Party any amount which the RecoveringParty has received or recovered as a result of taking legal or arbitration proceedings, if:

(i) it notified the other Finance Party of the legal or arbitration proceedings; and

(ii) the other Finance Party had an opportunity to participate in those legal or arbitration proceedings butdid not do so as soon as reasonably practicable having received notice and did not take separate legalor arbitration proceedings.

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Section 11Administration

34. Payment mechanics

34.1 Payments to the Facility Agent

(a) On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, thatObligor or Lender shall make the same available to the Facility Agent (unless a contrary indication appears ina Finance Document) for value on the due date at the time and in such funds specified by the Facility Agentas being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b) Payment shall be made to such account in the principal financial centre of the country of that currency (or, inrelation to euro, in a principal financial centre in such Participating Member State or London, as specified bythe Facility Agent) and with such bank as the Facility Agent, in each case, specifies.

(c) For the avoidance of doubt, each Obligor agrees that it shall not (without the prior written consent of theFacility Agent) make any payment under any of the Facilities directly to a Lender.

34.2 Distributions by the Facility Agent

Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to clause34.3 (Distributions to an Obligor) and clause 34.4 (Clawback and pre-funding) be made available by the Facility Agentas soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in thecase of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Facility Agentby not less than five (5) Business Days' notice with a bank specified by that Party in the principal financial centre ofthe country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State orLondon, as specified by that Party).

34.3 Distributions to an Obligor

The Facility Agent may (with the consent of the Obligor or in accordance with clause 35 (Set-Off)) apply any amountreceived by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of anyamount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currencyto be so applied.

34.4 Clawback and pre-funding

(a) Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the FacilityAgent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchangecontract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b) Unless paragraph (c) below applies, if the Facility Agent pays an amount to another Party and it proves to bethe case that the Facility Agent had not actually received that amount, then the Party to whom that amount(or the proceeds of any related exchange contract) was paid by the Facility Agent shall on demand refund thesame to the Facility Agent together with interest on that amount from the date of payment to the date of receiptby the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.

(c) If the Facility Agent is willing to make available amounts for the account of a Borrower before receiving fundsfrom the Lenders then if and to the extent that the Facility Agent does so but it proves to be the case that itdoes not then receive funds from a Lender in respect of a sum which it paid to the Borrower:

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(i) the Facility Agent shall notify the Borrower of that Lender's identity and the Borrower shall ondemand refund it to the Facility Agent; and

(ii) the Lender by whom those funds should have been made available or, if that Lender fails to do so, theBorrowers shall on demand pay to the Facility Agent the amount (as certified by the Facility Agent)which will indemnify the Facility Agent against any funding cost incurred by it as a result of payingout that sum before receiving those funds from that Lender.

34.5 Impaired Agent

(a) If, at any time, the Facility Agent becomes an Impaired Agent, an Obligor or a Lender which is required tomake a payment under the Finance Documents to the Facility Agent in accordance with clause 34.1 (Paymentsto the Facility Agent) may instead either:

(i) pay that amount direct to the required recipient(s); or

(ii) if in its absolute discretion it considers that it is not reasonably practicable to pay that amount directlyto the required recipient(s), pay that amount or the relevant part of that amount to an interest-bearingaccount held with an Acceptable Bank within the meaning of paragraph (a) of the definition ofAcceptable Bank and in relation to which no Insolvency Event has occurred and is continuing, in thename of the Obligor or the Lender making the payment (the Paying Party) and designated as a trustaccount for the benefit of the Party or Parties beneficially entitled to that payment under the FinanceDocuments (the Recipient Party or Recipient Parties).

In each case such payments must be made on the due date for payment under the Finance Documents.

(b) All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of theRecipient Party or the Recipient Parties pro rata to their respective entitlements.

(c) A Party which has made a payment in accordance with this clause 34.5 shall be discharged of the relevantpayment obligation under the Finance Documents and shall not take any credit risk with respect to the amountsstanding to the credit of the trust account.

(d) Promptly upon the appointment of a successor Facility Agent in accordance with clause 30.13 (Replacementof the Facility Agent or Collateral Management Agent), each Paying Party shall (other than to the extent thatthat Party has given an instruction pursuant to paragraph (e) below) give all requisite instructions to the bankwith whom the trust account is held to transfer the amount (together with any accrued interest) to the successorFacility Agent for distribution to the relevant Recipient Party or Recipient Parties in accordance with clause34.2 (Distributions by the Facility Agent).

(e) A Paying Party shall, promptly upon request by a Recipient Party and to the extent:

(i) that it has not given an instruction pursuant to paragraph (d) above; and

(ii) that it has been provided with the necessary information by that Recipient Party,

give all requisite instructions to the bank with whom the trust account is held to transfer the relevant amount(together with any accrued interest) to that Recipient Party.

34.6 Partial payments

(a) If the Facility Agent receives a payment for application against amounts due in respect of any FinanceDocuments that is insufficient to discharge all the amounts then due and

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payable by an Obligor under those Finance Documents, the Facility Agent shall apply that payment towardsthe obligations of that Obligor under those Finance Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid amount owing to the Facility Agent, the CollateralManagement Agent, the Co-Ordinator, the Documentation Bank or the Security Agent under thoseFinance Documents;

(ii) secondly, in or towards payment to the Finance Parties pro rata of any accrued interest, fee orcommission due but unpaid under those Finance Documents (excluding interest, fees or commissionsattributable to Excess Overdraft Amounts);

(iii) thirdly, in or towards payment to the Finance Parties pro rata of any principal (excluding any ExcessOverdraft Amounts) due but unpaid under those Finance Documents;

(iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the FinanceDocuments (other than interest, fees, commissions or principal attributable to Excess OverdraftAmounts); and

(v) fifthly, in or towards payment pro rata of any interest, fees, commissions or principal attributable toExcess Overdraft Amounts.

(b) The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to(iv) above.

(c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

34.7 Set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (andfree and clear of any deduction for) set-off or counterclaim.

34.8 Business Days

(a) Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shallbe made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day(if there is not).

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreementinterest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

34.9 Currency of account

(a) Subject to paragraphs (b) to (e) below, the Base Currency is the currency of account and payment for any sumdue from an Obligor under any Finance Document.

(b) A repayment of a Utilisation or a part of a Utilisation shall be made in the currency in which that Utilisation isdenominated on its due date.

(c) Each repayment of interest shall be made in the currency in which the sum in respect of which the interest ispayable was denominated when that interest accrued.

(d) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expensesor Taxes are incurred.

(e) Any amount expressed to be payable in a currency other than Base Currency shall be paid in that othercurrency.



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34.10 Change of currency

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognisedby the central bank of any country as the lawful currency of that country, then:

(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documentsin, the currency of that country shall be translated into, or paid in, the currency or currency unit ofthat country designated by the Facility Agent (after consultation with the Company); and

(ii) any translation from one currency or currency unit to another shall be at the official rate of exchangerecognised by the central bank for the conversion of that currency or currency unit into the other,rounded up or down by the Facility Agent (acting reasonably).

(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Facility Agent (actingreasonably and after consultation with the Company) specifies to be necessary, be amended to comply withany generally accepted conventions and market practice in the Relevant Interbank Market and otherwise toreflect the change in currency, with the intention of putting the Obligors and the Finance Parties in the sameposition as if the change had not occurred.

34.11 Disruption to Payment Systems etc.

If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent isnotified by the Company that a Disruption Event has occurred:

(a) the Facility Agent may, and shall if requested to do so by the Company, consult with the Company with a viewto agreeing with the Company such changes to the operation or administration of the Facility as the FacilityAgent may deem necessary in the circumstances;

(b) the Facility Agent shall not be obliged to consult with the Company in relation to any changes mentioned inparagraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall haveno obligation to agree to such changes;

(c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a)but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d) any such changes agreed upon by the Facility Agent and the Company shall (whether or not it is finallydetermined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, asthe case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of clause 40(Amendments and Waivers);

(e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value orany liability whatsoever (including, without limitation for negligence, gross negligence or any other categoryof liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a resultof its taking, or failing to take, any actions pursuant to or in connection with this clause 34.11; and

(f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

35. Set-Off

Without prejudice to clause 32.2, a Finance Party may set off any matured obligation due from an Obligor under theFinance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed bythat Finance Party to that Obligor, regardless of

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the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, theFinance Party may convert either obligation at a market rate of exchange in its usual course of business for the purposeof the set-off.

36. Notices

36.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and,unless otherwise stated, may be made by fax or letter.

36.2 Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made)of each Party for any communication or document to be made or delivered under or in connection with the FinanceDocuments is:

(a) in the case of each Obligor, as follows:

10, Akti KondiliPiraeus 185 45Greece

Fax: +30 210 45 86 271

Attention: Mr Spyros Fokas

(b) in the case of each Lender, that notified in writing to the Facility Agent on or prior to the date on which itbecomes a Party; and

(c) in the case of the Facility Agent, the Collateral Management Agent or the Security Agent, as follows:

ABN AMRO Bank N.V.Agency Syndicated LoansAtt: Leo van der Knaap — HQ 8042Gustav Mahlerlaan 10PP AmsterdamThe Netherlands

Tel: +31 (0)20 628 8294

Fax: +31 (0)20 628 6985,

(d) in the case of the Collateral Management Agent, as follows:

ABN AMRO Bank N.V.Credit & Collateral ManagementAtt: Afag Alikhanova - HQ0051Gustav Mahlerlaan 10PP AmsterdamThe Netherlands

Tel.: +31 (0)10 401 5332

Fax.: +31 (0)20 343 3908

and/or



ABN AMRO Bank N.V.

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Credit & Collateral ManagementAtt: Wendy See - HQ0051Gustav Mahlerlaan 10PP AmsterdamThe Netherlands

Tel.: +31 (0)10 401 5641

Fax.: +31 (0)20 343 3908

or any substitute address, fax number or department or officer as the Party may notify to the Facility Agent (or theFacility Agent may notify to the other Parties, if a change is made by the Facility Agent) by not less than five (5)Business Days' notice.

36.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with theFinance Documents will only be effective:

(i) if by way of fax, when received in legible form; or

(ii) if by way of letter, when it has been left at the relevant address or five (5) Business Days after beingdeposited in the post postage prepaid in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under clause 36.2(Addresses), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Facility Agent, the Collateral ManagementAgent or the Security Agent will be effective only when actually received by the Facility Agent, the CollateralManagement Agent or Security Agent and then only if it is expressly marked for the attention of thedepartment or officer identified with the Facility Agent's or Collateral Management Agent's or SecurityAgent's signature below (or any substitute department or officer as the Facility Agent, the CollateralManagement Agent or Security Agent shall specify for this purpose).

(c) All notices from or to an Obligor shall be sent through the Facility Agent.

(d) Any communication or document made or delivered to the Company in accordance with this clause 36.3 willbe deemed to have been made or delivered to each of the Obligors.

(e) Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above,after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

36.4 Notification of address and fax number

Promptly upon receipt of notification of an address or fax number or change of address or fax number pursuant to clause36.2 (Addresses) or changing its own address or fax number, the Facility Agent shall notify the other Parties.

36.5 Communication when Facility Agent is Impaired Agent

If the Facility Agent is an Impaired Agent the Parties may, instead of communicating with each other through theFacility Agent, communicate with each other directly and (while the Facility Agent is an Impaired Agent) all theprovisions of the Finance Documents which require communications to be made or notices to be given to or by theFacility Agent shall be varied so that communications may be made and notices given to or by the relevant Partiesdirectly. This provision shall not operate after a replacement Facility Agent has been appointed.

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36.6 Electronic communication

(a) Any communication to be made between any two Parties under or in connection with the Finance Documentsmay be made by electronic mail or other electronic means to the extent that those two Parties agree that, unlessand until notified to the contrary, this is to be an accepted form of communication and if those two Parties:

(i) notify each other in writing of their electronic mail address and/or any other information required toenable the sending and receipt of information by that means; and

(ii) notify each other of any change to their address or any other such information supplied by them bynot less than five (5) Business Days' notice.

(b) Any electronic communication made between those two Parties will be effective only when actually receivedin readable form and in the case of any electronic communication made by a Party to the Facility Agent,Collateral Management Agent or the Security Agent only if it is addressed in such a manner as the FacilityAgent, Collateral Management Agent or Security Agent shall specify for this purpose.

(c) Any electronic communication which becomes effective, in accordance with paragraph (b) above, after 5.00p.m. in the place of receipt shall be deemed only to become effective on the following day.

36.7 Use of websites

(a) The Company may satisfy its obligation under this Agreement to deliver any information in relation to thoseLenders (the Website Lenders) who accept this method of communication by posting this information ontoan electronic website designated by the Company and the Facility Agent (the Designated Website) if:

(i) the Facility Agent expressly agrees (after consultation with each of the Lenders) that it will acceptcommunication of the information by this method;

(ii) both the Company and the Facility Agent are aware of the address of and any relevant passwordspecifications for the Designated Website; and

(iii) the information is in a format previously agreed between the Company and the Facility Agent.

If any Lender (a Paper Form Lender) does not agree to the delivery of information electronically thenthe Facility Agent shall notify the Company accordingly and the Company shall at its own cost supply theinformation to the Facility Agent (in sufficient copies for each Paper Form Lender) in paper form. In anyevent the Company shall at its own cost supply the Facility Agent with at least one copy in paper form of anyinformation required to be provided by it.

(b) The Facility Agent shall supply each Website Lender with the address of and any relevant passwordspecifications for the Designated Website following designation of that website by the Company and theFacility Agent.

(c) The Company shall promptly upon becoming aware of its occurrence notify the Facility Agent if:

(i) the Designated Website cannot be accessed due to technical failure;

(ii) the password specifications for the Designated Website change;

(iii) any new information which is required to be provided under this Agreement is posted onto theDesignated Website;

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(iv) any existing information which has been provided under this Agreement and posted onto theDesignated Website is amended; or

(v) the Company becomes aware that the Designated Website or any information posted onto theDesignated Website is or has been infected by any electronic virus or similar software.

If the Company notifies the Facility Agent under paragraph (c)(i) or paragraph (c)(v) above, all information tobe provided by the Company under this Agreement after the date of that notice shall be supplied in paper formunless and until the Facility Agent and each Website Lender is satisfied that the circumstances giving rise tothe notification are no longer continuing.

(d) Any Website Lender may request, through the Facility Agent, one paper copy of any information required tobe provided under this Agreement which is posted onto the Designated Website. The Company shall at itsown cost comply with any such request within ten (10) Business Days.

36.8 English language

(a) Any notice given under or in connection with any Finance Document must be in English.

(b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or

(ii) if not in English, and if so required by the Facility Agent, accompanied by a certified Englishtranslation and, in this case, the English translation will prevail unless the document is aconstitutional, statutory or other official document.

37. Calculations and Certificates

37.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries madein the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

37.2 Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in theabsence of manifest error, conclusive evidence of the matters to which it relates.

37.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated onthe basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the RelevantInterbank Market differs, in accordance with that market practice.

38. Partial Invalidity

If, at any time, any provision of a Finance Documents is or becomes illegal, invalid or unenforceable in any respectunder any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor thelegality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affectedor impaired.

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39. Remedies and Waivers

No failure to exercise, nor any delay in exercising, on the part of any Finance Party or Secured Party, any right orremedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an electionto affirm any Finance Document. No election to affirm any Finance Document on the part of any Finance Party orSecured Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall preventany further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in eachFinance Document are cumulative and not exclusive of any rights or remedies provided by law. In particular, themaking of an Overdraft Facility pursuant to clause 6.11 (Payments under Multi-Party TPA Agreements) or clause 6.12(Payments under FX Hedging Provider Hedging Agreements) shall not be construed as a waiver of any default, right,remedy or condition under any Finance Document.

40. Amendments and Waivers

40.1 Required consents

(a) Subject to clause 40.2 (All Lender matters) and clause 40.3 (Other exceptions), any term of the FinanceDocuments may be amended or waived only with the consent of the Majority Lenders and the Company andany such amendment or waiver will be binding on all Parties.

(b) The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by thisclause 40.

(c) Without prejudice to the generality of paragraphs (c), (d) and (e) of clause 30.7 (Rights and discretions), theFacility Agent may engage, pay for and rely on the services of lawyers in determining the consent levelrequired for and effecting any amendment or waiver under this Agreement.

(d) Each Obligor agrees to any such amendment or waiver permitted by this clause 40 which is agreed to bythe Company. This includes any amendment or waiver which would, but for this paragraph (d), require theconsent of all of the Guarantors.

40.2 All Lender matters

(a) An amendment or waiver that has the effect of changing or which relates to:

(i) the definitions of Approved Suppliers, Majority Lenders, Prohibited Person, Sanctions,Sanctions Auhority or Sanctions List in clause 1.1 (Definitions);

(ii) an extension to the date of payment of any amount under the Finance Documents (other than inrelation to clause 9 (Mandatory prepayment and cancellation));

(iii) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees orcommission payable;

(iv) a change in currency of payment of any amount under the Finance Documents;

(v) an increase in any Proposed Participation or the Total Proposed Participations, an extension of theAvailability Period or any requirement that a cancellation of Proposed Participations reduces theProposed Participations rateably;

(vi) a change to a Borrower or Guarantors;

(vii) any provision which expressly requires the consent of all the Lenders;

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(viii) clause 2.2 (Finance Parties' rights and obligations), clause 9 (Mandatory prepayment andcancellation), clause 22.16 (Proof of Origin), clause 27 (Changes to the Lenders), this clause 40, thegoverning law of any Finance Document or clause 44.1 (Jurisdiction of English courts);

(ix) the nature or scope of:

(A) the guarantee and indemnity granted under clause 20 (Guarantee and Indemnity);

(B) the Charged Property; or

(C) the manner in which the proceeds of enforcement of the Transaction Security are distributed;or

(x) subject to clause 40.5 (Release of non-eligible receivables by the Security Agent), the release of anyguarantee and indemnity granted under clause 20 (Guarantee and Indemnity) or of any TransactionSecurity,

shall not be made, or given, without the prior consent of all the Lenders.

40.3 Other exceptions

An amendment or waiver which relates to the rights or obligations of the Facility Agent, the Collateral ManagementAgent, the Co-Ordinator, the Documentation Bank, the Arrangers, the Security Agent or a TPA Counterparty or FXHedging Provider (each in their capacity as such) may not be effected without the consent of the Facility Agent, theCollateral Management Agent, the Co-Ordinator, the Documentation Bank, the Arrangers, the Security Agent, the FXHedging Provider or, as the case may be, the TPA Counterparty.

40.4 Excluded Proposed Participations

If any Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any term of any FinanceDocument or any other vote of Lenders under the terms of this Agreement within thirty (30) Business Days of thatrequest being made (unless the Company and the Facility Agent agree to a longer time period in relation to any request):

(a) its Proposed Participation shall not be included for the purpose of calculating the Total Proposed Participationswhen ascertaining whether any relevant percentage (including, for the avoidance of doubt, unanimity) of TotalProposed Participations has been obtained to approve that request; and

(b) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of anyspecified group of Lenders (including, for the avoidance of doubt, all the Lenders) has been obtained toapprove that request.

40.5 Release of non-eligible receivables by the Security Agent

Notwithstanding any other provision of any Finance Document, the Security Agent may in its sole discretion, and ishereby (without any further confirmation or instruction required) authorised to, execute a release from the TransactionSecurity from time to time of trade receivables which are not or have ceased to be Eligible Receivables and which havea face value in an amount which is less than USD500,000 per receivable. The Security Agent (or the Facility Agent)shall notify the Lenders of any release made pursuant to this clause.

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41. Confidentiality

41.1 Confidential Information

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save tothe extent permitted by clause 41.2 (Disclosure of Confidential Information) and clause 41.3 (Disclosure to numberingservice providers), and to ensure that all Confidential Information is protected with security measures and a degree ofcare that would apply to its own confidential information.

41.2 Disclosure of Confidential Information

Any Finance Party may disclose:

(a) to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professionaladvisers, insurers, auditors, partners and Representatives such Confidential Information as that Finance Partyshall consider appropriate if any person to whom the Confidential Information is to be given pursuant tothis paragraph (a) is informed in writing of its confidential nature and that some or all of such ConfidentialInformation may be price-sensitive information except that there shall be no such requirement to so informif the recipient is subject to professional obligations to maintain the confidentiality of the information or isotherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b) to any person:

(i) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of itsrights and/or obligations under one or more Finance Documents or which succeeds (or which maypotentially succeed) it as Facility Agent, Collateral Management Agent or Security Agent and, ineach case, to any of that person's Affiliates, Related Funds, Representatives and professional advisers;

(ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly,any sub-participation in relation to, or any other transaction under which payments are to be made ormay be made by reference to, one or more Finance Documents and/or one or more Obligors and toany of that person's Affiliates, Related Funds, Representatives and professional advisers;

(iii) appointed by any Finance Party or by a person to whom paragraph (b)(i) or (ii) above appliesto receive communications, notices, information or documents delivered pursuant to the FinanceDocuments on its behalf (including, without limitation, any person appointed under paragraph (c) ofclause 30.15 (Relationship with the Lenders));

(iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly orindirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;

(v) to whom information is required or requested to be disclosed by any court of competent jurisdictionor any governmental, banking, taxation or other regulatory authority or similar body, the rules of anyrelevant stock exchange or pursuant to any applicable law or regulation;

(vi) to whom information is required to be disclosed in connection with, and for the purposes of, anylitigation, arbitration, administrative or other investigations, proceedings or disputes;

(vii) to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (ormay do so) pursuant to clause 27.8 (Security over Lenders' rights);

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(viii) who is a Party; or

(ix) with the consent of the Company;

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(A) in relation to paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person to whom theConfidential Information is to be given has entered into a Confidentiality Undertakingexcept that there shall be no requirement for a Confidentiality Undertaking if the recipientis a professional adviser and is subject to professional obligations to maintain theconfidentiality of the Confidential Information;

(B) in relation to paragraph (b)(iv) above, the person to whom the Confidential Informationis to be given has entered into a Confidentiality Undertaking or is otherwise bound byrequirements of confidentiality in relation to the Confidential Information they receiveand is informed that some or all of such Confidential Information may be price-sensitiveinformation;

(C) in relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom theConfidential Information is to be given is informed of its confidential nature and that someor all of such Confidential Information may be price-sensitive information except that thereshall be no requirement to so inform if, in the opinion of that Finance Party, it is notpracticable so to do in the circumstances;

(c) to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above appliesto provide administration or settlement services in respect of one or more of the Finance Documents includingwithout limitation, in relation to the trading of participations in respect of the Finance Documents, suchConfidential Information as may be required to be disclosed to enable such service provider to provide anyof the services referred to in this paragraph (c) if the service provider to whom the Confidential Informationis to be given has entered into a confidentiality agreement substantially in the form of the LMA MasterConfidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form ofconfidentiality undertaking agreed between the Company and the relevant Finance Party; and

(d) to any rating agency (including its professional advisers) such Confidential Information as may be requiredto be disclosed to enable such rating agency to carry out its normal rating activities in relation to the FinanceDocuments and/or the Obligors.

41.3 Disclosure to numbering service providers

(a) Any Finance Party may disclose to any national or international numbering service provider appointed by thatFinance Party to provide identification numbering services in respect of this Agreement, the Facility and/orone or more Obligors the following information:

(i) names of Obligors, the Spanish Pledgor and the South African Pledge Counterparties;

(ii) country of domicile of Obligors, the Spanish Pledgor and the South African Pledge Counterparties;

(iii) place of incorporation of Obligors, the Spanish Pledgor and the South African Pledge Counterparties;

(iv) date of this Agreement;

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(v) clause 43 (Governing Law);

(vi) the names of the Facility Agent, the Collateral Management Agent, the Co-Ordinator, theDocumentation Bank and the Arrangers;

(vii) date of each amendment and restatement of this Agreement;

(viii) amount of Total Proposed Participations;

(ix) currency of the Facility;

(x) type of Facility;

(xi) ranking;

(xii) Termination Date;

(xiii) changes to any of the information previously supplied pursuant to paragraphs (i) to (xii) above; and

(xiv) such other information agreed between such Finance Party and the Company,

to enable such numbering service provider to provide its usual syndicated loan numbering identificationservices.

(b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facilityand/or one or more Obligors by a numbering service provider and the information associated with each suchnumber may be disclosed to users of its services in accordance with the standard terms and conditions of thatnumbering service provider.

(c) Each Obligor represents that none of the information set out in paragraphs (i) to (xiv) of paragraph (a) aboveis, nor will at any time be, unpublished price-sensitive information.

(d) The Facility Agent shall notify the Company and the other Finance Parties of:

(i) the name of any numbering service provider appointed by the Facility Agent in respect of thisAgreement, the Facility and/or one or more Obligors; and

(ii) the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or one ormore Obligors by such numbering service provider.

41.4 Entire agreement

This clause 41 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Partiesunder the Finance Documents regarding Confidential Information and supersedes any previous agreement, whetherexpress or implied, regarding Confidential Information.

41.5 Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitiveinformation and that the use of such information may be regulated or prohibited by applicable legislation includingsecurities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use anyConfidential Information for any unlawful purpose.

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41.6 Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Company:

(a) of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v) of clause41.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the personsreferred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(b) upon becoming aware that Confidential Information has been disclosed in breach of this clause 41.

41.7 Continuing obligations

The obligations in this clause 41 are continuing and, in particular, shall survive and remain binding on each FinanceParty for a period of twelve (12) months from the earlier of:

(a) the date on which all amounts payable by the Obligors, the Spanish Pledgor and the South African PledgeCounterparties under or in connection with the Finance Documents have been paid in full and all ProposedParticipations have been cancelled or otherwise cease to be available; and

(b) the date on which such Finance Party otherwise ceases to be a Finance Party.

42. Counterparts

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatureson the counterparts were on a single copy of the Finance Document.

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Section 12Governing Law and Enforcement

43. Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by Englishlaw.

44. Enforcement

44.1 Jurisdiction of English courts

(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection withthis Agreement (including a dispute relating to the existence, validity or termination of this Agreement or anynon-contractual obligation arising out of or in connection with this Agreement) (a Dispute).

(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputesand accordingly no Party will argue to the contrary.

(c) This clause 44.1 is for the benefit of the Finance Parties and Secured Parties only. As a result, no FinanceParty or Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courtswith jurisdiction. To the extent allowed by law, the Finance Parties and Secured Parties may take concurrentproceedings in any number of jurisdictions.

44.2 Service of process

(a) Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than anObligor incorporated in England and Wales):

(i) irrevocably appoints Portland Place Nominees Limited of do Riches & Company, 34 Anyards Road,Cobham, Surrey KT11 2LA as its agent for service of process in relation to any proceedings beforethe English courts in connection with any Finance Document; and

(ii) agrees that failure by an agent for service of process to notify the relevant Obligor of the process willnot invalidate the proceedings concerned.

(b) If any person appointed as an agent for service of process is unable for any reason to act as agent for serviceof process, the Company (on behalf of all the Obligors) must immediately (and in any event within three (3)days of such event taking place) appoint another agent on terms acceptable to the Facility Agent. Failing this,the Facility Agent may appoint another agent for this purpose.

45. Bail-in Clause

45.1 Contractual Recognition of bail-in

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understandingbetween the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under orin connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority andacknowledges and accepts to be bound by the effect of:

(a) any Bail-In Action in relation to any such liability, including (without limitation):

(i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including anyaccrued but unpaid interest) in respect of any such liability;

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(ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership thatmay be issued to, or conferred on, it; and;

(iii) a cancellation of any such liability; and

(b) a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Actionin relation to any such liability.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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Schedule 1The Original Parties

Part IThe Obligors

Name of Original Borrowers Registration number (orequivalent, if any)


Aegean Marine Petroleum S.A. C-76656 LiberiaAegean Petroleum International Inc. 28486 Marshall IslandsAegean NWE N.V. 8E412.527.142 Belgium

Name of Original Guarantors Registration number (orequivalent, if any)


Aegean Marine Petroleum Network Inc. 14958 Marshall IslandsAegean Marine Petroleum S.A. C-76656 LiberiaAegean Petroleum International Inc. 28486 Marshall IslandsAegean NWE N.V. 8E412.527.142 Belgium

Note: this Schedule 1 identifies the original Obligors and does not list any Additional Borrowers or Additional Guarantors.

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Part IIThe Original Lenders

Name of Original Lender

Facility AProposed

Participation($)

Facility BProposed

Participation($)

Facility CProposed

Participation($)

Total($)

ABN AMRO Bank N.V. 34,060,000 12,430,436 138,509,564 185,000,000

BNP Paribas (Suisse) SA 19,060,000 12,430,435 118,509,565 150,000,000

KBC Bank NV 12,500,000 8,152,174 79,347,826 100,000,000

Natixis 12,500,000 8,152,174 79,347,826 100,000,000

Coöperatieve Rabobank U.A. 10,000,000 6,521,739 63,478,261 80,000,000

ING Belgium, Brussels, Geneva Branch 9,375,000 6,114,130 59,510,870 75,000,000

Société Générale 9,375,000 6,114,130 59,510,870 75,000,000

Belfius Bank NV/SA 7,500,000 4,891,304 47,608,696 60,000,000

National Bank of Greece SA 6,250,000 4,076,087 39,673,913 50,000,000

Credit Suisse AG 6,250,000 4,076,087 39,673,913 50,000,000

Mashreqbank PSC 25,000,000 - 25,000,000 50,000,000

Emirates NBD PJSC, London Branch 3,130,000 2,041,304 19,828,696 25,000,000

Total 155,000,000 75,000,000 770,000,000 1,000,000,000

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Schedule 2Conditions precedent

Part IConditions precedent to initial Utilisation

1. Obligors

(a) A copy of the constitutional documents of each Obligor and the Spanish Pledgor.

(b) A copy of a signed resolution of the board of directors of each Obligor and the Spanish Pledgor:

(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is aparty and resolving that it execute, deliver and perform the Finance Documents to which it is a party;

(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party onits behalf;

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents andnotices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under orin connection with the Finance Documents to which it is a party; and

(iv) in the case of an Obligor other than the Company, authorising the Company to act as its agent inconnection with the Finance Documents.

(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above inrelation to the Finance Documents and related documents.

(d) A copy of a resolution signed by all the holders of the issued shares in each Guarantor, approving the terms of,and the transactions contemplated by, the Finance Documents to which that Guarantor is a party.

(e) If required, a copy of a resolution of the board of directors of each corporate shareholder of each Guarantorapproving the terms of the resolution referred to in paragraph (d) above.

(f) A certificate of each Obligor and the Spanish Pledgor (signed by a director) confirming that borrowing orguaranteeing or securing, as appropriate, the Total Proposed Participations would not cause any borrowing,guarantee, security or similar limit binding on it to be exceeded.

(g) A certificate of an authorised signatory of the Company or other relevant Obligor and the Spanish Pledgorcertifying that each copy document relating to it specified in this Part I of Schedule 2 is correct, complete andin full force and effect and has not been amended or superseded as at a date no earlier than the date of thisAgreement.

(h) A certificate of good standing in respect of each of the Parent, the Company and API I.

(i) Evidence of the authority of Horizon Tangiers Terminal S.A. to execute the Moroccan Pledge.

2. Finance Documents and Multi-Party TPA Agreements

(a) This Agreement executed by the Obligors party to this Agreement.

(b) The Fee Letters duly executed by each party.

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(c) Any Stock Monitoring Agreement required pursuant to clause 22.17 (Inspection and Management in SensitiveZones).

(d) At least two originals of the documents referred to in paragraphs (a)-(g) of the definition of TransactionSecurity Documents (other than those listed as conditions subsequent in clause 24.23(c) (Conditionssubsequent) and those referred to in clause 24.23(d) (Conditions subsequent)), duly executed by each party.

(e) A copy of all notices required to be sent under the Transaction Security Documents referred to in paragraph(d) above, executed by the Borrower, duly acknowledged by the addressee.

(f) A copy of the acknowledgement of Deutsche Bank AG, New York Branch under the Company's SecurityAgreement containing the consent of Deutsche Bank AG, New York Branch to the assignment by theCompany of monies payable to it under the Deutsche Bank Facility.

(g) Evidence, satisfactory to the Facility Agent, that all steps have been taken in any relevant jurisdiction (otherthan Spain and Morocco) to perfect any Security created by the Transaction Security Documents.

3. Insurance

(a) Copies of all insurances required to be maintained by the Borrowers and the Spanish Pledgor in respect ofassets included or capable of being included in the Borrowing Base.

(b) A letter from WILLIS Limited, 51 Line Street, London EC3M 7DQ, UK, as insurance broker, dated no earlierthan the date of this Agreement addressed to the Facility Agent, the Arrangers, the Security Agent and theLenders listing the insurance policies of the Borrowers and the Spanish Pledgor and confirming that theyare on risk and that the insurance for Borrowers and the Spanish Pledgor at the date of this Agreement areat a level acceptable to the Majority Lenders and covering appropriate risks for the business carried out byBorrowers and the Spanish Pledgor and otherwise confirming compliance by the Borrowers with the insurancerequirements of this Agreement.

4. Accounts

A letter from the Account Bank to the Facility Agent confirming the opening of each Facility Account and eachCollection Account and specifying the account name, account number and the name and address of the bank whereeach such account is held.

5. Legal opinions

The following legal opinions, each addressed to the Facility Agent, the Security Agent and the Original Lenders andcapable of being relied upon by any persons who become Lenders pursuant to the primary syndication of the Facility.

(a) A legal opinion of the following legal advisers to the Facility Agent and Arrangers:

(i) Norton Rose Fulbright LLP as to English law;

(ii) Garrigues as to Spanish law;

(iii) Norton Rose Fulbright Morocco SARL as to Moroccan law;

(iv) Koan as to Belgian law;

(v) Norton Rose Fulbright as to Dutch law;

(vi) Fulbright & Jaworski LLP as to Marshall Islands law;

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(vii) Fulbright & Jaworski LLP as to Liberian law; and

(viii) Norton Rose Fulbright LLP as to German law,

each substantially in the form distributed to the Original Lenders prior to signing this Agreement.

(b) If an Obligor is incorporated in a jurisdiction other than those referred to in paragraph (a) above, a legalopinion of the legal advisers to the Arrangers in the relevant jurisdiction, substantially in the form distributedto the Original Lenders prior to signing this Agreement.

6. Other documents and evidence

(a) Evidence that any process agent referred to in clause 44.2 (Service of process), if not an Obligor, has acceptedits appointment.

(b) The Group Structure Chart.

(c) A copy, certified by an authorised signatory of the Company to be a true copy, of the Original FinancialStatements of each Obligor.

(d) A letter of engagement with the Finance Parties and Secured Parties from the Auditors of the Group whichwill be providing Compliance Certificates.

(e) A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considersto be necessary or desirable (if it has notified the Company accordingly) in connection with the entry into andperformance of the transactions contemplated by any Finance Document or for the validity and enforceabilityof any Finance Document.

(f) Evidence that the fees, costs and expenses then due from the Company pursuant to clause 14 (Fees), clause15.5 (Stamp taxes) and clause 19 (Costs and Expenses) have been paid or will be paid by the first UtilisationDate.

(g) A copy of any waiver required under any existing loan facilities of any Group member in connection with theentry into of the Finance Documents.

(h) A risk management policy as mandated by management in form and substance acceptable to the Lenders.

(i) Evidence that each Material Subsidiary (other than an Excluded Material Subsidiary) has executed thisAgreement as a Guarantor and that no additional Guarantors are required to accede to this Agreement pursuantto clause 29.8 (Additional Guarantors).

(j) Evidence that each Finance Party has satisfied its "know-your-customer" requirements in connection with thetransactions contemplated by this Agreement.

(k) An overview of existing security and existing indebtedness, to the extent not refinanced or released by theFacilities.

(l) Evidence (in the form of deeds of release executed by the beneficiary of the security or such other form as theFacility Agent may require acting on the advice of legal counsel) that immediately following the making of theUtilisation any existing Security granted by any member of the Group in respect of Financial Indebtedness ofany Group member (other than the Facilities) which relates to assets which may be included in the BorrowingBase and secured by the Transaction Security are released in full (including without limitation any Securityin respect of the assets secured by the Moroccan Pledges, the Spanish Pledges and the Security Agreementand any floating charges or Security of similar general application in any jurisdiction) provided that anyreceivables which are

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secured in favour of third parties and which relate to transactions which are the subject of undischarged lettersof credit issued by such third parties need not be released until the date specified in clause 24.23(e) (Conditionssubsequent).

(m) An overview of existing loans and guarantees.

(n) A copy of the Compliance Policy acceptable to the Lenders.

(o) A copy of the Group's hedging policy in the form approved by all Lenders.

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Part IIConditions precedent required to be delivered by an Additional Obligor

1. An Accession Letter, duly executed by the Additional Obligor and the Company.

2. A copy of the constitutional documents of the Additional Obligor.

3. Originals of any Transaction Security Documents to be entered into by an Additional Borrower as required by theFacility Agent (acting on the instructions of the Majority Lenders) together with such legal opinions as the FacilityAgent (acting on the instructions of the Majority Lenders) shall require in connection therewith.

4. A copy of a resolution of the board of directors of the Additional Obligor:

(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documentsand resolving that it execute the Accession Letter;

(b) authorising a specified person or persons to execute the Accession Letter on its behalf;

(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices(including, in relation to an Additional Borrower, any Utilisation Request) to be signed and/or despatched byit under or in connection with the Finance Documents; and

(d) authorising the Company to act as its agent in connection with the Finance Documents.

5. A specimen of the signature of each person authorised by the resolution referred to in paragraph 4 above.

6. A copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor, approving the termsof, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.

7. A certificate of the Additional Obligor (signed by a director) confirming that borrowing or guaranteeing, as appropriate,the Total Proposed Participations would not cause any borrowing, guaranteeing or similar limit binding on it to beexceeded.

8. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this PartII of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the AccessionLetter.

9. A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers tobe necessary or desirable in connection with the entry into and performance of the transactions contemplated by theAccession Letter or for the validity and enforceability of any Finance Document.

10. If available, the latest audited financial statements of the Additional Obligor.

11. A legal opinion of Norton Rose Fulbright, legal advisers to the Arrangers and the Facility Agent in England.

12. If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, or is executing a FinanceDocument which is governed by a law other than English law, a legal opinion of the legal advisers to the Arrangersand the Facility Agent in the jurisdiction in which the Additional Obligor is incorporated or, as the case may be, thejurisdiction of the governing law of that Finance Document.

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13. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that theprocess agent specified in clause 44.2 (Service of process), if not an Obligor, has accepted its appointment in relation tothe proposed Additional Obligor.

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Part IIIConditions precedent required to be delivered in connection

with Sensitive Zones

The Facility Agent shall have entered into a valid Stock Monitoring Agreement (in respect of floating storage) and a CollateralManagement Agreement (in respect of inland storage) (as applicable) with the parties thereto and the relevant Borrowers shall haveprovided to the Facility Agent such security documents and related legal opinions as may be required by, and in a form and substancesatisfactory to, the Facility Agent (acting on the instructions of all Lenders) in respect of the relevant part of the Sensitive Zone.

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Schedule 3Utilisation Request

Part A: Loans

From: [Aegean Marine Petroleum S.A.] [Borrower]To: ABN AMRO Bank N.V. as Facility AgentCopy: ABN AMRO Bank N.V. as Collateral Management Agent

Dated:

Dear Sirs

Aegean Marine Petroleum S.A. $1,000,000,000 Facility Agreement dated [•] 2013 (the Facility Agreement)

1. We refer to the Facility Agreement. This is a Utilisation Request. Terms defined in the Facility Agreement have thesame meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2. We wish to make a Utilisation on the following terms:

(a) Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day)

(b) Borrower: [ ]

(c) Facility to be utilised: Facility [A/B]

(d) Amount: [ ] or, if less, the Available Facility

(e) Currency of Loan: [dollars/euro]

(f) Interest Period: [ ]

(g) [Term or Expiry Date: [ ]]

3. We confirm that:

(a) each condition specified in clause 4.2 (Further conditions precedent) is satisfied on the date of this UtilisationRequest; and

(b) each of the requirements set out in clauses 5.4(c) - (e) (Currency and amount) are correct as at the date of thisUtilisation Request and will be correct on the Utilisation Date.

4. The proceeds of this Loan should be credited to [account].

5. This Utilisation Request is irrevocable.

Yours faithfully

________________________________________________authorised signatory for

[the Company on behalf of [insert name of Borrower]]/ [insert name of Borrower]

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Part B: Ancillary Facilities

From: [Aegean Marine Petroleum S.A.] [Borrower]To: [ ] as Facility C LenderCopy: ABN AMRO Bank N.V. as Collateral Management Agent

Dated:

Dear Sirs


1. We refer to the Facility Agreement. This is a Utilisation Request. Terms defined in the Facility Agreement have thesame meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2. We wish to make a Utilisation on the following terms:

(a) Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day)

(b) Borrower: [ ]

(c) Facility to be utilised: Facility C

(d) Proposed Facility C Lender: [ ]

(e) Amount: [ ] or, if less, the Available Facility

(f) [Beneficiary: [ ]]

(g) [Term or Expiry Date: [ ]]

(h) [Delivery Instructions]

3. We confirm that:

(a) each condition specified in clause 4.2 (Further conditions precedent) and 5.9 (Issue or entry into of AncillaryFacilities) is satisfied on the date of this Utilisation Request; and

(b) each of the requirements set out in clauses 5.4(c) - (e) (Currency and amount) are correct as at the date of thisUtilisation Request and will be correct on the Utilisation Date.

4. This Utilisation Request is irrevocable.

Yours faithfully

_________________________________________authorised signatory for

[the Company on behalf of [insert name of Borrower]]/ [insert name of Borrower]

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Schedule 4

Mandatory Cost formula

1. The Mandatory Cost is an addition to the interest rate to compensate the Lenders for the cost of compliance with (a)the requirements of the Bank of England and/or the Financial Conduct Authority and/or the Prudential RegulationAuthority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements ofthe European Central Bank.

2. On, or as soon as possible after, the first day of each Interest Period, the Lenders shall calculate, expressed as apercentage rate per annum, their Mandatory Cost in accordance with the following paragraphs.

3. The Mandatory Cost when a Lender lend from an office in any member state of the European Community that hasadopted or adopts the Euro as its lawful currency in accordance with legislation of the European Community relatingto Economic and Monetary Union will be the percentage (expressed as a per annum rate) which is its reasonabledetermination of the cost of complying with the minimum reserve requirements of the European Central Bank in respectof loans made from that office.

4. The Mandatory Cost in relation to the Loans or an unpaid amount when a Lender lends from a office in the UnitedKingdom will be calculated as follows:

Ex 0.01 per cent per annum.300

Where:

E is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Agent as beingthe average of the most recent rates of charge supplied by the Reference Banks to the Agent pursuant to paragraph 7below and expressed in pounds per £1,000,000.

5. For the purposes of this schedule:

(a) Eligible Liabilities and Special Deposits have the meanings given to them from time to time under orpursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

(b) Fees Rules means the rules on periodic fees contained in the Financial Conduct Authority Fees Manual andthe Prudential Regulation Authority Fees Manual or such other law or regulation as may be in force from timeto time in respect of the payment of fees for the acceptance of deposits;

(c) Fee Tariffs means the fee tariffs specified in the Fees Rules under Column 1 of the activity group A.1 Depositacceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking intoaccount any applicable discount rate); and

(d) Tariff Base has the meaning give to it in, and will be calculated in accordance with, the Fees Rules; and

6. The resulting figures will be rounded to four decimal places.

7. If requested by the Agent, each Reference Bank shall, as soon as practicable after publication by the Financial ConductAuthority or the Prudential Regulation Authority, supply to the Agent, the rate of charge payable by that ReferenceBank to Financial Conduct Authority or the Prudential Regulation Authority pursuant to the Fees Rules in respect ofthe relevant financial year of the Financial Conduct Authority or the Prudential Regulation Authority (calculated forthis purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that

170



Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that ReferenceBank.

8. Any determination by the Bank in accordance with this schedule in relation to a formula, the Mandatory Cost or anyamount payable to it will, in the absence of manifest error, be conclusive and binding on the Borrower.

9. The Bank may from time to time, after consultation with the Borrower, determine and notify the Borrower of anyamendments which need to be made to this schedule to comply with any change in law, regulation or any requirementsfrom time to time imposed by the Bank of England, the Financial Conduct Authority, the Prudential RegulationAuthority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions)and any such determination will, in the absence of manifest error, be conclusive and binding on the Borrower.

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Schedule 5

Form of Transfer Certificate

To: ABN AMRO Bank N.V. as Facility Agent

From: [The Existing Lender] (the Existing Lender) and [The New Lender] (the New Lender)

Dated:


1. We refer to the Facility Agreement. This agreement (the Agreement) shall take effect as a Transfer Certificate for thepurpose of the Facility Agreement. Terms defined in the Facility Agreement have the same meaning in this Agreementunless given a different meaning in this Agreement.

2. We refer to clause 27.5 (Procedure for transfer) of the Facility Agreement:

(a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender bynovation and in accordance with clause 27.5 (Procedure for transfer) all of the Existing Lender's rights andobligations under the Facility Agreement and the other Finance Documents which relate to that portion of theExisting Lender's Proposed Participation and participations in Utilisations under the Facility Agreement asspecified in the Schedule.

(b) The proposed Transfer Date is [ ].

(c) The Facility Office and address, fax number and attention details for notices of the New Lender for thepurposes of clause 36.2 (Addresses) are set out in the Schedule.

3. The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c)of clause 27.4 (Limitation of responsibility of Existing Lenders).

4. The New Lender confirms that it [is]/[is not]*** a Parent Affiliate.

5. This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on thecounterparts were on a single copy of this Agreement.

6. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by Englishlaw.

7. This Agreement has been entered into on the date stated at the beginning of this Agreement.

Note: The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender'sinterest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertainwhether any other documents or other formalities are required to perfect a transfer of such a share in theExisting Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documentsand completion of those formalities.

_____________________________*** Delete as applicable.

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The ScheduleProposed Participation/rights and obligations to be transferred

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for payments,]

[Existing Lender] [New Lender]

By: By:

This Agreement is accepted as a Transfer Certificate for the purposes of the Facility Agreement by the Facility Agent and the TransferDate is confirmed as [ ].

[Facility Agent]

By:

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Schedule 6Form of Assignment Agreement

To: ABN AMRO Bank N.V. as Facility Agent and Aegean Marine Petroleum S.A. as the Company, for and on behalf ofeach Obligor

From: [the Existing Lender] (the Existing Lender) and [the New Lender] (the New Lender)

Dated:


1. We refer to the Facility Agreement. This is an Assignment Agreement. This agreement (the Agreement) shall takeeffect as an Assignment Agreement for the purpose of the Facility Agreement. Terms defined in the Facility Agreementhave the same meaning in this Agreement unless given a different meaning in this Agreement.

2. We refer to clause 27.6 (Procedure for assignment) of the Facility Agreement:

(a) The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under theFacility Agreement, the other Finance Documents and in respect of the Transaction Security which correspondto that portion of the Existing Lender's Proposed Participation and participations in Utilisations under theFacility Agreement as specified in the Schedule.

(b) The Existing Lender is released from all the obligations of the Existing Lender which correspond to thatportion of the Existing Lender's Proposed Participation and participations in Utilisations under the FacilityAgreement specified in the Schedule.

(c) The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which theExisting Lender is released under paragraph (b) above.

3. The proposed Transfer Date is [ ].

4. On the Transfer Date the New Lender becomes Party to the relevant Finance Documents as a Lender.

5. The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes ofclause 36.2 (Addresses) are set out in the Schedule.

6. The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c)of clause 27.4 (Limitation of responsibility of Existing Lenders).

7. The New Lender confirms that it [is]/[is not]*** a Parent Affiliate.

8. This Agreement acts as notice to the Facility Agent (on behalf of each Finance Party) and, upon delivery in accordancewith clause 27.7 (Copy of Transfer Certificate or Assignment Agreement to the Company), to the Company (on behalfof each Obligor) of the assignment referred to in this Agreement.

9. This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on thecounterparts were on a single copy of this Agreement.

_______________________________________*** Delete as applicable.

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10. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by Englishlaw.

11. This Agreement has been entered into on the date stated at the beginning of this Agreement.

Note: The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender'sinterest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertainwhether any other documents or other formalities are required to perfect a transfer of such a share in theExisting Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documentsand completion of those formalities.

175



The Schedule

Proposed Participation/rights and obligations to be transferred by assignment, release and accession

[insert relevant details][Facility office address, fax number and attention details for notices and account details for payments]

[Existing Lender] [New Lender]

By: By:

This Agreement is accepted as an Assignment Agreement for the purposes of the Facility Agreement by the Facility Agent and theTransfer Date is confirmed as [ ].

Signature of this Agreement by the Facility Agent constitutes confirmation by the Facility Agent of receipt of notice of the assignmentreferred to in this Agreement, which notice the Facility Agent receives on behalf of each Finance Party.

[Facility Agent]

By:

176



Schedule 7Form of Compliance Certificate


From: [Aegean Marine Petroleum S.A.]

Dated:

Dear Sirs


1. We refer to the Facility Agreement. This is a Compliance Certificate. Terms defined in the Facility Agreement havethe same meaning when used in this Compliance Certificate unless given a different meaning in this ComplianceCertificate.

2. We confirm that:

[Insert details of covenants and guarantor coverage to be certified].

3. [We confirm that no Default is continuing.]*

SignedDirector Directorof of[Borrower]/[Parent] [Borrower]/[Parent]

The Auditors confirm that the above calculations are correct.

for and on behalf of[name of Auditors of Parent]

NOTES:* If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken

to remedy it.** [To be agreed with the Parent's auditors prior to signing the Agreement.]

177



Schedule 8Timetables

Utilisations in euro Utilisations in othercurrencies

Delivery of a duly completed Utilisation Request (clause 5.1(Delivery of a Utilisation Request)) — Facility A and FacilityB

U-39.30am

U-39.30am

Delivery of a duly completed Utilisation Request (clause 5.1(Delivery of a Utilisation Request)) — Facility C

not applicable not applicable

U-3Noon

U-3noon

Facility Agent determines (in relation to a Utilisation) the BaseCurrency Amount of the Loan, if required under clause 5.6 andnotifies the Lenders of the Loan in accordance with clause 5.6(Role of Facility Agent)

LIBOR or EURIBOR is fixed Quotation Day of of 11:00a.m. in respect of LIBOR andas of 11.00 a.m. (Brusselstime) in respect of EURIBOR

Quotation Day as ofQuotation Day as of 11:00a.m.

"U" = date of utilisation or, if applicable, in the case of a Loan that has already been borrowed, the first day ofthe relevant Interest Period for that Loan.

"U - X" = X Business Days prior to date of utilisation

178



Schedule 9Forms of Notifiable Debt Purchase Transaction Notice

Part IForm of Notice on Entering into Notifiable Debt Purchase Transaction


From: [The Lender]

Dated:


1 We refer to paragraph (b) of clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by ParentAffiliates) of the Facility Agreement. Terms defined in the Facility Agreement have the same meaning in this notice unless givena different meaning in this notice.

2 We have entered into a Notifiable Debt Purchase Transaction.

3 The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the amount of our Proposed Participation(s)as set out below.

Proposed Participation Amount of our Proposed Participation to which Notifiable DebtPurchase Transaction relates

Proposed Participation [insert amount (of that Proposed Participation) to which therelevant Debt Purchase Transaction applies]

[Lender]

By:

179



Part IIForm of Notice on Termination of Notifiable Debt Purchase Transaction /Notifiable Debt Purchase Transaction ceasing to be with Parent Affiliate


From: [The Lender]

Dated:


1 We refer to paragraph (c) of clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Parent Affiliates) ofthe Facility Agreement. Terms defined in the Facility Agreement have the same meaning in this notice unless given a differentmeaning in this notice.

2 A Notifiable Debt Purchase Transaction which we entered into and which we notified you of in a notice dated [ ] has[terminated]/[ceased to be with a Parent Affiliate].*

3 The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the amount of our Proposed Participation(s)as set out below.

Proposed Participation Amount of our Proposed Participation to which Notifiable Debt PurchaseTransaction relates

[Proposed Participation [insert amount (of that Proposed Participation) to which the relevant Debt PurchaseTransaction applies]

[Lender]

By:

Name

Registration number (orequivalent, if any)Jurisdiction of incorporation Invoice Buyer/ LC Buyer

[Any conditions in relation tothat Buyer]

_______________________________* Delete as applicable.

180



Schedule 10Form of Accession Letter


From: [Subsidiary] and Aegean Marine Petroleum S.A.

Dated: [•]

Dear Sirs

Aegean Marine Petroleum S.A. $1,000,000,000 Facility Agreement dated [•] 2013 (the Agreement)

1 We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in thisAccession Letter unless given a different meaning in this Accession Letter.

2 [Subsidiary] agrees to become an Additional [Borrower]/[Guarantor] and to be bound by the terms of the Agreement asan Additional [Borrower]/[Guarantor] pursuant to clauses [29.2 and 29.3 (Additional Borrowers)]/[clauses 29.7 and 29.11(Additional Guarantors)] of the Agreement. [Subsidiary] is a company duly incorporated under the laws of [name of relevantjurisdiction].

3 [The Company confirms that no Default is continuing or would occur as a result of [Subsidiary] becoming an AdditionalBorrower.]

4 [Subsidiary's] administrative details are as follows:

Address:

Fax No:

Attention:

5 This Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

This Accession Letter is entered into by deed.

Aegean Marine Petroleum S.A. [Subsidiary]

181



Schedule 11Form of Resignation Letter


From: [resigning Obligor] and Aegean Marine Petroleum S.A.

Dated: [•]

Dear Sirs


1 We refer to the Agreement. This is a Resignation Letter. Terms defined in the Agreement have the same meaning in thisResignation Letter unless given a different meaning in this Resignation Letter.

2 Pursuant to [clauses 29.4 and 29.5 (Resignation of a Borrower)]/[clauses 29.12 and 29.13 (Resignation of a Guarantor)], werequest that [resigning Obligor] be released from its obligations as a [Borrower]/[Guarantor] under the Agreement.

3 We confirm that[:

(a) no Default is continuing or would result from the acceptance of this request; and

(b) no payment is due from us under the Finance Documents;

(c) [where Guarantor is also a Borrower:] we have no actual or contingent obligations as a Borrower under any FinanceDocument.

4 This Resignation Letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

Aegean Marine Petroleum S.A. [Subsidiary]By: By:

182



Schedule 12Borrowing Base Amount

1 Borrowing Base

(a) The Borrowing Base shall be calculated by (i) multiplying the Borrowing Base Items by the Advance Rate applicableto each specific Borrowing Base Item set out below and (ii) deducting trade payables to suppliers based on open credit:

Borrowing Base Items Advance RateSecured cash 100%Tier 1 Eligible Receivables 95%Tier 2 Eligible Receivables 90%Tier 3 Eligible Receivables 80%Tier 1 Eligible Inventory 90%Tier 2 Eligible Inventory 80%Tier 3 Eligible Inventory 50%Non-Performed Letters of Credit 80%

provided that:

(i) all such assets referred to above will only be included in the calculation of the Borrowing Base Amount if suchassets (and any insurances or other rights in relation thereto) are:

(A) held by a Borrower or, in the case of assets secured by the Spanish Pledges, by the Spanish Pledgorwith unencumbered title;

(B) not subject to any dispute, litigation, arbitration proceedings or threatened litigation or arbitrationproceedings;

(C) (save as expressly contemplated to the contrary in this Schedule 12 (Borrowing BaseAmount)) subject to a fully-perfected charge, pledge or other Security interest granted on a first-ranking basis in favour of the Security Agent in accordance with the terms of this Agreement and theTransaction Security Documents and not otherwise subject to any set-off or Security rights in favourof any party other than the Security Agent;

(D) in respect of inventory located in the Sensitive Zone, the subject of a Stock Monitoring Agreement(for floating storage) or a Collateral Management Agreement (for inland storage); and

(i) no asset shall be eligible for inclusion in the calculation of the Borrowing Base Amount if such asset does nototherwise comply with the eligibility conditions set out in this Agreement.

(ii) no asset shall be eligible for inclusion in more than one category of the same Borrowing Base Report.

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2. Definitions

Terms used in this Schedule 12 (Borrowing Base Amount) (including the Annex) have the following meanings:

Advance Rate means each rate referred to in the second column of the table set out in paragraph 1(a) (Borrowing Base) above

Borrowing Base Item means each item referred to in the first column of the table set out in paragraph 1(a) (BorrowingBase) above

Credit Insurance means credit insurance taken out with an insurer or insurers which has a rating for its long-term unsecuredand non-credit-enhanced debt obligations of BBB- or higher by Standard & Poor's Rating Services or Fitch Ratings Ltd orBaa3 or higher by Moody's Investors Service Limited or a comparable rating from an internationally recognised credit ratingagency

Eligible Inventory means inventory representing a nominal face value up to a maximum amount before applying theAdvance Rate of:

(a) $100,000,000 per location; and

(b) $350,000,000 in total

Eligible Receivables means trade receivables which are payable into a Collection Account representing:

(a) a nominal face value owing to the Borrowers up to a maximum amount before applying the Advance Rate percounterpart of the lower of:

(i) an amount equal to 4% of all trade receivables payable into a Collection Account at that time; and

(ii) $10,000,000,

other than trade receivables in relation to:

(A) the debtors set out in the Annex to this Schedule 12, for which the amounts specifically set out therein shallapply; and

(B) Majors, for which the maximum amount in aggregate for a Listed Oil Major, its wholly-owned Subsidiariesand its Subsidiaries which are not wholly-owned but the obligations in respect of which are guaranteed by a parentcompany guarantee from such Listed Oil Major, shall be $40,000,000; and

(b) a maximum tenor of:

(i) if non-invoiced, invoices must be dispatched within five (5) Business Days of the physical delivery date; or

(ii) if invoiced, forty five (45) days (such tenor being made up as follows: payment terms within thirty (30) daysof the date of invoice (Due Date), with a grace period of no more than fifteen (15) days from the Due Date)

Inventory in Transit mean inventory on board vessels:

(a) covered by a letter of credit or standby letter of credit;

(b) for which bills of lading are issued and endorsed in favour of the Security Agent; and

184



(c) for a maximum tenor of:

(i) subject to paragraph (ii) below, fifteen (15) days from the bill of lading date for which original bills of ladingare issued or endorsed in favour of the Security Agent; or

(ii) forty days (40) days from the bill of lading date for which original bills of lading are issued or endorsed infavour of the Security Agent to the extent such inventory is in transit to South Africa

Listed Oil Major means:

(a) BP p.l.c.;

(b) Chevron Corporation;

(c) ConocoPhillips Co.;

(d) ExxonMobil Corporation;

(e) Royal Dutch Shell plc; and

(f) Total S.A.

Major means:

(a) a Listed Oil Major;

(b) a Listed Oil Major's wholly-owned Subsidiaries;

(c) any Subsidiaries of a Listed Oil Major that is not a wholly-owned Subsidiary but the obligations in respect of which areguaranteed by a parent company guarantee from such Listed Oil Major; and/or

(d) any other debtor approved by the Facility Agent acting on the instructions of all Lenders

Non-Performed Letters of Credit means a Credit Instrument in the form of a documentary or standby letter of credit inrespect of which the relevant underlying physical transaction relating to the sale and purchase of oil products is yet to occur

Secured Cash means cash funds deposited in a Collection Account

Tier 1 Eligible Receivables means invoiced Eligible Receivables:

(a) covered by letters of credit; or

(b) on open account for Majors

Tier 2 Eligible Receivables means invoiced Eligible Receivables on open account for non-Majors provided that, for thepurposes of this definition only, paragraphs (a)(i) and (a)(ii) of the definition of Eligible Receivables shall be deemed torefer to (i) 4% of all trade receivables payable into a Collection Account at that time and (ii) $20,000,000 (the RevisedLimits) respectively on the condition that any trade receivables included in the Borrowing Base as Tier 2 Eligible Receivablesin excess of the value of receivables referred to in paragraphs (a)(i) and (a)(ii) of the existing definition of Eligible Receivables(which for the avoidance of doubt shall not exceed the Revised Limits) must be the subject of Credit Insurance acceptable tothe Facility Agent (acting on the instructions of the Majority Lenders)

185



Tier 3 Eligible Receivables means non-invoiced Eligible Receivables up to a maximum amount before applying the AdvanceRate of $90,000,000 in total

Tier 1 Eligible Inventory means Eligible Inventory:

(a) located in an OECD country;

(b) subject to perfected Security in favour of the Security Agent; and

(c) excluding floating inventory

Tier 2 Eligible Inventory means:

(a) Eligible Inventory:

(i) other than Tier 1 Eligible Inventory;

(ii) subject to perfected Security (if possible) in favour of the Security Agent;

(iii) including Inventory in Transit and secured floating inventory for which bills of lading are issued or endorsedin favour of the Security Agent; or

(b) Eligible Inventory which is subject to a perfected South African Pledge and provided that the floating storage in relationto the South African Pledge is located within South African territorial waters,

and in aggregate up to a maximum amount before applying the Advance Rate of $250,000,000 in total.

Tier 3 Eligible Inventory means Eligible Inventory:

(a) other than Tier 2 Eligible Inventory;

(b) including unsecured floating inventory for which bills of lading are not issued or endorsed in favour of the SecurityAgent; and

(c) up to a maximum amount before applying the Advance Rate of $30,000,000 in total.

186



ANNEX TO SCHEDULE 12 - Overview of Approved Debtors

CUSTOMERS SUBSIDIARIES LIMIT (in USD beforeapplication of the advance rate)in each case (unless otherwisespecified), plus an increment of10,000,000 subject to CreditInsurance, security, and suchother arrangements as areacceptable to the Facility Agent.

CHEMOIL GROUP andOCEANCONNECT GROUP(Part of GLENCORE GROUP)

CHEMOIL INTERNATIONAL PTE LTDCHEMOIL MIDDLE EAST DMCCCHEMOIL LATIN AMERICA INCCHEMOIL CORPORATIONOCEANCONNECT MARINE PTE LTD.OCEANCONNECT MARINE INC.OCEANCONNECT MARINE UK LTD

35,000,000.00

COCKETT GROUP COCKETT MARINE OIL (ASIA) - A DIVISION OF COCKETTMARINE OIL PTE LTDCOCKETT MARINE OIL LTD

15,000,000.00

DAN BUNKERING GROUP A/S DAN BUNKERING LTDDAN-BUNKERING (SINGAPORE) PTE LTD DANBUNKERING (MONACO) S.A.M.

15,000,000.00

COSCO GROUP COSCO S.R.LCOSCO BULK CARRIER CO LTDCOSCO PETROLEUM PTE LIMITED

15,000,000.00

FRONTLINE GROUP FRONTLINE SHIPPING LTD FRONTLINE LTD 15,000,000.00PENINSULA PETROLEUMLTD

PENINSULA PETROLEUM LTD 15,000,000.00

PETROBRASS GROUP PETROLEO BRASILEIRO S/A PETROBRAS PETROBRASSINGAPORE PTE LTD

15,000,000.00

SCANDINAVIANBUNKERING AS

SCANDINAVIAN BUNKERING AS 15,000,000.00

STOLT GROUP STOLT TANKERS B.V.STOLT-NIELSEN SINGAPORE PTE LTD

15,000,000.00

HAMBURGSUDAMERIKANISCHE DAMPFSCHI FFFAH RTS-GESELLSCHAFT KG

HAMBURG SUDAMERIKANISCHE DAMPFSCHIFFFAHRTS-GESELLSCHAFT KG

15,000,000.00

187



CARGILL GROUP CARGILL INTERNATIONAL S.A.CARGILL OCEAN TRANSPORTATION (S) PTE LTD

20,000,000.00

CMA CGM 20,000,000.00EXXONMOBIL MARINE LTD 20,000,000.00HANWA GROUP HANWA SINGAPORE (PTE) LTD

HANWA CO LTD20,000,000.00

MAERSK GROUP MAERSK TANKERS A/SA.P. MOLLER - MAERSK A/S - MAERSK LINETHE MAERSK COMPANY LTDMCC TRANSPORT SINGAPORE PTE LTDMAERSK SUPPLY SERVICE A/SSAFMARINE CONTAINER LINES N.V.SEAGO LINE A/S

20,000,000.00

SK SHIPPING GROUP SK ENERGY EUROPE LTDSK B&T PTE LTDSK SHIPPING (EUROPE) PLCSK ENERGY INTERNATIONAL PTE LTD

20,000,000.00

SWISSMARINE GROUP SWISSMARINE SERVICES S.A.SWISSMARINE CORPORATION LTD

20,000,000.00

MITSUI GROUP MITSUI & CO. PETROLEUM LTDMITSUI OSK LINES LTD

25,000,000.00

QATARGAS GROUP QATARGAS OPERATING COMPANY LTDQATAR GAS TRANSPORT COMPANY LIMITED

30,000,000.00

WALLENIUSWILHELMSEN LOGISTICSAS / EUKOR CARCARRIERS INC.

WALLENIUS WILHELMSEN LOGISTICS ASEUKOR CAR CARRIERS INC.

30,000,000.00(combined aggregate limit)

WFS GROUP WORLD FUEL SERVICES EUROPE LTDWORLD FUEL SERVICES TRADING, DMCCWORLD FUEL SERVICES (SINGAPORE) PTE LTDWORLD FUEL SERVICES AMERICAS, INC

40,000,000.00plus an increment of

30,000,000dtInsubject to theCredit Insurance, security, andsuch other arrangements as are

acceptable to the Facility Agent.

188



Schedule 13Form of Borrowing Base Report

189



Schedule 14Form of Lender Accession Letter


From: each Lender and/or Acceptable Bank participating in the accordion increase and Aegean Marine Petroleum S.A.

Dated: [●]

Dear Sirs,


1. We refer to the Agreement. This is a Lender Accession Letter. Terms defined in the Agreement have the same meaning in this LenderAccession Letter unless given a different meaning in this Lender Accession Letter.

2. Each Lender and New Lender (as defined below) which is a party hereto confirms that it is bound by the terms of the Agreement as aLender in accordance with clause 2.6 (Accordion — Increase in Size of Facility A and/or Facility B) of the Agreement.

3. On the date of the Facility increase in accordance with clause 2.6 of the Agreement:

(a) each party hereto which is not already a party to the Agreement as a Facility [A/B] Lender (other than the Company and theFacility Agent) becomes a party to the Agreement as a Facility [A/B] Lender (a New Lender); and

(b) each Lender or New Lender which is a party hereto has the Proposed Participations in respect of Facility [A/B] set out oppositeits name in the Schedule and shall comply with clause 2.7 of the Agreement in connection therewith.

4. The Facility Office and address, fax number and attention details for notices of each new Lender for the purposes of clause 36.2(Addresses) of the Agreement are set out in the Schedule.

5. This Lender Accession Letter is governed by English law.

6. This Lender Accession Letter has been delivered as a deed on the date stated at the beginning of this Lender Accession Letter.

…………………………………. …………………………………[•] Aegean Marine Petroleum S.A.

Countersigned by:

…………………………………..

ABN AMRO Bank N.V.

190



[Insert Schedule]

Lender Proposed Participation Clause 36.2 details

191



Schedule 15[Intentionally deleted]

192



Schedule 16Approved Suppliers

BP p.l.c. and its wholly-owned subsidiaries (directly or indirectly)

Royal Dutch Shell plc and its wholly-owned subsidiaries (directly or indirectly)

Glencore PLC and its wholly-owned subsidiaries (directly or indirectly)

Mercuria Energy Group Ltd and its wholly-owned subsidiaries (directly or indirectly)

Trafigura Beheer BV and its wholly-owned subsidiaries (directly or indirectly)

Vitol Holding B.V. and its wholly-owned subsidiaries (directly or indirectly)

193



Schedule 17Permitted Indebtedness

FacilitiesLenders (legalnames)

Originalfacility amount(x1000)

Facility amount(x1000) Currency

Initial Signing(assumed) date

Amende dfrom time totime

Borrowers(legalnames)

2005NewbuildingSecuredSyndicatedTerm Loan

Aegean BalticBank S.A.,HSHNordbank AG 35,500 35,500 USD 30-Aug-05 Yes

Kith nosMaritimeInc., LefkasMarine S.A.,ParosMaritimeInc.,SantoriniMaritimeInc., SerifosShipping(Pte) Ltd.

First 2006NewbuidingSecured TermLoan

The RoyalBank ofScotlandPlc 33,400 33,400 USD 10-Feb-06 Yes

AegeanMarinePetroleumNetwork Inc.,AegeanMarinePetroleumS.A.

Third 2006NewbuildingSecured TermLoan

Aegean BalticBank SA, HSHNordbank AG 26,250 25,562 USD 25-Oct-06

Eton MarineLtd,BenmoreServices S.A.,IngramEnterprisesCo.

Second 2006NewbuildingSecured TermLoan

National Bankof Greece 17,600 17,259 USD 27-Oct-06

TasmanSeaways Inc.,SantosLimited

2006NewbuildingSecuredSyndicatedTerm Loan

Aegean BalticBank SA, HSHNordbank AG 64,750 58,205 USD 30-Oct-06

KerkyraMarine S.A.,Ithaki MarineS.A.,CephalloniaMarine S.A.,Paxoi MarineS.A.,ZakynthosMarine S.A.,Ios MarineInc., KyrthiraMarine S.A.

2007NewbuildingSecured TermLoan

The RoyalBank ofScotlandPlc 43,160 42,739 USD 5-Jul-07 Yes

AndrosMarine Inc.,Dilos MarineInc., IosShipping Ltd.,Aegaen VIIShipping Ltd,



ANAFIShipping(Pte.) Ltd.

194



2008NewbuildingSecured TermLoan

Aegean BalticBank SA, HSHNordbank AG 38,800 34,200USD 24-Apr-08

KassosNavigationS.A., TilosNavigationS.A., HalkiNavigationS.A., SymiNavigation S.A.

2010NewbuildingANWE LoanFacility

KBC Bank SA/NV 3,740 3,740EUR 22-Apr-04Yes

Blatoma NV(new brandAegean Barges)

2010NewbuildingSecured LoanFacility BNP Paribas SA 5,680 5,680EUR 6-Oct-09

Aegean BargesN.V.

2014 Long termLoan Agreement

KBC Bank SA/NV 4,455 4,455USD 21-Mar-14

Aegean BargesN.V.

2015 FujairahCredit Facility

United ArabBank P.J.S.C,Abu DhabiCommercialBank P.J.S.C,CommercialBank of DubaiPSC, NationalBank of OmanS.A.O.G. 440,000 440,000AED 7-Oct-15

Aegean OilTerminalCorporation

2016 SecuredTerm Loan

Piraeus BankAE 13,000 13,000USD 21-Mar-16

AegeanBunkeringServices Inc.

Permitted Indebtedness shall include:

(a) a facility issued or to be issued by BNP Paribas S.A. to the Borrowers or any of them for the issuance or counter-guarantee of bank guarantees in favour of customs and port authorities by BNP Paribas S.A., subject to a maximumaggregate facility limit of $1,500,000 in total;

(b) subject to the terms and conditions set out therein, Financial Indebtedness consented to in the Consent Letters (otherthan the Consent Letter (4 June 2015)); and

(c) either:

(i) subject to the terms and conditions set out therein, the Bond Offering as defined in and consented to in theConsent Letter (4 June 2015) (the Bond Offering); or

(i) a loan facility in a maximum principal amount of up to $200,000,000, subject to the same terms and conditionsas are applicable to the Bond Offering (including without limitation in relation to guarantees and Security) asset out in paragraph 2 (Consent) of the Consent Letter (4 June 2015).

195



Schedule 18Specified Existing Indebtedness

Facilities

Lenders(legalnames)

Originalfacilityamount(x1000)

Facilityamount(x1000) Currency

InitialSigning

(assumed)date

Amendedfrom timeto time Borrowers

(legal names)

2013 ConvertibleUnsecured SeniorNotes due 2018 Noteholders 75,000 75,000 USD 23-Oct-13

AegeanMarinePetroleumNetwork Inc.

2014UncommittedWorking CapitalFacility

ABN AMROCapital USALtd 250,000 250,000 USD 22-Aug-14 YES

AegeanBunkering(USA)LLC

2015 ConvertibleUnsecured SeniorNotes due 2018 Noteholders 48,300 48,300 USD 16-Jan-15

AegeanMarinePetroleumNetwork Inc.

196



Schedule 19Form of New Lender Spanish Power of Attorney

POWER OF ATTORNEY

APPEARS

Mr., [●] as stated by the appearing party, acting in the name and on behalf [●], an entity incorporated under the laws of [●], having itsregistered office in [●] registered and filed before [●] (hereinafter, the "Grantor").

GRANTS

Grantor grants a Power of Attorney (hereinafter referred as the "Power of Attorney"), as wide as sufficient in law might be necessary,in favour of ABN AMRO Bank N.V., a public company with limited liability duly organised and existing under the laws of theNetherlands having its registered office in Amsterdam at [at Gustav Mahlerlaan 10, 1082 PP] and registered at the Chamber of Commercewith number 34334259, that may act through its own attorneys (hereinafter, the "Attorney' or the "Security Agent") so that actingjointly and severally as, with its sole signature, any time, in connection with the financing executed between, among others, ABNAMRO Bank N.V.as security agent, ABN AMRO Bank N.V.as arranger, facility agent, and lender ("Arranger, "Facility Agent" and"Lender"), Aegean Marine Petroleum S.A., Aegean Petroleum International Inc., Aegean NWE N.V. and Aegean Bunkering GermanyGmbH as borrower (the "Borrower"), the Borrowers and Aegean Marine Petroleum Network Inc. as guarantors (the "Guarantors" andjointly with the Borrower, the "Obligors") for an amount up to [$900,000,000] (the "Facility Agreement"), in the name and on behalf ofthe Grantor may perform any of the following authorities, even if entering in self-contracting (auto-contratación), multiple representationor conflict of interests and including expressly the authority of substitution:

1. Ratify and formalise the Facility Agreement as a Spanish notarial document.

2. Sign, grant, ratify and/or execute as Spanish notarial document, in the terms and conditions that the Attorney may deemappropriate, a non-possessory pledge over non-fixed assets (including but not limited to stocks, chattels, inventory and rawmaterials) in favour of the Grantor as lender under the Facility Agreement, and accept the creation of any such pledge in thename and on behalf of the Grantor.

3. Sign, grant, ratify and/or execute as Spanish notarial document, in the terms and conditions that the Attorney may deemappropriate, one or several assignment agreements to be entered into with any third party (either as assignor or assignee) inrelation with the Facility Agreement and the Non-Possesory pledge referred to in the preceding paragraphs.

4. Sign, grant, ratify and/or execute as Spanish notarial document, any agreement or document for the amendment, rectification orclarification of any of the documents referred to above.

5. Appear and file any private and/or notarial documents before any private or public entity, as well as Public Registry, publicadministration, registries, consulates or tax administration, for its recording or validation (including its novation, assignmentsand amendments), and file and/or pay any tax or registry fees related to the granting, formalisation, execution, and registrationof the documents and/or agreements described in the above paragraphs.

6. Act, appear before and disclose information to any authority or body of the Spanish or foreign public administration, state,provincial, municipal or regional agency, court of justice or any other public body of a civil, criminal, administrative or labournature, to obtain all manner of permits or licenses and to make all such notifications as may be required by the applicablelegislation

197



concerning the transactions included in the documents referred to above, and, in particular, but not limited to, the Bankof Spain ("Banco de Espana") and the Spanish Revenue ("Agencia Estatal de la Administración Tributaria") or any taxauthorities, in order to execute, deliver and file, in the name and on behalf of Grantor, any document, statement, payment,application or official forms (including those of a tax nature) that may be necessary or advisable for the fulfilment of, or inconnection with, any of the transactions, actions, faculties, agreements or documents foreseen in this power and any otherancillary measures required for the full and complete fulfilment of the powers hereby granted (including the granting of thefinal shareholder statement).

7. In order to obtain and/or renew the Foreign Identification Number ("Numero de Identificación de Extranjero"), carry out beforethe Spanish Revenue or any other institutions, as many actions which may be deemed necessary or convenient to obtain it, andfor these effects sign any documents or forms needed, and in special fulfil the 036 form and designate the Grantor's address inSpain, sign and execute all documents, either notarial or private, that may be deemed necessary or convenient for this purposeand appear before the Spanish Revenue or any other institutions, trustees or any others.

8. Enforce any personal guarantee, right "in rem" security as well as any undertakings to grant any personal guarantee or right "inrem" security granted in favour of the Grantor as security for the Facility Agreement, including but not limited to, any actionsthat they may deem necessary for the purposes of enforcement, such as making and submitting demands for payment, claims,notices, liquidations, announcements, issuing certifications, requesting certified first copies of documents (notarial or otherwise),appointing counsel and court-attorneys, initiating auctions and any type of enforcement action (in court or out of court) andappearing before any relevant notary public or court of jurisdiction.

9. Appear before any courts, appellate courts and other ordinary or special courts, at any instance and in any order of jurisdiction,and before any other authority, judges, public prosecutor's office, notary's office, public registry, tax office or tax agency, orgovernment office or officer; and thereat to file, conduct and terminate, acting either as claimant or defendant, all kinds of courtor out-of court actions and proceedings relating to the Facility Agreement and the security documents entered into in relation toit.

10. The above authorities, in all or in part, may be delegated or substituted in favour of any third person that the Attorneys maydeem convenient.

In WITNESS WHEREOF this Power of Attorney has been executed as a deed by the Grantor and is intended to be effective and is herebydelivered on the date of the Notarial Certificate below and shall be in force until [l] unless it is revoked prior to such date.

In witness thereof this Power of Attorney is granted.

I have informed the attendant of his right to read this document himself, and I proceed to read this document aloud with his tacit consent.

He states that he is aware of its contents and ratifies it in all its provisions, signing the same with me.

In [l], on [l].

[Grantor's corporate name]

____________________________

Mr. [l]

Office: [l]

198



NOTARIAL CERTIFICATE

I, the undersigned, Notary Public in [ ], on this [ ] day of [ ] of 20[ ], do hereby certify that:

1. [Grantor's corporate name] is a [ ] incorporated in accordance with the laws of [ ], having its registeredoffice in [ ] at [ ] and registered under number [ ].

2. [ ] is authorised and has the capacity to grant the above power of attorney in the name and on behalf of[Grantor's corporate name] according to the laws of [ ].

3. The signature of [ ] in this document is authentic.

4. This power of attorney constitutes a legally valid and binding document and all actions undertaken by the attorneys-in-fact nominated herein within the scope of the power shall be legally valid and binding on [Grantor's corporate name].

WITNESS, I sign this power of attorney and stamp my official seal

Place: [•]

Date: [•]

Signature: [•]

199



Schedule 20Form of Deed of Undertaking

THIS DEED is made this [**] day of [**].

Between

1. [Third party], a company incorporated in [.] (Registration No. [**]) and having its registered office at [**] (the "Applicant"); and

2. [AEGEAN MARINE PETROLEUM S.A. / AEGEAN PETROLEUM INTERNATIONAL INC. / AEGEAN NWE N.V. /AEGEAN BUNKERING GERMANY GMBH], a company incorporated in [**] (Registration No. [**]) and having its registered officeat [**](the "Obligor")

in favour of:

3. [Relevant Facility C Lender], a company incorporated in [**]and having its registered office at [**] (the "Issuing Bank").

WHEREAS:

(A) Issuing Bank, amongst others, has granted to Obligor, amongst others, certain facilities pursuant to a facility agreement for aborrowing base facility dated [•] 2013 (any of or all of such facilities shall hereinafter be referred to as the "Facilities").

(B) Applicant and Obligor intend to jointly and severally authorise, empower and request Issuing Bank to issue a documentary letterof credit under, and subject to the terms and conditions of, the Facilities from time to time in favour of [**], subject to the approval ofIssuing Bank at its absolute discretion (the "Letter of Credit").

(C) At all times, (i) as between the Obligor and the Issuing Bank, the responsibility and liability of any Letter of Credit in name ofthe Applicant shall rest with Obligor; and (ii) as between the Applicant and the Issuing Bank, the Applicant shall indemnify Issuing Bankin respect of any liabilities arising from any Letter of Credit.

NOW THIS DEED WITNESSES AS FOLLOWS:

1. Obligor herewith instructs Issuing Bank to indicate in the Letter of Credit the full name and addressof Applicant if so indicated by Obligor in its requests to the Issuing Bank to issue Letter of Credit, rather than the full name andaddress of the Obligor itself as applicant, such however under the full responsibility and financial liability of the Obligor andunder, and subject to the terms and conditions of, the Facilities.

2. Obligor undertakes to Issuing Bank that the Letter of Credit in the name of the Applicant shall be issued at the full risk,responsibility and financial liability of Obligor and consequently authorises Issuing Bank to debit (i) upon issuance of a Letterof Credit the liability account in in the name of Obligor in the books of Issuing Bank with the full amount of the Letter of Credit,and (ii) upon Letter of Credit settlement(s) the current account of Obligor in the books of the Issuing Bank for the full amountof each settlement.

3. Applicant herewith gives notice to Issuing Bank that it shall not have at any time any claim, right or demand or any pretension ofany nature whatsoever against Issuing Bank in relation to the Letter of Credit, and herewith irrevocably instructs and authorisesIssuing Bank and consents to the same:

(a) to indicate its full name and address as applicant in the wording of the Letter of Credit as instructed by Obligor;

(b) to follow the instructions of Obligor to amend the Letter of Credit without any obligation on the part of Applicantand without its further instructions or confirmation;

(c) to carry out all other instructions from Obligor in all matters related to the Letter of Credit;

200



(d) to address all correspondence relative to the Letter of Credit directly to Obligor;

(e) to handle and dispose the original shipping documents related to the Letter of Credit in accordance with theinstructions of Obligor and to endorse the relevant bills of lading as per the instructions of Obligor to the order of any entitynominated by Obligor; and

(f) to act as its Attorney-in-Fact, in respect to endorsement of bills of lading (or other documents) under the Letter ofCredit and authorises Issuing Bank to endorse the same, where applicable, to the order of any entity nominated to IssuingBank by Obligor or as otherwise may be necessary to enforce security rights.

4. Applicant herewith expressly confirms (a) that this Deed is to be deemed as irrevocable on the part of the Applicant and that ithas no right whatsoever to amend the same and (b) that it has no rights, or relinquishes, renounces and/or forfeits any and all ofits rights to interest in and any claims in respect of:

(a) the relevant material purchased under the Letter of Credit (the "Material");

(b) the receivable(s) arising from the sale of such material (the "Receivables"); and

(c) the proceeds arising from collection of any Receivables.

5. Applicant herewith further expressly agrees that the Material, the Receivables and the proceeds thereof, will only belong toObligor, or to ABN AMRO Bank N.V. as security taker of Obligor's property rights and Applicant hereby acknowledges thesecurity interest of ABN AMRO Bank N.V. in the Material, the title documents covering the Material, the Receivables and theproceeds arising from collection of the Receivables.

6. Applicant herewith further expressly confirms that, immediately after payment of the Letter of Credit, no third party other thanObligor or ABN AMRO Bank N.V. as security taker of Obligor's property rights will have any rights and or interest of any naturewhatsoever regarding any part of the Material or any part of the Receivables and proceeds thereof and/or the title with respect tothe same.

7. Obligor and Applicant agree and accept that the issuance of the Letter of Credit and any amendment thereof shall at all times besubject to Issuing Bank's absolute discretion.

8. Neither Obligor nor Applicant shall make any claim that it has, may have or may have had against Issuing Bank, whether directlyor indirectly, in connection to any Letter of Credit, or to the issuance or non-issuance of the Letter of Credit by the Issuing Bank.

9. Each of Applicant and Obligor hereby jointly and severally irrevocably and unconditionally undertake to indemnify IssuingBank and to keep Issuing Bank indemnified fully and completely against all claims and demands actions and proceedings, losses,damages, costs and expenses including legal costs on a full indemnity basis and all other liabilities of whatsoever nature ordescription which may be made, taken, incurred or suffered by Issuing Bank as a result of acting in accordance with this Deedand the above mentioned instructions.

10. Applicant represents and warrants to Issuing Bank that:

(a) Capacity: it (i) is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation; (ii)has the power to own its assets and carry on its business as it is being conducted; and (iii) has duly executed and delivered,and has all requisite power, authority and approvals to enter into and perform its obligations under, this Deed;

(b) Authority: it has, and any person designated by it has, and it and they will at all times have, due authorisation to actin all respects in relation to this Deed;

(c) Validity: this Deed is a valid and legally binding obligation, enforceable against it in accordance with its terms exceptfor the effect of bankruptcy, insolvency, reorganisation, moratorium and other similar laws relating to or affecting creditors'rights generally;

(d) Insolvency etc.: no bankruptcy, receivership, judicial management, winding up or liquidation notice, petition oranalogous insolvency proceeding has been threatened or filed against it in any jurisdiction; and



201



(e) Violations: its execution, delivery and performance of this Deed does not and will not violate, contravene, conflictwith or constitute a default under any provision of its memorandum and articles of association (or equivalent constituentdocuments) or any law, regulation, rule, decree, order, judgement or charge, contract, trust deed or other instrument bindingon it or any of its assets.

11. Neither the Applicant nor the Obligor, nor any of their respective directors, officers or employees nor, to the knowledge of theApplicant or the Obligor, any persons acting on any of their behalf:

(a) is a Prohibited Person;

(b) is owned or controlled by, or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person;

(c) owns or controls a Prohibited Person;

(d) is in breach of Sanctions; or

(e) has received notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect toSanctions by any Sanctions Authority; or

(f) shall permit present any business or transaction to the Issuing Bank that contains any direct or indirect violation ofSanctions or authorise any other person to, directly or indirectly, use, make payments of, contribute or otherwisemake available, the Letter of Credit or transactions contemplated thereby to fund or facilitate trade, business or otheractivities: (i) involving or for the benefit of any Prohibited Person; or (ii) relating to a country or territory that is thetarget of country-wide or territory-wide Sanctions; or (iii) in any other manner that could result in the Applicant or theObligor or the Issuing Bank being in breach of any Sanctions or becoming a Prohibited Person.

For the purposes of this clause 11 the following words shall have the following meanings:

Prohibited Person means a person that is:

(a) listed on, or owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List;

(b) located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, aperson located in or organized under the laws of a country or territory that is the target of country-wide or territory-wideSanctions; or

(c) otherwise a target of Sanctions (namely a person with whom a US person or other national under the jurisdiction of aSanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities)

Sanctions means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted orenforced by any Sanctions Authority (whether or not the Applicant or the Obligor or any other member of their respectivegroups or any affiliates of any group member is legally bound to comply with such laws, regulations, embargoes or measures)

Sanctions Authority means any of:

(a) the United States government;

(b) the United Nations;

(c) the United Kingdom;

(d) Switzerland;

202



(e) the European Union;

(f) the Republic of Singapore; or

(g) Hong Kong Special Administrative Region of the People's Republic of China,

and includes any government entity of any of the above, including, without limitation, the Office of Foreign Assets Controlof the US Department of Treasury (OFAC), the United States Department of State, Her Majesty's Treasury (H MT) and theSwiss State Secretariat for Economic Affairs (SECO)

Sanctions List means:

(a) the "Specially Designated Nationals and Blocked Persons" list maintained by OFAC;

(b) the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by HMT; or

(c) any similar list maintained by, or public announcement of Sanctions designation made by, any other SanctionsAuthority

If either Applicant or Obligor knows or may have reason to believe that the transaction under the Letter of Credit that isconducted through the Issuing Bank is or may become in violation with Sanctions or the above provisions, it will immediatelynotify the Issuing Bank thereof and provide all information on the business or transaction that may be relevant for the IssuingBank, or as reasonably requested by the Issuing Bank. In such case, Applicant and Obligor shall use their best efforts toadjust the business or transaction in such a way that violation with the abovementioned laws, resolutions or regulations isprevented. If violation with the abovementioned laws, resolutions or regulations cannot be prevented Applicant and Obligorshall each use its best efforts to legally allow the Issuing Bank to exit the business or transaction without costs or othernegative consequences for the Issuing Bank. Furthermore, each of the Applicant and Obligor undertakes to indemnify theIssuing Bank for any and all claims and demands actions and proceedings, losses, damages, costs and expenses incurred inconnection with such business or transaction, in accordance with clause 9 of this Deed.

12. Issuing Bank's records, unless shown to be wrong, will be evidence of Obligor's and Applicant's dealings with Issuing Bank inconnection with the Deed. Both Obligor and Applicant agree that it will not object to the admission of Issuing Bank's recordsas evidence in any legal proceedings on the grounds that such records are not originals, are not in writing or are documentsproduced by a computer. Obligor and Applicant will not rely on the Bank to comply with Obligor's and Applicant's recordkeeping obligations.

13. This Deed and the Facilities contain the entire agreement between the parties hereto relating to the subject matter of this Deedto the exclusion of any terms implied by law which may be excluded by contract.

14. Issuing Bank's rights under this Deed may be assigned to any person without the consent of either Obligor or Applicant. TheObligor's or Applicant's rights under this Deed are personal to that party and not capable of assignment.

15. The obligations under this Deed bind, and the rights will be enforceable by, each party hereto and each party's respectivesuccessors and permitted assigns.

16. Each provision of this Deed is severable and if any provision becomes invalid, void, voidable or unenforceable or contravenesany applicable regulations the remaining provisions will not be affected.

17. Other than ABN AMRO Bank N.V., a person who is not a party to this Deed has no right under the Contracts (Rights of ThirdParties) Act 1999 (the Third Parties Act) to enforce or enjoy the benefit of any its terms.

203



18. The rights and remedies provided under this Deed are cumulative and not exclusive of those provided by law. The failure toexercise or delay in exercising a right or remedy under this Deed will not constitute a waiver of the right or remedy or a waiverof any other rights or remedies and no single or partial exercise of a right or remedy under this Deed will prevent any furtherexercise of the right or remedy or the exercise of any other right or remedy.

19. This Deed and any non-contractual obligations arising out of or in connection with it are governed by English law.

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed(including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligationarising out of or in connection with this Agreement) (a Dispute).

The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordinglyno party will argue to the contrary.

This clause 18 is for the benefit of the Issuing Bank only. As a result, the Issuing Bank shall not be prevented from takingproceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Issuing Bank maytake concurrent proceedings in any number of jurisdictions.

Without prejudice to any other mode of service allowed under any relevant law, each of the Applicant and the Obligorirrevocably appoints [.] as its agent for service of process in relation to any proceedings before the English courts inconnection with this Deed.]

The parties have executed this Deed as a deed with the intention that it be delivered on the date written at the beginning of thisDeed.

Executed as a deed and delivered by [thirdparty] ………………………………Acting persons who in accordance with the law of[—] are acting under the authority of the company

Name:Title:………………………………Name:Title:

Signed as a deed and delivered by ………………………………[AEGEAN MARINE PETROLEUM S.A. /AEGEAN PETROLEUM INTERNATIONALINC. / AEGEAN NWE N.V. / AEGEANBUNKERING GERMANY GMBH]

Name:Title:

………………………………Name:Title:

Acting persons who in accordance with the law of[**] are acting under the authority of the company ………………………………Signed for and on behalf of [Relevant Facility CLender]

Name:Title:………………………………Name:Title:

204



Schedule 21Form of Lender utilisation report

BankDate

Date ofIssuance Beneficiary Amount

Standby or Documentary Letter of Credit

Open Account Payments to Suppliers

Total

205



SIGNATURES

THE COMPANY


By:

Address:

Fax:

THE BORROWERS


By:

Address:

Fax:


By:

Address:

Fax:

AEGEAN NWE N.V.

By:

Address:

Fax:

AEGEAN BUNKERING GERMANY GMBH

By:

Address:

Fax:

206



THE GUARANTORS


By:

Address:

Fax:


By:

Address:

Fax:


By:

Address:

Fax:

AEGEAN NWE N.V.

By:

Address:

Fax:


By:

Address:

Fax:

207



THE ARRANGERS

ABN AMRO BANK N.V.

By:

Address:

Fax:

Attention:

BNP PARIBAS

By:

Address:

Fax:

Attention:

THE FACILITY AGENT

ABN AMRO BANK N.V.

By:

Address:

Fax:

Attention:

THE COLLATERAL MANAGEMENT AGENT

ABN AMRO BANK N.V.

By:

Address:

Fax:

Attention:

208



THE SECURITY AGENT

ABN AMRO BANK N.V.

By:

Address:

Fax:

Attention:

THE DOCUMENTATION BANK

ABN AMRO BANK N.V.

By:

Address:

Fax:

Attention:

THE ORIGINAL LENDERS

ABN AMRO BANK N.V.

By:

Address:

Fax:

Attention:

BNP PARIBAS (SUISSE) SA

By:

Address:

Fax:

Attention:

209



KBC BANK NV

By:

Address:

Fax:

Attention:

NATIXIS

By:

Address:

Fax:

Attention:

COOPERATIEVE RABOBANK U.A.

By:

Address:

Fax:

Attention:

ING BELGIUM, BRUSSELS, GENEVA BRANCH

By:

Address:

Fax:

Attention:

210



SOCIETE GENERALE

By:

Address:

Fax:

Attention:

BELFIUS BANK NV/SA

By:

Address:

Fax:

Attention:

NATIONAL BANK OF GREECE SA

By:

Address:

Fax:

Attention:

CREDIT SUISSE AG

By:

Address:

Fax:

Attention:

211



MASHREQBANK PSC

By:

Address:

Fax:

Attention:

EMIRATES NBD PJSC, LONDON BRANCH

By:

Address:

Fax:

Attention:

THE CO-ORDINATOR

ABN AMRO BANK N.V.

By:

Address:

Fax:

Attention:

212



Schedule 4

Form of Effective Date Notice

Amendment and Restatement Agreement dated ______ September 2016 (the Agreement) entered into between Aegean MarinePetroleum S.A. as the Company, Aegean Marine Petroleum S.A., Aegean Petroleum International Inc., Aegean NWE N.V. andAegean Bunkering Germany GmbH as Borrowers, ABN AMRO Bank N.V. and BNP Paribas as arrangers, ABN AMRO BankN.V. as facility agent, collateral management agent, security agent, documentation bank and co-ordinator and certain banks andfinancial institutions listed therein as lenders, relating to an $1,000,000,000 borrowing base facility agreement dated 19 September2013

We refer to the Agreement.

In accordance with clause 3 (Effective Date) of the Agreement, we hereby confirm that we have received in form and substancesatisfactory to us, or otherwise waived the requirement to receive, the items set out in Schedule 2 of the Agreement.

Accordingly, the "Effective Date" (as defined in the Agreement) shall be the date of this notice.

For and on behalf of

............................................

ABN AMRO Bank N.V.

Date: __ September 2016

10



Signatures

THE COMPANY

AEGEAN MARINE PETROLEUM S.A. /s/ Spyridon Gianniotis

By: Spyridou Giammiotis

THE BORROWERS

AEGEAN MARINE PETROLEUM S.A. /s/ Spyridon Gianniotis

By: Spyridou Giammiotis


By: Spyridou Giammiotis /s/ Spyridon Gianniotis

AEGEAN NWE N.V.



By: Andreas Athamasiakis /s/ Andreas Athanasiadis

THE GUARANTORS

AEGEAN MARINE PETROLEUMNETWORK INC.




11





AEGEAN NWE N.V.



By: Andreas Athamasiakis /s/ Andreas Athanasiadis

THE ARRANGERS

ABN AMRO BANK N.V. /s/ illegible /s/ illegible

By:

BNP PARIBAS /s/ David Missipo /s/ A. HutzliDavid Missipo A. Hutzli

By:

THE FACILITY AGENT

ABN AMRO BANK N.V. /s/ D.N. de Baan /s/ J. KokD.N. de Baan J. Kok

By: Proxy Holder Proxy Holder

THE COLLATERAL MANAGEMENT AGENT


By:

12



THE SECURITY AGENT

ABN AMRO BANK N.V. /s/ D.N. de Baan /s/ J. KokD.N. de Baan J. Kok

By: Proxy Holder Proxy Holder

THE DOCUMENTATION BANK


By:

THE LENDERS


By:

BNP PARIBAS (SUISSE) SA /s/ David Missipo /s/ A. HutzliDavid Missipo A. Hutzli

By:

KBC BANK NV /s/ Stefaan Stappers /s/ Ghislan NeyrinckStefaan Stappers Ghislan Neyrinck

By: Business Development Manager Senior Banker

NATIXIS /s/ Lioudmila Krokhina /s/ Bruno MazoyerLioudmila Krokhina Bruno Mazoyer

By:

COOPERATIEVE RABOBANK U.A. /s/ Robin de Milliano /s/ Dirk W.M.C. KulperRobin de Milliano Dirk W.M.C. Kulper

By: Energy Global Head EnergyCommodities

13



ING BELGIUM, BRUSSELS,GENEVA BRANCH /s/ Patrick Arnaud /s/ Herman Egberink

Patrick Amaud Herman EgberinkGroup Head Head of Credit Risk

By:

SOCIETE GENERALE /s/ illegible

By:

BELFIUS BANK NV/SA /s/ Bart Ferrand /s/ Gery MilantsBart Ferrand Gery Milants

By: Head of Specialised Directeur SpecialisedFinance

Corporate Lending

NATIONAL BANK OF GREECE SA /s/ M. Hood /s/ A. PapaduetriouM. Hood A. Papaduetriou

By:

CREDIT SUISSE AG /s/ Gabriel Jean-Mairet /s/ Hilarius BagdasarianzGabriel Jean-Mairet Hilarius Bagdasarianz

By:

MASHREQBANK PSC /s/ Badar ChaudhryBadar Chaudhry

By: Vice President Energy Unit

EMIRATES NBD PJSC,LONDON BRANCH /s/ illegible /s/ illegible

By:

14



THE CO-ORDINATOR


By:

15



Exhibit 4.51

THIRD AMENDMENT TO AMENDED AND RESTATED UNCOMMITTED CREDIT AGREEMENT

This THIRD AMENDMENT TO AMENDED AND RESTATED UNCOMMITTED CREDIT AGREEMENT (this "ThirdAmendment") dated as of August 9, 2016 is among AEGEAN BUNKERING (USA) LLC, a Delaware limited liability company (the"Borrower"), each Lender party hereto, and ABN AMRO CAPITAL USA LLC, as administrative agent and collateral agent (togetherwith its successors and assigns in such capacities, the "Agent"). Capitalized terms used herein and not otherwise defined herein shall havethe meanings given to them in the Credit Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, the Borrower, the Lenders, including, without limitation, the Daylight Overdraft Lender, the Swing Line Lenderand the Issuing Lenders, and the Agent, are parties to the Amended and Restated Uncommitted Credit Agreement dated as of August 22,2014 (as amended, supplemented or otherwise modified from time to time prior to the Effective Date (as defined in Section 3 below), the"Existing Credit Agreement" and, as amended by this Third Amendment and as further amended, supplemented or otherwise modifiedfrom time to time, the "Credit Agreement"); and WHEREAS, the Borrower has requested certain amendments to the Existing CreditAgreement, and the parties hereto have agreed to amend the Existing Credit Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Amendments.

Upon the occurrence of the Effective Date (as defined in Section 2 below), the Existing Credit Agreement is hereby amended asfollows:

(a) Section 1.1 is amended as follows:

(i) each of the following definitions are inserted in their appropriate alphabetical places as follows:

"Bail-In Action": the exercise of any Write-Down and Conversion Powers by the applicable EEA ResolutionAuthority in respect of any liability of an EEA Financial Institution.

"Bail-In Legislation": with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the



European Union, the implementing law for such EEA Member Country from time to time which is described in the EUBail-In Legislation Schedule.

"EEA Financial Institution": means (a) any credit institution or investment firm established in any EEAMember Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in anEEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financialinstitution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b)of this definition and is subject to consolidated supervision with its parent;

"EEA Member Country": any of the member states of the European Union, Iceland, Liechtenstein, andNorway.

"EEA Resolution Authority": any public administrative authority or any person entrusted with publicadministrative authority of any EEA Member Country (including any delegee) having responsibility for the resolutionof any EEA Financial Institution.

"EU Bail-In Legislation Schedule": the EU Bail-In Legislation Schedule published by the Loan MarketAssociation (or any successor Person), as in effect from time to time.

"Write-Down and Conversion Powers": with respect to any EEA Resolution Authority, the write-down andconversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicableEEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

(ii) the definition of "Applicable Margin" is amended and restated in its entirety as follows:

""Applicable Margin": on any date with respect to each Type of Loan (other than Daylight Overdraft Loans),the applicable rate per annum set forth below:

Type Margin

Base Rate Loans 1.00%Eurodollar Loans 2.00%Cost of Funds Loans 2.00%"

(iii) the definition of "Defaulting Lender" is hereby amended by adding the following clause (iii)immediately following clause (e)(ii) thereof and immediately before the word "provided":

"or (iii) has become the subject of a Bail-In Action;"

(iv) clause (c)(i)(B) of the definition of "Eligible Accounts Receivable — Tier 1" is amended by deleting"10 days" and replacing it with "5 days".

2



(v) the definition of "Eligible Accounts Receivable — Tier 2" is amended and restated in its entirety asfollows:

"Eligible Accounts Receivable — Tier 2": all Accounts created by the Borrower (net of any credits, rebates,offsets (including, without limitation, any offset relating to any forward contract marked-to-market loss), holdbacksor other adjustments or commissions and reduced by any sales, use, excise or other taxes, imposts, levies or othergovernmental charges included therein) which satisfy all of the requirements of Eligible Accounts Receivable — Tier1 other than clauses (b) and (c)(i)(A) of the definition thereof, provided that the Account Debtor shall have beenapproved in writing by the Administrative Agent. Notwithstanding the foregoing, (a) the aggregate amount of EligibleAccounts Receivable — Tier 2 due from any Account Debtor (other than any Account Debtor that is an Affiliate of theBorrower) and its Affiliates included in the Borrowing Base at any time, after giving effect to the applicable advancerate, shall not exceed 5.0% of the total aggregate amount of Eligible Accounts Receivable — Tier 1, Eligible AccountsReceivable — Tier 2 and Eligible Unbilled Accounts Receivable included in the Borrowing Base at such time, and(b) the aggregate amount of Eligible Accounts Receivable — Tier 2 due from Account Debtors that are Affiliates ofthe Borrower included in the Borrowing Base at any time, after giving effect to the applicable advance rate, shall notexceed $20,000,000.

(vi) clauses (e) and (f) of the definition of "Eligible Inventory" are amended and restated in their entiretyas follows:

"(e) none of such inventory is evidenced by bills of lading or other documents of title, whether negotiable ornon-negotiable, unless such negotiable bill of lading or negotiable document of title has been issued and duly negotiatedto the Collateral Agent or to order, or blank endorsed, and in the possession of the Collateral Agent, or such non-negotiable bill of lading or document of title has been issued in the name of and delivered to the Collateral Agent, and,in each case, the issuer is acceptable to the Collateral Agent;

(f) such inventory is either (i) located in the United States at a third party storage facility acceptableto the Administrative Agent in its sole discretion and such storage facility has executed a control agreement with theCollateral Agent, satisfactory to the Collateral Agent in its sole discretion, or (ii) in transit on a barge or other vesselto a buyer in connection with a sale in the ordinary course of business and such inventory is (A) evidenced by 3/3on board negotiable bills of lading that have been issued and duly negotiated to the Collateral Agent, or to order andblank endorsed and in the possession of the Collateral Agent and (B) located on a vessel chartered to the Borrower bya person acceptable to the Collateral Agent in its sole discretion;"

(vii) the definition of "Eligible Inventory — Tier 2" is amended and restated in its entirety as follows:

"Eligible Inventory — Tier 2": as of any date of determination, inventory of the Borrower in transit on a bargeor other vessel which would constitute Eligible Inventory but for the failure to satisfy clauses (e) and (f) of the definitionthereof, and is evidenced

3



by copies of negotiable or non-negotiable documents of title issued to the Borrower or the Collateral Agent (and suchcopies are in the possession of the Collateral Agent), and which was purchased by the Borrower less than 45 days priorto its inclusion in the Borrowing Base (at any time) as Eligible Inventory — Tier 2. Notwithstanding the foregoing, theaggregate amount of Eligible Inventory — Tier 2 included in the Borrowing Base at any time, after giving effect to theapplicable advance rate, shall not exceed $40,000,000.

(viii) the definition of "Guarantors" is amended and restated in its entirety as follows:

"Guarantors": The Parent and any other Person becoming party to this Agreement (by supplement orotherwise), as a Guarantor."

(ix) the definition of "Termination Date" is amended and restated in its entirety as follows:

""Termination Date": August 8, 2017, provided, that if such date is not a Business Day, the Termination Dateshall be the next preceding Business Day."

(b) Section 5.21 is amended and restated in its entirety as follows:

"5.21 Use of Letters of Credit and Proceeds of Loans. (a) On the Amended and Restated Effective Date, theLetters of Credit and the proceeds of the Loans shall be used to refinance outstandings under the Borrower's Existing CreditAgreement, (b) on and after the Amended and Restated Effective Date, the Letters of Credit and the proceeds of the Loans shallbe used by the Borrower for the purpose of: (i) the purchase, transportation, storage, hedging and sale of Eligible Commoditiesand Accounts Receivable arising from sale thereof on terms and conditions and acceptable to the Required Lenders, (ii) thefunding of loans by the Borrower to certain Affiliates of the Borrower to the extent expressly permitted under this Agreementand (iii) the funding of the general working capital needs and other limited liability company requirements of the Borrower."

(c) Section 8.8(b) is amended and restated in its entirety as follows:

"(b) Investments by any Loan Party or any of their respective Subsidiaries in any other Loan Party, provided,that the Borrower may make loans to Affiliates in an aggregate amount not to exceed $25,000,000, so long as (i) no Default orEvent of Default shall have occurred and be continuing or result from the making of such loan, (ii) the Lenders shall not have(A) declared the Obligations to be due and payable or (B) demanded payment of the Loans and Reimbursement Obligationsor Cash Collateral for the L/C Obligations, (iii) if, immediately prior to or after giving effect to any such loan, the aggregateoutstanding amount of all loans made by the Borrower to its Affiliates is greater than $15,000,000, the Borrower shall havegiven the Administrative Agent and each Lender reasonable prior notice of such loan, and (iv) the Borrower shall have deliveredto the Administrative Agent (A) a certificate of a Responsible Person, in form and substance satisfactory to the AdministrativeAgent, representing and warranting compliance with the terms and conditions of the financial condition covenants, both

4



before and immediately after giving effect to any such loan, and providing detailed calculations of the financial covenantscontained therein and (B) if, immediately prior to or after giving effect to any such loan, the aggregate outstanding amountof all loans made by the Borrower to its Affiliates is greater than $15,000,000, a Compliance Certificate showing pro-formacompliance with the terms of the Credit Agreement before and immediately after giving effect to any such loan;"

(d) Section 11.18 is amended and restated in its entirety as follows:

"11.18 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstandinganything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any of theparties thereto, each of the Borrower and the Secured Parties acknowledges that any liability of any EEA Financial Institutionarising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversionpowers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to anysuch liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments ofownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it orotherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of anyrights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority."

(e) Exhibit K is amended and restated in its entirety as set forth on Annex I hereto.

SECTION 2. Effectiveness of Amendment.

This Third Amendment shall become effective on the date (the "Effective Date") on which:

(a) each of the Borrower, the Guarantors (as defined in the Existing Credit Agreement), the Agent and the Lendersshall have duly executed this Third Amendment;

(b) the Administrative Agent shall have received, with a counterpart for each Lender, a fully completedBorrowing Base Report and a completed Position Report, each

5



executed by a Responsible Person of the Borrower in his or her capacity as a Responsible Person and copies of recent financial statementsas required to be delivered under the Credit Agreement;

(c) the Borrower shall have paid all of the Lead Arranger's, the Agent's and the Lenders' fees and the LeadArranger's and the Agent's legal fees and all reasonable out-of-pocket costs incurred in connection with this Third Amendment and alldue diligence in respect hereof;

(d) the Borrower shall have delivered to the Agent such lien searches as the Agent shall request and the Agentshall have completed its Collateral and Risk Management Practices review; and

(e) the Borrower shall have delivered to the Agent such opinions of counsel, authorization and organizationaldocuments and certificates of good standing, in each case as the Agent or the Lenders shall request.

SECTION 3. Release.

Upon the occurrence of the Effective Date (as defined in Section 2 above), the Administrative Agent and each Lender herebyunconditionally and irrevocably releases Aegean Belgium and Aegean Liberia from all of their respective obligations under the ExistingCredit Agreement and the other Loan Documents, except to the extent of any rights and obligations specifically designated in the ExistingCredit Agreement or any other Loan Documents as surviving such release and termination of obligations. The foregoing does not releaseAegean Bunkering (USA) LLC, a Delaware limited liability company (as the Borrower or in any other capacity), the Parent (as aGuarantor, a Loan Party or in any other capacity) or any other Loan Party with respect to its obligations under the Credit Agreement orany of the other Loan Documents.

SECTION 4. Effect of Amendment; Ratification; Representations; etc.

(a) On and after the Effective Date, this Third Amendment shall be a part of the Credit Agreement, all referencesto the Credit Agreement in the Credit Agreement and the other Loan Documents shall be deemed to refer to the Existing Credit Agreementas amended by this Third Amendment, and the term "this Agreement", and the words "hereof", "herein", "hereunder" and words of similarimport, as used in the Credit Agreement, shall mean the Existing Credit Agreement as amended hereby. This Third Amendment shallconstitute a Loan Document.

(b) Except as expressly set forth herein, this Third Amendment shall not constitute an amendment, waiver orconsent with respect to any other provision of the Credit Agreement and the Credit Agreement, as amended, and each other LoanDocument is hereby ratified, approved and confirmed in all respects.

(c) In order to induce the Agent and the Lenders to enter into this Third Amendment, the Borrower represents andwarrants to the Agent and the Lenders that before and after giving effect to the execution and delivery of this Third Amendment:

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(i) the representations and warranties of the Borrower set forth in the Credit Agreement and in theother Loan Documents are true and correct in all material respects as if made on and as of the date hereof, except for thoserepresentations and warranties that by their terms were made as of a specified date which were true and correct on and as of suchdate; and

(ii) no Default or Event of Default has occurred and is continuing.

SECTION 5. Counterparts.

This Third Amendment may be executed by one or more of the parties to this Third Amendment on any number of separatecounterparts (including by facsimile or email transmission of signature pages hereto), and all of said counterparts taken together shall bedeemed to constitute one and the same agreement. A set of the copies of this Third Amendment signed by all the parties shall be lodgedwith the Borrower and the Agent.

SECTION 6. Severability.

Any provision of this Third Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any suchprohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 7. GOVERNING LAW.

THIS THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BEGOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEWYORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

SECTION 8. WAIVERS OF JURY TRIAL.

EACH OF THE BORROWER, THE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLYWAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS THIRD AMENDMENT AND FORANY COUNTERCLAIM THEREIN.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed as of the day and year firstabove written.

BORROWER:

AEGEAN BUNKERING (USA) LLC

By: /s/ Emmanouil ChochlakisName: Emmanouil ChochlakisTitle: Director

Signature page to Third Amendment to Amended and Restated Uncommitted Credit Agreement



AGENTS AND LENDERS:

ABN AMRO CAPTIAL USA LLC,as Administrative Agent, Collateral Agent, Syndication Agent, aLender, an Issuing Lender, the Swing Line Lender and the DaylightOverdraft Lender

By: /s/ Uvrashi ZutshiName: Uvrashi ZutshiTitle: Managing Director

By: /s/ Thomas B. PinckneyName: Thomas B. PinckneyTitle: Vice President




BNP PARIBAS,as Documentation Agent and a Lender

By: /s/ Suzanne DurneyName: Suzanne DurneyTitle: Managing Director

By: /s/ Pauline BlandinName: Pauline BlandinTitle: Vice President




NATIXIS NEW YORK, BRANCH,as a Lender

By: /s/ David PershadName: David PershadTitle: Managing Director

By: /s/ Carla GrayName: Carla GrayTitle: Director




COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH(formerly known as Coöperatieve Raiffeisen-Boerenleenbank B.A.,"Rabobank Nederland", New York Branch), as a Lender

By: /s/ Gijs VosName: Gijs VosTitle: Managing Director

By: /s/ Lionel AutretName: Lionel AutretTitle: Managing Director




SOCIETE GENERALE,as a Lender

By: /s/ Michiel van der VoortName: Michiel van der VoortTitle: Managing Director




ING BELGIUM, GENEVA BRANCH,as a Lender

By: /s/ Patrick ArnaudName: Patrick ArnaudTitle: Group Head

By: /s/ Bessam Ben AliName: Bessam Ben AliTitle: Deputy Credit Risk Manager




MACQUARIE BANK LIMITED,as a Lender

By: /s/ Robert TrevenaName: Robert TrevenaTitle: Division Director

By: /s/ Nathan BookerName: Nathan BookerTitle: Division Director




ACKNOWLEDGED AND AGREED:

AEGEAN MARINE PETROLEUM NETWORK INC.,as a Guarantor

By: /s/ N. TavlariosName: N. TavlariosTitle: President

By: /s/ S. GianniotisName: S. GianniotisTitle: CFO


By: /s/ Crystalla YiallourouName: Crystalla YiallourouTitle: President

By:Name:Title:

AEGEAN NWE N.V.

By: /s/ A. VertommenName: A. VertommenTitle: Managing Director

By: /s/ A. AthanasianisName: A. AthanasianisTitle: Director




Annex I to Third Amendment

Exhibit Kto Amended and Restated Uncommitted Credit Agreement

FORM OF POSITION REPORT(TO THE AMENDED AND RESTATED UNCOMMITTED CREDIT AGREEMENT)

______________ __, 201_

This Position Report is delivered pursuant to Section 7.2(g) of the Amended and Restated Uncommitted CreditAgreement, dated as of August 22, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the "CreditAgreement"), among Aegean Bunkering (USA) LLC (the "Borrower"), the several banks and other financial institutions or entities fromtime to time parties thereto (the "Lenders") and ABN AMRO CAPITAL USA LLC, as administrative agent, collateral agent, daylightoverdraft lender, swing line lender and an issuing lender. Capitalized terms used herein but not defined herein shall have the meaningsprovided in the Credit Agreement.

The undersigned hereby certifies to the Administrative Agent and the Lenders as follows:

1. I am the duly elected, qualified and acting __________________ of the Borrower.

2. To the best of my knowledge, each Loan Party has observed or performed all of its covenants and otheragreements and satisfied every condition contained in the Credit Agreement and the other Loan Documents to be observed, performedor satisfied by it, and I have obtained no knowledge of any Default or Event of Default, in each case except as disclosed on Schedule 1hereto.

3. To the best of my knowledge, the information contained in Attachment 1 hereto and the supporting schedulesthereto is true and correct:

IN WITNESS WHEREOF, the undersigned has executed this Position Report as of the date set forth below.

Name:Title:

Dated: ______________ __, 20__



Attachment 1to Exhibit K

Maximum Position Limits:

As of ___________ __, 20__ [FINAL DAY OF THE PRECEDING MONTH], the following is a summary of the Borrower's positions:

Category Limit Name Position Limit Actual Value

Portfolio VaR [$5.0 Million]Term [18 months]

Distillate Flat [100 Contract Equivalents]Location [300 Contract Equivalents]Grade [300 Contract Equivalents]Cracks/Cross Prod [500 Contract Equivalents]Time Spread [1,000 Contract Equivalents]VaR [$1.5 Million]

Residual Flat [250 Contract Equivalents]Location [700 Contract Equivalents]Grade [700 Contract Equivalents]Cracks/Cross Prod [1,000 Contract Equivalents]Time Spread [3,000 Contract Equivalents]VaR [$3.5 Million]

Attached hereto are Schedules supporting the calculation of the above positions.



SUPPORTING SCHEDULES TO POSITION REPORT

[TO BE ATTACHED]



Schedule 1to Exhibit K

[Defaults and Events of Default]



Exhibit 4.56

FIRST AMENDMENT TO AMENDED AND RESTATED TRADE RECEIVABLESPURCHASE AGREEMENT

FIRST AMENDMENT, dated as of November 14, 2016 (this "First Amendment"), to the Amended and Restated TradeReceivables Purchase Agreement, dated as of November 13, 2015 (as amended, supplemented or otherwise modified from time to time,the "Purchase Agreement"), by and among Aegean Marine Petroleum S.A. (the "Seller"), Deutsche Bank AG, New York Branch andDeutsche Bank Trust Company Americas, as purchasers (the "Purchasers") Unless otherwise defined herein, terms used herein shall havethe meanings assigned thereto in the Purchase Agreement.

W I T N E S S E T H:

WHEREAS, the Seller has requested the extension of the Facility Termination Date for an additional period of one year;and WHEREAS, the Purchasers are willing to agree to such extension only upon the terms and subject to the conditions set forth herein;and NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the Seller and the Purchasershereby agree as follows:

1. Amendment to Section 1.1 of the Purchase Agreement. Section 1.1 of the Purchase Agreement is herebyamended as follows by amending the definition of "Availability Termination Date" to read in its entirety as follows:

"Facility Termination Date" means the earliest of (i) November 14, 2017, and (ii) the date on which the Purchasersdeliver to the Servicer a notice of termination as a result of a Termination Event in accordance herewith (or the date on which suchtermination becomes effective automatically pursuant to Section 7).

2. Amendment to Section 2.4. Section 2.4 is hereby amended by deleting the phrase "(the "Fee Letter") and addingthe phrase "the First Amendment to Fee Letter dated April 29, 2016 and the Second Amendment to Fee Letter dated November 14, 2016(collectively, the "Fee Letter")".

3. Amendment to Section 3.1. The first two sentences of Section 3.1 are hereby amended in its entirety to read asfollows:

"The audited Consolidated balance sheets of the Guarantor and its Consolidated Subsidiaries as at December 31, 2015,and the related statements of income and of cash flows of the Guarantor for the fiscal year ended on such date, contained in its AnnualReport on Form 20-F filed with the SEC on April 28, 2016, present fairly in all material respects the consolidated financial condition ofthe Guarantor and its Consolidated Subsidiaries as at such date, and the Guarantor's Consolidated results of operations and cash flowsfor the respective fiscal years then ended. The unaudited condensed Consolidated balance sheet of the Guarantor and its ConsolidatedSubsidiaries as at June 30, 2016, and the related statements of income and cash flows of the Guarantor for the fiscal quarter ended onsuch date, contained in its Quarterly



Report on Form 6-K filed with the SEC on August 10, 2016, present fairly in all material respects the consolidated financial condition ofthe Guarantor and its Consolidated Subsidiaries asp at such date, and the Guarantor's Consolidated results of operations and cash flowsfor the respective fiscal quarter then ended."

4. Amendment to Section 3.2. The reference in Section 3.2 to "December 31, 2014" shall be deemed to refer to"December 31, 2015".

5. Representation and Warranties. The Seller, as of the date hereof and after giving effect to the amendmentscontained herein, hereby confirms, reaffirms and restates the representations and warranties made by it in the Purchase Agreement, allas if made on the date hereof and hereby represents and warrants to the Purchasers that no Incipient Termination Event or TerminationEvent has occurred and is continuing, either before or after giving effect to the terms hereof. The Seller hereby represents and warrantsto the Purchasers that the execution, delivery and performance of this First Amendment and any and all other agreements, documentsand instruments executed and/or delivered in connection herewith have been duly authorized by all requisite action on the part of theSeller, constitute the legal, valid and binding obligation, enforceable against it in accordance with their terms and will not violate theSeller's organizational or governing documents. No consent or authorization of, filing with, notice to or other act by or in respect of anyGovernmental Authority or any other Person is required in connection with the extensions of credit hereunder or with the execution,delivery, performance, validity or enforceability of this First Amendment. This First Amendment has been duly executed and deliveredon behalf of the Seller.

6. Conditions to Effectiveness. This First Amendment shall become effective on the date upon which thePurchasers have received (i) counterparts hereof and of the Second Amendment to the Fee Letter, dated November 14, 2016, dulyexecuted and delivered by the Seller, (ii) payment of the fees payable of the Purchasers as contemplated by the Fee Letter, (iii) extensionof the appointment of process agent for an additional period of 18 months beyond the current expiration of such appointment, (iv) theratification of the Limited Guarantee by the Guarantor in form and substance satisfactory to the Purchasers, and (v) payment of fees anddisbursements of counsel to the Purchasers incurred in connection herewith (the date on which the last of such conditions shall have beensatisfied being "Effective Date"). The Purchasers shall inform the Seller of the occurrence of the Effective Date.

7. Limited Effect. The execution, delivery and effectiveness of this First Amendment shall not, except asexpressly provided herein, operate as a waiver of any right, power or remedy of the Purchasers under the Purchase Agreement or anyother Transaction Document, nor constitute a waiver of any provision of the Purchase Agreement or any other Transaction Document.Except as expressly amended, modified and supplemented herein, all of the provisions and covenants of the Purchase Agreement and theother Transaction Documents are and shall continue to remain in full force and effect in accordance with the terms thereof and are herebyin all respects ratified and confirmed.

8. Governing Law; Counterparts. (a) This First Amendment and the rights and obligations of the parties heretoshall be governed by, and construed and interpret: in accordance with, the laws of the State of New York.

(b) This First Amendment may be executed by one or more of the parties hereto on any number of separate counterparts,and all of said counterparts taken together shall be



deemed to constitute one and the same instrument. This First Amendment may be delivered by facsimile transmission of the relevantsignature pages hereof.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered bytheir proper and duly authorized officers as of the day and year first above written.

SELLER AEGEAN MARINE PETROLEUM S.A.

By: /s/ S. GianniotisName: S. GianniotisTitle: CFO

By:Name:Title:

PURCHASERS DEUTSCHE BANK AG, NEW YORK BRANCH

By: /s/ Robert AltmanName: Robert AltmanTitle: Vice President

By: /s/ Diana WongName: Diana WongTitle: Vice President

DEUTSCHE BANK TRUST COMPANY AMERICAS

By: /s/ Robert AltmanName: Robert AltmanTitle: Vice President

By: /s/ Diana WongName: Diana WongTitle: Vice President



Exhibit 4.58

LOAN AGREEMENT

THIS LOAN AGREEMENT (the "Agreement") is made on 24 October 2016 by and between:

1. GRADY PROPERTIES CORPORATION S.A., a public limited company ("societe anonyme") incorporated under the lawsof the Grand Duchy of Luxembourg, having its registered office at, 22, Avenue de la Liberte, L-1930 Luxembourg, Grand Duchy ofLuxembourg, registered with the Luxembourg Trade and Companies' Register under number B 191527 (the "Lender") and

2. AEGEAN MARINE PETROLEUM S.A., a company incorporated under the laws of the Republic of Liberia, whose registeredoffice is at 80, Broad Street, Monrovia, Liberia and a place of establishment at 36, Vyronos street, Nicosia, Cyprus (the "Borrower")

The Lender and the Borrower are hereinafter individually referred to as a "Party" and collectively as the "Parties".

RECITALS

(A) Whereas, the Lender and the Borrower agreed that the Lender shall grant a loan facility to the Borrower to finance theBorrower's general business activities.

(B) Whereas the Borrower accepts the loan and agrees to repay it and pay interest, all under the terms set out bellow.

NOW THEREFORE FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES HEREIN CONTAINED THEPARTIES HERETO AGREE AS FOLLOWS:

1. INTERPRETATION

1.1 Definitions

In this Agreement, the following words and expressions will have the following definitions:

"Interest" The loan shall bear interest at an annual rate equal to 6%

"Repayment Date" means the 28 December 2016 and

"Facility Amount" means the maximum aggregate principal amount of this facility in the sum of US DOLLARS Twenty Five Million(US$ 25,000,000.00) which the Lender has agreed to lend to the Borrower pursuant to the terms of this Agreement by transferring the saidamount to the following Bank account held in NATIONAL BANK OF FUJAIRAH, FUJAIRAH, U.A.E, A/C: 012000167353, IBAN:AE48 0380 00001200 0167 353, Benef: AEGEAN MARINE PETROLEUM LLC

1



"Loan" means the aggregate principal amount for the time being outstanding from the borrowers hereunder

1.2 Titles of the Clauses are only inserted for practical reference reasons and shall be ignored for the interpretation of the Agreement.

1.3 Terms defined in the singular shall have a correlative meaning when used in the plural and vice versa.

1.4 Any reference to a Clause refers to the relevant Clause in this Agreement.

2. THE LOAN

Subject to the terms and conditions of this Agreement, the Lender shall make available to the Borrower the Loan. The Loan may beavailable for drawn down, until 31St October 2016 at the latest, in one or more tranche(s) as agreed between the Lender and the Borrower.

3. REPAYMENT

3.1 Subject to the provisions of Clause 3.2 hereunder, the Borrower shall repay to the Lender the Loan plus any accrued and unpaidinterest on or before the Repayment Date, unless otherwise agreed by the Parties.

3.2 The Lender may at any time and at its sole and unfettered discretion request the early repayment of the Loan plus any accrued andunpaid interest.

3.3 The Borrower may prepay the Loan by giving the Lender not less than two (2) days of prior whiten irrevocable notice duly signed bythe Borrower, the Borrower may reborrow any amounts prepaid.

4. EXPENSES — TAXES

The Borrower shall also be charged with any and all expenses, costs, stamp duties, taxes and fees under this Agreement, including alllegal fees and costs which may be incurred for the enforcement of this Agreement, in case of non-repayment.

5. PAYMENTS

5.1 All payments under this Agreement will be made in USD

5.2 All payments by the Borrower pursuant to this Agreement to the Lender will be made to the bank account as the Lender will havenotified to the Borrower from time to time.

5.3 All payments by the Borrower will be effected net of all tax deduction or withholding tax

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6. ASSIGNMENT

6.1 The Agreement will be binding for the Lender and for the Borrower and for their respective successors and beneficiaries.

6.2 No Party shall assign, transfer, charge or otherwise deal with all or any of its rights and/or obligations under this Agreement nor grant,declare, create or dispose of any right or interest in it, or sub-contract the performance of any of its obligations under this Agreement inwhole or in part without the written consent of the other Party.

7. SECURITY

If, in the opinion of the Lender, it is necessary to secure the full and timely performance of the obligations of the Borrower under thisAgreement, the Borrower shall be obliged to create security upon the request of the Lender within a reasonable period of time specifiedby the Lender (which shall, however, not be shorter than five (5) business Days after such request)

8. SEVERABILITY

In case a provision of the present Agreement and/or of any other document executed pursuant to the present Agreement is invalid, illegalor inapplicable in any view by application of a law, the validity, the legality and applicability of the other provisions of the deed concernedshall not be affected.

9. VARIATION

No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the Parties to it. The expression`variation" shall include any variation, supplement, deletion or replacement however effected.

10. COUNTERPARTS

This Agreement may be executed in any number of counterparts each of which shall be an original, but all of which together shallconstitute one and the same instrument.

11. NOTICES

11.1 All notices shall be addressed as follows or at such other address as the relevant Party may hereafter designate by notice to the otherParty hereto:

(i) If to the Borrower:

AEGEAN MARINE PETROLEUM S.A.36 Vyronos Str. Nicosia Cyprus

For the attention of the board of directors

(ii) If to the Lender:

GRADY PROPERTIES CORPORATION S.A.

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22, Avenue de la Liberte,L-1930 Luxembourg,Grand Duchy of Luxembourg

For the attention of the board of directors

12. APPLICABLE LAW AND JURISDICTION

12.1 This Agreement and all amendments, supplements, modification, waivers and consents relating thereto or thereto shall be governedand construed and enforced in accordance with the laws of the Grand Duchy of Luxembourg.

12.2 Each Party agrees that any controversy, dispute or claim arising out of or relating to this Agreement, or the breach thereof, shall bebrought before the competent courts of Piraeus.

IN WITNESS WHEREOF this Agreement has been executed by the Parties in two (2) original copies Effective Date.

THE LENDER THE BORROWER

/s/ Chrystalla Yiallourou /s/ Kyriakos Kyriakou /s/ Stavroula Fragkoulakis /s/ George TzannakosBy: Chrystalla Yiallourou By: Stavroula FragkoulakisKyriakos Kyriakou George TzannakosTitle: Directors Title: Directors

4



Exhibit 4.59

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this "Agreement") is entered into as of August 17, 2016 by and between AegeanMarine Petroleum Network Inc., a Marshall Islands corporation (the "Buyer" or "AMPNI"), Dimitris Melisanidis ("DM") and LeskiraHoldings Co. Limited, a Cypriot corporation controlled by DM ("Leskira"). DM and Leskira are sometimes referred to in thisAgreement each as a "Seller" and collectively as the "Sellers". The Sellers and the Buyer are sometimes referred to in this Agreement asa "Party" and collectively as the "Parties".

RECITALS

WHEREAS, DM is the sole beneficial owner of an aggregate of 11,303,031 common shares, par value $0.01 pershare, of AMPNI (the "AMPNI Shares"), of which he owns 1,215,000 common shares directly in his individual capacity and10,088,031 common shares indirectly through Leskira;

WHEREAS, the Sellers desire to sell to the Buyer, and the Buyer desires to purchase from the Sellers, the AMPNIShares; and

WHEREAS, the Parties intend that this shall be an en-bloc transaction and the sale and transfer of the AMPNIShares by each of the Sellers to AMPNI will take place simultaneously.

AGREEMENT

NOW, THEREFORE, in consideration of the respective representations, warranties and agreements containedherein and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Sellers and theBuyer hereby agree as follows:

ARTICLE 1

STOCK PURCHASE AND CLOSING

1.1 Stock Purchase. At the Closing (as defined below), subject to the terms and conditions herein contained, theSellers shall sell, convey, transfer, assign and deliver to the Buyer, and the Buyer shall purchase and acquire, the AMPNI Shares,together with all rights and interests associated therewith.

1.2 Purchase Price. As consideration for the purchase of the AMPNI Shares at the Closing, the Buyer shall payto the Sellers an aggregate purchase price (the "Purchase Price") of $99,579,703.11, or $8.81 per share, payable by wire transfer or bydelivery of other immediately available funds to an account designated by the Sellers in writing.

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1.3 Closing. The consummation of the purchase and sale of the AMPNI Shares (the "Closing") shall take placeat the offices of Seward & Kissel LLP, One Battery Park Plaza, New York NY 10004, on the date hereof or on such later date as may bemutually agreed upon by the Sellers and the Buyer, but in no event later than September 15, 2016 (the "Closing Date").

1.4 Deliveries. At the Closing, to make the applicable transfer referred to in Section 1.1 and the delivery of theapplicable consideration described in Section 1.2, the Sellers and the Buyer shall deliver the following:

1.4.1 The Sellers shall deliver to the Buyer the AMPNI Shares free and clear of any and all charges, claims,conditions, encumbrances, equitable interests, liens, mortgages, options, pledges, rights of refusal, security interests orrestrictions of any kind, including any restrictions on use, voting, transfer, receipt of income, or exercise of any other attributeof ownership, in each case of any nature whatsoever (collectively, "Liens"), except for any restrictions on the resale of theAMPNI Shares under the Securities Act of 1933, as amended (the "Securities Act") or under applicable state securities laws("Permitted Liens"), together with stock powers duly executed in blank, proper form for transfer, together with any necessaryassignment documents in form and substance as reasonably requested by the Buyer.

1.4.2 The Buyer shall pay the Purchase Price to the Sellers as provided in Section 1.2.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each of the Sellers jointly and severally represent and warrant to the Buyer that the statements in the followingsections of this Article 2 are true and correct as of the date of this Agreement and as of the Closing Date:

2.1 Organization, Good Standing. Leskira is duly organized, validly existing and in good standing under the lawsof Cyprus and has all requisite power and authority to carry on its business and to own, lease, operate and hold its properties and assets.

2.2 Authority. Each of the Sellers has the full legal right and requisite power and authority and has taken allaction necessary in order to execute, deliver and perform fully its obligations under this Agreement and to consummate the transactionscontemplated herein.

2.3 No Conflicts. The execution, delivery and performance by each of the Sellers of this Agreement will not (a)violate any provision of Leskira's governing documents, (b) require any authorization, consent, approval, license, exemption of or filingor registration with any national, federal, regional, state, multi-state, municipal or other governmental authority of any nature, includingany court, subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any regulatory or taxingauthority (any such governmental authority or body, a "Governmental Body"), by the Sellers, except for filings under the SecuritiesExchange Act of 1934, as amended, and the rules and regulations thereunder

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("Exchange Act"), which Sellers will make as required under the Exchange Act following the execution of this Agreement, or (c) causethe Sellers to violate or contravene any provision of law, any rule or regulation of any Governmental Body, or any order, writ, judgment,injunction, decree, determination or award, binding upon or applicable to the Sellers.

2.4 Binding Obligation. This Agreement has been duly authorized, executed and delivered by each of the Sellersand constitutes a valid and binding agreement of each of the Sellers, enforceable against each such Sellers in accordance with its terms,subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relatingto or affecting creditors' rights and to general equity principles.

2.5 Ownership of Common Stock. Each Seller is the sole legal and record owner and holder of, and has good,valid and marketable title to and the right to transfer, the number of AMPNI Shares owned by such Seller and to be sold pursuant to thisAgreement, as set forth on Schedule 1 hereto, free and clear of any Liens (other than Permitted Liens). DM is the sole ultimatebeneficial owner of the AMPNI Shares. Upon the consummation of the transactions contemplated herein, the Buyer will be the solelegal, beneficial and record owner and holder of, and will have good and valid title to the AMPNI Shares, free and clear of all Liens(other than Permitted Liens). The Sellers are not subject to any agreement, contract, voting trust, understanding, option, warrant orother right (including conversion, exchange or preemptive rights or rights of first refusal) with respect to the AMPNI Shares.

2.6 No Litigation. There is no suit, action, investigation, inquiry or other proceeding pending or, to itsknowledge, threatened against any of the Sellers that challenges, or has the effect of interfering with, the validity or legality of thetransactions contemplated in this Agreement.

2.7 Affiliate Status; Restricted Securities; No Solicitation. Each Seller is an "affiliate" of the Company, and theAMPNI Shares are "restricted securities," as such terms are defined in Rule 144 under the Securities Act. In connection with the offerand sale of the AMPNI Shares, neither the Sellers, any affiliate of the Sellers nor any person acting on the Sellers' or such affiliates'behalf has engaged in any form of general solicitation or general advertising.

2.8 Adequate Information. Each Seller (a) is a sophisticated person with respect to the sale of the AMPNIShares, (b) has adequate information concerning the business and financial condition, prospects and plans of the Company to make aninformed decision regarding the sale of the AMPNI Shares, and (c) has independently and without reliance upon the Buyer, and basedon such information as the Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Sellersacknowledge that the Buyer has not given the Sellers any investment advice or opinion on whether the sale of the AMPNI Shares isprudent or suitable and the Sellers are not relying on any representation or warranty by the Buyer except as expressly set forth in thisAgreement. Each Seller acknowledges, by reason of its affiliate status and business and financial experience, that it is capable ofevaluating the merits and risks of the sale of the AMPNI Shares and of protecting its own interests in connection with sale of theAMPNI Shares.

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2.9 Exemption from Registration. The AMPNI Shares are being offered and sold pursuant to an exemption fromthe registration requirements of the Securities Act.

2.10 No Brokers or Finders. No broker or finder has been engaged by the Sellers in connection with thetransactions contemplated in this Agreement, and no commission, finder's fees or other similar compensation or remuneration is payableto any person as a result of the Sellers' actions in connection with the execution and delivery of this Agreement or the consummation ofthe transactions contemplated herein.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF BUYER

The Buyer represents and warrants to the Sellers that the statements in the following sections of this Article 3 are trueand correct as of the date of this Agreement and as of the Closing Date:

3.1 Organization, Good Standing. The Buyer is duly organized, validly existing and in good standing under thelaws of the Republic of the Marshall Islands, and has all requisite power and authority to carry on its business and to own, lease, operateand hold its properties and assets.

3.2 Authority. The Buyer has the full legal right and requisite power and authority and has taken all actionnecessary in order to execute, deliver and perform fully its obligations under this Agreement and to consummate the transactionscontemplated herein.

3.3 No Conflicts. The execution, delivery and performance by the Buyer of this Agreement will not (a) violateany provision of the Buyer's governing documents, (b) require any authorization, consent, approval, license, exemption of or filing orregistration with any Governmental Body by the Buyer, except for filings under the Exchange Act, which the Buyer will make asrequired under the Exchange Act following the execution of this Agreement, (c) cause the Buyer to violate or contravene any provisionof law, any rule or regulation of any Governmental Body, or any order, writ, judgment, injunction, decree, determination or award,binding upon or applicable to the Buyer, or (d) result in a material violation or breach of, or constitute (with or without notice or thelapse of time or both) a material default or an event of default under, or result in materially adverse consequences to the Buyer under,any indenture, mortgage, bond, contract, license, agreement, permit, instrument or other obligation to which Buyer is a party or bywhich the Buyer is bound or affected.

3.4 Binding Obligation. This Agreement has been duly authorized, executed and delivered by the Buyer andconstitutes a valid and binding agreement of the Buyer, enforceable against the Buyer in accordance with its terms, subject tobankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to oraffecting creditors' rights and to general equity principles.

3.5 No Brokers or Finders. No broker or finder has been engaged by the Buyer in connection with thetransactions contemplated in this Agreement, and no commission, finder's fees or other similar compensation or remuneration is payableto any person as a result of the

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Buyer's actions in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplatedherein.

ARTICLE 4

SELLERS' CONDITIONS TO CLOSING

At the Closing, the obligation of the Sellers to sell the AMPNI Shares to the Buyer is subject to the fulfillment at theClosing of the following conditions:

4.1 Representations and Warranties; Compliance. The representations and warranties of the Buyer contained inArticle 3 of this Agreement shall be true and correct in all material respects at and as of such Closing as though then made, and Buyershall have performed and complied in all material respects with all conditions and agreements required by this Agreement to beperformed and complied with by it on or prior to the Closing Date.

4.2 Legal Investment. On the Closing Date, the purchase and sale of the AMPNI Shares shall be permitted bythe laws and regulations of each relevant jurisdiction.

4.3 No Actions Pending. There shall be no suit, action, investigation, inquiry or other proceeding by anyGovernmental Body or other person or entity pending or threatened in writing that challenges, or has the effect of interfering with, thevalidity or legality of the transactions contemplated in this Agreement.

ARTICLE 5

BUYER'S CONDITIONS TO CLOSING

The obligation of the Buyer to purchase the AMPNI Shares from the Seller is subject to the fulfillment at the Closingof the following conditions:

5.1 Representations and Warranties; Compliance. The representations and warranties of the Sellers contained inArticle 2 of this Agreement shall be true and correct in all material respects at and as of such Closing as though then made, and theSellers shall have performed and complied in all material respects, with all conditions and agreements required by this Agreement to beperformed and complied with by it on or prior to the Closing Date.

5.2 Legal Investment. On the Closing Date, the purchase and sale of the AMPNI Shares shall be permitted bythe laws and regulations of each relevant jurisdiction.

5.3 No Actions Pending. There shall be no suit, action, investigation, inquiry or other proceeding by anyGovernmental Body or other person or entity pending or threatened in writing that challenges, or has the effect of interfering with, thevalidity or legality of the transactions contemplated in this Agreement.

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ARTICLE 6

TERMINATION

6.1 Termination. This Agreement may be terminated by written agreement of the Sellers and the Buyer at anytime.

6.2 No Further Liability. If this Agreement is terminated by the Sellers and the Buyer pursuant to this Article 6,(a) neither Party shall have any further obligation or liability under this Agreement, other than by reason of a breach or default by aParty hereunder, and (b) any monies, instruments or documents of any Party held in escrow or transferred to the other Party inconnection with the transactions contemplated herein with respect to which the Closing shall not have occurred shall be immediatelyreturned to such Party. For the avoidance of doubt, any such termination shall not have any effect whatsoever on any transactionscontemplated herein with respect to which the Closing has occurred. Section 6.2 and Article 7 shall survive any termination of thisAgreement.

ARTICLE 7

MISCELLANEOUS

7.1 Indemnification by Sellers. The Sellers will indemnify and hold harmless the Buyer and its directors,officers, partners, principals and affiliates with respect to any and all losses, liabilities, damages, or expenses (including, withoutlimitation, reasonable attorneys' fees and disbursements) (collectively, "Damages") arising from the breach of any of therepresentations, warranties or agreements made hereunder by the Sellers or arising from Buyer enforcing its rights under thisAgreement.

7.2 Indemnification by Buyer. The Buyer will indemnify and hold harmless the Sellers and their respectivedirectors, officers, partners, principals and affiliates, as applicable, with respect to any and all Damages arising from the breach of anyof the representations, warranties or agreements made hereunder by the Buyer or arising from Sellers enforcing their rights under thisAgreement.

7.3 Survival. The representations, warranties and agreements of the Parties shall survive the Closing. Noinvestigation by or any knowledge of any Party or its directors, officers, employees, agents or representatives with respect to the otherParty or the AMPNI Shares or any fact, matter or circumstance shall affect or limit the representations and warranties received by thatParty under this Agreement.

7.4 Expenses. Each of the Parties agrees to pay its own expenses incident to this Agreement and the performanceof its obligations hereunder, except as provided in Section 7.1 and 7.2.

7.5 Satisfaction of Conditions; Further Assurances. The Parties shall use their respective commerciallyreasonable efforts to satisfy the closing conditions set forth herein and otherwise promptly effectuate the transactions contemplated inthis Agreement as promptly as practicable. Following the Closing, the Sellers and the Buyer, promptly after the request of the

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other Party, will take all appropriate action and execute all documents, instruments or conveyances of any kind which may bereasonably necessary or advisable to effectuate the transactions contemplated in this Agreement or carry out any of the provisionshereof.

7.6 Assignment. Neither this Agreement nor any of the rights or obligations herein may be assigned by theSellers without the prior written consent of the Buyer, or by the Buyer without the prior written consent of the Sellers, and any attemptto assign this Agreement or any of the rights or obligations herein other than pursuant to the terms hereof shall be null and void. Subjectto the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors andpermitted assigns, and no other person shall have any right, benefit or obligation hereunder.

7.7 Notices. Any notice, request, instruction or other document to be given hereunder by any Party to the othershall be in writing and delivered in person or by courier or by facsimile transmission or mailed by certified mail, postage prepaid, returnreceipt requested, as follows:

If to the Sellers: Dimitris G. Melisanidis10, Akti Kondili185 45, PiraeusGreece

Leskira Holdings Co. LimitedAttention: Stylianos Kostopoulos10, Akti Kondili185 45, PiraeusGreece

If to the Buyer: Aegean Marine Petroleum Network Inc.10, Akti Kondili185 45, PiraeusGreece

With a copy (whichshallnot constitutenotice) to:

Seward & Kissel LLPOne Battery Park PlazaNew York, New York 10004Facsimile: 212-480-8421Attention: Gary J. Wolfe, Esq.

or to such other place and with such other copies as either Party may designate as to itself by written notice to the other. All suchnotices, requests, instructions or other documents shall be deemed to have been delivered (i) in the case of personal delivery or deliveryby courier, on the date of such delivery, (ii) in the case of delivery by facsimile transmission, when receipt is acknowledged and (iii) inthe case of mailing, on the third business day after the posting thereof.

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7.8 Counterparts. This Agreement may be executed in two or more counterparts, and all such counterparts shallbe deemed an original, shall be construed together and shall constitute one and the same instrument.

7.9 Choice of Law. This Agreement shall be construed, interpreted and the rights of the Parties determined inaccordance with the laws of the State of New York, without regard to principles of conflicts of law.

7.10 Jurisdiction. Each of the Sellers and the Buyer (i) irrevocably submits to the co-exclusive jurisdiction of theUnited States District Court sitting in the Southern District of New York and the courts of the State of New York located in New YorkCounty for the purposes of any suit, action or proceeding arising out of or relating to this Agreement and (ii) waives, and agrees not toassert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit,action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of theSellers and the Buyer consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such Party atthe address set forth in Section 7.7 and agrees that such service shall constitute good and sufficient service of process and notice thereof.Nothing in this Section 7.10 shall affect or limit any right to serve process in any other manner permitted by law.

7.11 WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION,PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONSCONTEMPLATED HEREIN.

7.12 Remedies. In addition to any remedies either Party may have in law, each Party shall be entitled to apply toany court of competent jurisdiction (without posting bond or other security) to enjoin any actual or threatened breach or default underthis Agreement and shall also be entitled to seek specific performance of this Agreement. The remedies provided for herein arecumulative and are not exclusive of any remedies that may be available to any Party at law or in equity or otherwise.

7.13 Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement between theParties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions,whether oral or written, of the Parties. No supplement, modification, amendment or waiver of this Agreement shall be binding unlessexecuted in writing by the Party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shallconstitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver unlessotherwise expressly provided.

7.14 Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable in anyjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating theremaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

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7.15 No Third Party Beneficiary Rights. No provisions of this Agreement are intended, nor will be interpreted,to provide or create any third party beneficiary rights or other rights of any kind in any client, customer, affiliate, stockholder, member,or partner of any Party hereto or any other person or entity unless specifically provided otherwise herein, and, except as so provided, allprovisions hereof will be personal solely between the Parties hereto.

(Signature Page Follows)

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on their respectivebehalf by their respective officers or other representatives thereunto duly authorized, as of the day and year above written.

SELLERS:

LESKIRA HOLDINGS CO. LIMITED

By: /s/ Kyriacos KyriacouName:KYRIACOS KYRIACOUTitle: DIRECTOR

/s/ Chrystalla YiallourouName:CHRYSTALLA YIALLOUROUTitle: DIRECTOR

DIMITRIS MELISANIDIS

By: /s/ Dimitris MelisanidisName:Dimitris MelisanidisTitle:

BUYER:

AEGEAN MARINE PETROLEUM NETWORKINC.

By: /s/ E. Nikolas TavlariosName:E. Nikolas TavlariosTitle: President

(Signature Page to Stock Purchase Agreement)



Schedule 1

Sellers AMPNI Shares OwnedDimitris Melisanidis 1,215,000Leskira Holdings Co. Limited 10,088,031

Total 11,303,031



Exhibit 4.60

Please note that this is a convenience translation of the German Credit Facility Agreement only. In case of any discrepancies, theGerman version prevails.

Bank's reference no.: 7993260522 / 4000006108 / 5464ts

Credit Facility Agreement

OBAST Bunkering & Trading GmbHDalwitzhofer Weg 22 a18055 Rostock

- hereinafter referred to as the "Borrower" -

receives from HSH Nordbank AGGerhart-Hauptmann-Platz 5020095 Hamburg

VAT ID: DE 813 725 193- hereinafter referred to as the "Bank"-

under this agreement of 20.04.2017 (agreement date)

a Credit Facility in the maximum amount of

USD 25,000,000.00

(in words: US Dollar twenty-five million 00/100)

(VAT-exempt financial service)

for the purposes of financing German commercial business.

Drawdown options

The credit facility may be drawn down having due regard to the terms and conditions set forth in the other agreements as

- an overdraft facility

- a fixed interest rate loan (term of individual transactions of 1, 2 and/or 3 month(s), minimum amounts of USD 1,000,000.00 orEUR 1,000,000.00

- a guarantee (also as a foreign currency guarantee)

- letters of credit (term of individual transactions up to 12 months)

Unless otherwise stipulated below the terms and conditions of the drawdowns are separately agreed.



Restriction

The Bank may restrict the amounts drawn down under individual credit types, particularly where it has limited refinancing options.

Amounts drawn down under the overdraft facility in US dollar (USD)

The overdraft facility is made available on the foreign currency account with IBAN no.

DE46 2105 0000 1001 0451 13

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Credit Terms and Conditions

Borrowing rate on amounts drawn down under the overdraft facility in USD

An interest rate tied to the federal funds rate is payable for amounts drawn down under the overdraft facility in US dollar. Theborrowing rate is calculated as the average determined on the 25th of each month of the federal funds rates published for the past 30/31days plus an annual margin of 2.05 percentage points.

The borrowing rate shall be at least 2.05 % p.a. irrespective of the change in the federal funds rate quoted.

The current margin amount is based on the current rating of the Borrower. In the event of a change in the rating each party may requestfrom the other party that the margin be adjusted. Following the conclusion of the negotiations regarding this, the new margin becomeseffective from the following month.

Interest payments / account statement date

Interest on amounts drawn down under the overdraft facility in US dollar (USD) is invoiced and payable in arrears at each accountstatement date. The Bank prepares an account statement for the respective foreign currency account as at the end of a calendar month.

Amounts drawn down under the overdraft facility in EUR

The overdraft facility is made available on the foreign currency account with IBAN no.

DE89 2105 0000 1001 3591 31 - OBAST Bunkering & Trading GmbH

Borrowing rate applicable to amounts drawn down under the overdraft facility in EUR

An interest rate tied to the EONIA (Euro OverNight Index Average) overnight index is payable for amounts drawn down under theoverdraft facility. The borrowing rate is calculated as the average determined on the 25th of each month of EONIA rates published forthe past 30/31 days plus an annual margin of 1.85 percentage points.

The borrowing rate shall be at least 1.85 % p.a. irrespective of any change in the EONIA rates quoted.

The current margin amount is based on the current rating of the Borrower. In the event of a change in the rating each party may requestfrom the other party that the margin be adjusted. Following the conclusion of the negotiations regarding this the new margin becomeseffective from the following month.

Interest payments / account statement date

Interest on amounts drawn down under the overdraft facility in EUR is invoiced and payable in arrears on each account statement date.The Bank prepares an account statement for the respective foreign currency account as at the end of a calendar month.

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Amount drawn down in the form of a fixed interest rate loan denominated in USD

The loan may also be drawn down in the form of a fixed interest loan on a revolving basis in tranches of at least USD 1.000,000.00 tobe charged against the maximum amount. The following provisions shall apply to these amounts drawn down:

- The fixed interest rate loan is administered under a separate account number.

- The Borrower must request each disbursement of a fixed interest loan from the Bank at least two banking days prior to therelevant disbursement date. The disbursement date must be a banking day.

- The fixed borrowing rate is the LIBOR interest rate prevailing on the day the pricing is determined (two business days prior tothe disbursement date) that is applicable for the term of 1, 2 and/or 3 month(s) and the USD currency (interest basis) plus anannual margin of 1.95 percentage points. The Bank will notify the Borrower of the fixed interest rate determined.

- The borrowing rate shall be at least 1.95 % p.a. irrespective of any change in the interest basis.

- Interest is calculated on the basis of a year of 360 days taking into account the exact number of calendar days (euro day countconvention).

- The fixed interest period ends after 1, 2, and/or 3 month(s) according to the interest basis; the fixed interest loan cannot berepaid during the fixed interest period.

- Interest is due and payable on the expiry date of the fixed interest period.

- After the expiry of the fixed interest period the fixed interest loan including interest becomes due for repayment.

Amount drawn down in the form of a fixed interest rate loan denominated in EUR

The loan may also be drawn down in the form of a fixed interest loan on a revolving basis in tranches of at least EUR 1,000,000.00 tobe charged against the maximum amount. The following provisions shall apply to these amounts drawn down:

- The fixed interest rate loan is administered under a separate account number.

- The Borrower must request each disbursement of a fixed interest loan from the Bank at least two banking days prior to therelevant disbursement date. The disbursement date must be a banking day.

- The fixed borrowing rate is the EURIBOR interest rate prevailing on the day the pricing is determined (two TARGET daysprior to the disbursement date) that is applicable for the term of 1, 2 and/or 3 month(s) (interest basis) plus an annual margin of1.75 percentage points. The Bank will notify the Borrower of the fixed interest rate determined.

- The borrowing rate shall be at least 1.75 % p.a. irrespective of any change in the interest basis.

- Interest is calculated on the basis of a year of 360 days taking into account the exact number of calendar days (euro day countconvention).

- The fixed interest period ends after 1, 2 and/or 3 month(s) according to the interest basis; the fixed interest loan cannot berepaid during the fixed interest period.

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- Interest is due and payable on the expiry date of the fixed interest period.

- After the expiry of the fixed interest period the fixed interest loan including interest becomes due for repayment.

Amounts drawn down in the form of a guarantee

The Bank shall accept sureties and guarantees on behalf of the Borrower — hereinafter collectively referred to as "guaranteecommitments".

The credit facility may not be drawn down in the form of loan sureties and guarantees.

Guarantee commitments in a currency different to the agreement currency

The guarantee facility may also be drawn down by guarantee commitments in EUR.

Issuing of instruction

Amounts are drawn down as a guarantee by the Borrower issuing a guarantee instruction using a form provided by the Bank. If thewording of the guarantee commitment is specified by the Borrower or a third party, its content and any ambiguities are the responsibilityof the Borrower; the Bank reserves the right to reject the wording of the guarantee commitment submitted by the Borrower or to reviseit in consultation with the Borrower. If no wording is submitted in the guarantee instruction, the Bank will formulate, or haveformulated, the wording for the guarantee commitment based on customary banking standards.

The Bank reserves the right to refuse to accept guarantee commitments on a case-by-case basis.

Guarantee Commission

1.55% p.a. for each guarantee commitment accepted under this agreement.

This guarantee commission is not payable for the granting of the Credit Facility but represents consideration for the individual guaranteecommitment.

An additional processing fee, the amount of which is separately agreed upon acceptance, is invoiced for the preparation of eachindividual guarantee commitment.

Guarantee Commission for foreign guarantee commitments

1.55 % annually for each foreign guarantee commitment under this agreement, but at least EUR 95.00 per foreign guaranteecommitment for each commenced quarter.

A foreign guarantee commitment is understood to be any surety or any guarantee not subject to German law. Sureties and guaranteessubject to German law also fall under the definition of a foreign guarantee commitment,

(i) which are not prepared in the German language and/or

(ii) whose principal or beneficiary (guaranteed entity) has its registered office outside Germany and/or

(iii) which is issued in foreign currency (i.e. not in EUR).



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This guarantee commission is not payable for the granting of the Credit Facility but represents consideration for the individual guaranteecommitment.

In the case of foreign guarantee commitments, the Bank may also invoice separate processing fees, the amount of which is determinedat its own discretion.

Other commissions and fees / calculation method

Commitment Fee

0.325% annually

The commitment fee is calculated on the loan amount not yet drawn down. The calculation commences on the day on which the lendingrelationship becomes binding.

Due date of commission payments

Commissions are invoiced and payable in arrears as the month end.

Due date of commission payments for foreign guarantee commitments

Commissions are invoiced and payable in arrears as the quarter end.

Calculation Method

Interest on loan amounts drawn down and commissions are calculated - unless otherwise stipulated - on the basis of a year of 360 daystaking into account the exact number of calendar days (Euro day count convention)

Costs

The Borrower bears the costs necessary for the provision of any collateral and its later release, particularly legal and land registry costs.Furthermore, reimbursement of expenses incurred by the Bank is based, unless otherwise agreed, on the statutory provisions.

Current account agreement

The Bank is authorised to debit interest payable, principal repayments, guarantee commissions, fees and charges, any claim for thereimbursement of expenses and all other contractual and legal claims to the current account no. IBAN DE46 2105 0000 1001 0451 13 ofthe Borrower held at the Bank.

Taxes

All amounts owing by the Borrower under this Agreement are paid without withholding or deducting any amounts for or because oftaxes or other charges (hereinafter collectively referred to as "taxes") unless the Borrower is required by law to withhold or deduct suchtaxes.

In the event that the Borrower or the Bank were to be required with respect to the payments to be made by the Borrower under thisAgreement to withhold or deduct taxes, the Borrower is obliged with respect to each payment to be made by it

Page 5 / 13



to pay all such taxes to the competent authorities when they become due and demonstrate to the Bank that the tax payment has beenmade;

to indemnify and hold the Bank harmless from all such taxes;

to pay any additional amounts required so that the net amount remaining after such withholding or deduction is equivalent to the amountthat would have to be paid without such withholding or deduction.

Precondition for drawing down the Credit Facility

The credit facility may only be drawn down if the legally effective provision of the agreed collateral is proven and the Bank hasirrevocable access to the collateral and the following preconditions are met:

- Credit Facility Agreement signed by the Borrower.

- for guarantor AEGEAN Marine Petroleum S.A.: submission of the audited financial statements as at 31.12.2015 and, if alreadyavailable, as at 31.12.2016 as well as a legal opinion.

- for guarantor Aegean Marine Petroleum Network Inc.: submission of a legal opinion.

The Borrower is to provide the Bank with documents required for a drawdown no later than five banking days prior to the drawdown.All documents submitted must not give rise to any concerns from the Bank's perspective regarding the drawdown.

Term

Start

The Credit Facility Agreement enters into force upon its legally binding signature.

Term / Cancellation

The Credit Facility is made available until further notice, with a maximum term to 15.01.2018, i.e. the Credit Facility may be cancelledprior to this date - and prior to drawdown - at any time by both parties without prior notice and unconditionally. In the event that theBank cancels, it shall take the Borrower's legitimate concerns into account.

Cancellation of the Credit Facility Agreement also includes any portion of the overdraft facility drawn down. The agreements reached ineach case shall apply to the cancellation of the loans drawn down under the Credit Facility Agreement.

The term of the respective individual drawdowns is generally limited by the term of the Credit Facility Agreement. Exceptions theretomust be discussed on a case-by-case basis.

Obligation of the Borrower if the guarantee commitments continue after expiry/cancellation of the agreement and in the eventof an expected drawdown

The provisions of this agreement continue to apply to the guarantee commitments und and letters of credit already accepted at the timeof the cancellation or expiry of this Credit Facility Agreement. However, the Bank may — notwithstanding the claim for release underSection 775 of the German Civil Code (BGB) — request the Borrower to release it from the existing guarantee commitments. TheBorrower is to provide collateral in the form of cash - in the respective foreign currency in the case of



/ 13



guarantee commitments and letters of credit denominated in foreign currency - up to the release date (Bank's claim becomesimmediately due and payable). If collateral cannot be furnished in this manner, the Borrower is to provide a guarantee issued by afinancial institution with an excellent credit standing in the amount of the guarantee commitment(s).

The Bank may debit the Borrower's current account until collateral in the amount of the guarantee commitments or letters of credit isreceived. The above-mentioned provisions apply accordingly where, in the Bank's view, the guarantee commitment may be potentiallydrawn down, if the assertion of the Bank's claim for reimbursement of expenses appears to be at risk.

Collateral

Guarantee in the amount of USD 25,000,000.00

Guarantor: Aegean Marine Petroleum Network Inc.together with a legal opinion.

Guarantee in the amount of USD 25,000,000.00

Guarantor: AEGEAN Marine Petroleum S.A., Akti Kondili 10,18545 Piraeus, Greece together with a legal opinion

The Credit Facility is initially granted without provision of any special collateral apart from the above-mentioned guarantee.Furthermore, the right to obtain subsequent collateral and the General terms and Conditions pledge based on the General BusinessTerms and Conditions remain unaffected.

The Borrower confirms that it has not provided any collateral whatsoever to other lenders for similar types of loans/credits or has hadsuch provided by third parties.

It undertakes to the Bank

- not to provide any collateral whatsoever for similar types of loans/credits (also not by means of recourse factoring) or to havesuch provided by third parties and

- not to incur any liabilities that involve the providing of any form of collateral to other lenders for similar types of loans/credits,

without it having previously or simultaneously and with the same ranking given the Bank a share in such collateral or having providedthe Bank with collateral of an equivalent value.

Excluded from this is the securing of supplier credits through the retention of title and substitute assignments in line with the standardbusiness practice applied in the industry sector. Also excluded are pledges and security interests of credit institutions in line with thestandard business practice applied in the industry sector based on General Terms and Conditions.

Property, on which there is already a land charge in favour of the Bank, is not affected by this undertaking, unless the land charge solelysecures claims other than those arising under this credit agreement.

The undertaking expires on the full satisfaction of the Bank's claims arising under this credit agreement.

Page 7 / 13



Other Agreements

It is understood that, if the "Global Facility" is reissued for the Aegean Group, the financing is made available in the future at the latestby the end of September 2017 either without specific collateral or equivalent collateral is provided to the Bank for this Credit FacilityAgreement.

Cross Default:

The Borrower shall ensure that a "cross default" situation does not occur. Such a situation arises if the Borrower does not or is unable tomeet its financial liabilities to third-party credit institutions / other third-party creditors on the due date - provided that such financialliabilities in total exceed an amount of USD 25,000,000.00 (or the equivalent value in another currency) - or third-party creditinstitutions / other third-party creditors demand or could demand immediate repayment of such financial liabilities due to an event ofdefault.

General provisions for amounts drawn down in EUR

The credit facility may also be drawn down in EUR. The Bank may restrict the amounts drawn down in EUR, particularly with regard tolimited refinancing options.

Charging to the Credit Facility

Amounts drawn down in EUR will be charged to the credit facility at the respective current, daily variable mean exchange rate (ECBreference rates — to the extent not published by the ECB — OTC rates).

Maximum amount exceeded due to changes in exchange rates

The full or partial drawdown of the credit facility in EUR may result in a drawdown that exceeds the maximum committed amount inUSD due to movements in exchange rates (appreciation of the euro).

In such cases, the Borrower is required, at the Bank's request, to immediately repay the amount drawn down in excess of the maximumamount or — if the Borrower is not able to do this at short notice — to provide additional collateral deemed valuable by the Bank forthe period during which the maximum amount is exceeded. The Bank's entitlement to repayment of the excess amount continues to existeven where additional collateral is provided. For purposes of calculating the excess amount, the loans drawn down in EUR must beconverted into USD in accordance with the above provision.

In the event that the Borrower does not comply with a repayment request from the Bank, even after the expiry of an additional periodgranted to make such payment and/or the committed USD maximum amount may be exceeded even further as a result of movements inthe EUR exchange rate, the Bank remains entitled to convert the amount drawn down in EUR into USD for future periods andcharge any realised foreign exchange losses to the Borrower.

Payment in the agreement currency

For amounts drawn down in EUR the Borrower is to make all payments under this agreement in the currency agreed for the respectivedrawdown unless special arrangements have otherwise been agreed.

Page 8 / 13



The Bank is entitled to convert the amount drawn down into USD if the Borrower defaults on the repayment for reasons for which theBank is not responsible.

Agreement on a Structuring Fee / Work Fee

In the negotiations regarding this agreement the Bank offered to the Borrower that, as part of the pricing, it would waive the agreementon a Structuring Fee and instead calculate a higher margin / higher commitment fee / higher guarantee commission. The Borrower hasdecided to pay the following one-off Structuring Fee instead of paying a higher margin / higher commitment fee / higher guaranteecommission:

USD 52,500.00

Furthermore, it is agreed that the Borrower is to pay an annual Work Fee of USD 56,250.00 (22.5 bp) on 10th April of each year.

The fees are due 5 banking days after the conclusion of the agreement and are debited to the current account no. IBAN DE46 2105 00001200 0415 13 administered at the Bank.

The fees will not be refunded - nor in part - in the event of early repayment.

Final Provisions

EONIA

The EONIA interest rate - Euro OverNight Index Average - is determined by the European Central Bank on TARGET days, by 7pm,Brussels time, on the basis of real transactions as the weighted average rate for overnight lending in the interbank market and ispublished on the Thomson Reuters "EONIA" page or another page replacing this Thomson Reuters page. If no EONIA interest rate isdetermined, the EONIA interest rate shall be the arithmetic mean (rounded to three decimal places) of the interest rates offered in theinterbank market as the average overnight rate by four leading credit institutions selected by the Bank for the day concerned.

EURIBOR

The EURIBOR interest rate is the percentage rate per annum displayed at 11am Brussels time on the Thomson Reuters EURIBOR 01page for the term concerned or on another page replacing this Thomson Reuters page. In the event that no EURIBOR interest rate forthe interest rate period in question covering full calendar months is displayed on the above Thomson Reuters page or on another pagereplacing the Thomson Reuters page, the EURIBOR interest rate shall be the arithmetic mean (rounded to three decimal places) of theinterest rates offered at noon Brussels time by 4 (four) leading credit institutions selected by the Bank in the interbank market for eurodeposits in this amount and for the respective period.

Federal funds rate

The federal funds rate, also called the federal funds target rate, is the interest rate that is published daily on the Thomson ReutersFEDFUNDU page or another page replacing this Thomson Reuters page. The federal funds rate is the key interest rate in the UnitedStates of America determined by the Federal Open Market Committee in the form of an interest rate or an interest rate range. The keyinterest rate is used as the target for overnight lending in the interbank market in the USA. If the

Page 9 / 13



federal funds rate is determined as an interest rate range, the rate at the top of the range is relevant for the federal funds rate quote.

LIBOR

LIBOR - LONDON Interbank Offered Rate - is the daily determined reference interest rate in the interbank market, which is fixed at11am London time on each business for the maturity and currency concerned and is then published on the Thomson Reuters LIBOR 01or 02 page or another page replacing the above-mentioned pages. In the event that no LIBOR interest rate for the respective period ispublished on this Thomson Reuters page or on another page replacing this page, the LIBOR interest rate shall be the arithmetic mean —rounded to five decimal points — of the interest rates offered at noon London time by four leading credit institutions selected by theBank in the interbank market for deposits in US dollars in this amount and for the respective period.

Banking days / TARGET day

Banking days are all working days except Sundays and the 24th and 31st of December.

A TARGET day is any day on which payments may be settled via TARGET (Trans-European Real Time Gross Settlement ExpressTransfers System).

Business day

A business day is any day (except for Saturday and Sunday) on which commercial banks in London and the main financial centre for thecurrency concerned are generally open to the public.

Disclosure of Financial Condition

The Borrower is required to provide the Bank at any time with all information requested regarding its financial condition and to makeavailable all necessary documents for the Bank to obtain a clear and timely view of the Borrower's financial condition and to be able tosatisfy the requirements of the banking supervisory authorities. The disclosure obligation also applies to the financial condition of anythird-party collateral provider, who furnishes personal collateral (e.g. guarantors).

During the term of the loan the Borrower shall regularly submit to the Bank the relevant documents, signed and dated in each case. Thisapplies in particular to audited or certified annual financial statements together with the notes and management report as well as theconsolidated financial statements together with the associated financial and/or audit reports.

Should it not be possible to submit the documents within six months after the end of the financial year, the Borrower shall initiallyprovide the documents in draft form (e.g. draft annual financial statements, interim financial statements). In this case, the Borrower shallsubmit the final documents as soon as they become available, however not later than eight months after the end of the financial year.

Additional Documents

The following documents are also to be submitted on a regular basis:

Page 10 / 13



- business reports that are signed with legally binding effect on a quarterly basis and interim financial statements where possiblewith a plan/actual and previous year comparison on the 15th of the second month following the end of the calendar quarter;

- a current organisational chart once a year at the end of each financial year;

- audited single entity financial statements of the borrowers;

- audited consolidated financial statements of the guarantor, Aegean Marine Petroleum Network Inc.;

- quarterly business reports of the guarantor, Aegean Marine Petroleum Network Inc.;

- quarterly compliance certificate of Aegean Marine Petroleum Network Inc. with respect to the Aegean Marine Petroleum S.A.facility agreement of USD 1,000,000,000.00 dated September 16, 2015 proving that the covenants have been complied with.Reporting date is the relevant quarter end with a submission deadline of a maximum of 60 days after the quarter end.

Breach of the disclosure obligation, right to cancel on the part of the Bank

In the event that the Borrower or any third-party collateral provider, who furnishes personal collateral, does not meet its obligation todisclose his financial condition, the Bank shall be entitled to cancel the lending relationship on an exceptional basis in light of Section18 (1) sentence 1 of the German Banking Act (KWG). In this regard, the Bank shall take the Borrower's legitimate interests intoaccount.

Reporting, review, information

The Borrower must immediately inform the Bank of any legal and financial events capable of adversely affecting the lendingrelationship (e.g. changes in corporate relationships, risks arising from product liability and/or environmental damage, in the case ofcollateral: measures taken regarding assets serving as collateral). The Borrower is required to provide the Bank with all informationrequested at any time and to provide all documents necessary to review the agreed collateral.

The Bank shall be entitled to inspect public registers, land registers and title deeds at any time and to file an application for ordinary orcertified copies and extracts of such at the Borrower's expense. Furthermore, the Bank may obtain information from the beneficiary,insurance companies, public authorities and other entities, in particular credit institutions, that it regards necessary for the purposes ofassessing the lending relationship. Employees and agents of the Bank are entitled to inspect the business and collateral objects.

Communications

Declarations and notifications under or in connection with this agreement, subject to the provision regarding amendments and additionsto this agreement, shall be submitted in writing in German by letter or telefax. All communications are deemed to be legally effective ifthe respective addressee has received them.

General reporting and information requirements, but not declarations of intent, can be met or submitted by e-mail.

Insofar as communications of the Bank are sent by e-mail, such e-mails are not encrypted and are also not provided with an electronicsignature.

The Borrower may request the Bank in writing to change from unsecured e-mail procedures to secure e-mail procedures.

If a party no longer wishes to receive communications via e-mail, for instance for security reasons, it will accordingly inform the otherparty. Following receipt of such a notification, the parties will cease exchanging communications via e-mail. The Bank would like toexpressly point out again the risks



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involved in transmitting data via unencrypted e-mails such as delays, loss of data, lack of confidentiality, falsification or viruses etc. Thesender is only liable for any disadvantages suffered by the recipient as a result of this that are caused intentionally or by grossnegligence.

The provisions in this clause relate particularly to e-mails sent by the Bank to recipients using the ampni.com domain or obast.de. TheBorrower undertakes to immediately the Bank in writing if changes were to be made to the above-mentioned domain or e-mails are tobe sent from now on to specifically designated e-mail addresses,

Severability Clause

In the event that provisions of this agreement are invalid or unenforceable in full or in part, become invalid or unenforceable at a laterdate or contain a loophole, the remaining provisions of this Agreement shall remain in force.

The following attached Appendices are essential parts of this Credit Facility Agreement:

- Appendix 1 Sample Compliance Certificate

- Appendix 2 Terms and conditions for the foreign documentary business

- Terms and conditions for the guarantee transaction

- The Bank's General Business Terms and Conditions

Acceptance of this contractual offer

This offer may be accepted up to 27.04.2017 (received by the Bank).

Following the expiry of the deadline set by the Bank for accepting this agreement, the declaration of acceptance submitted by theBorrower is deemed to be a new offer. The Bank may accept this offer without the need to declare such acceptance to the Borrower. TheBorrower waives acknowledgement of receipt of the acceptance declaration.

Borrower's duties of cooperation with regard to the Bank's compliance with the requirements of the German MoneyLaundering Act (GwG)

Under the provisions of the GwG, the Bank is required to determine and record the beneficial owner in the business relationship withthe Borrower. A beneficial owner is a natural person, who, for example, directly or indirectly owns or controls a significant interest(more than 25%) in the borrower; caused the borrower to conclude the credit agreement or benefits from the conclusion of suchagreement.

Under Section 1 (6) in conjunction with Section 3 (1) no 3 the Bank is required to inquire as to whether the Borrower is acting for itsown account or for the account of a third party. In the event that the Borrowing is acting on behalf of a third party, it must provide suchparty's name and address below:

……………………………………………………………………………………………………..Name and address of the different beneficial owner)

Otherwise, the Borrower is required to provide the Bank upon request — where applicable also with regard to a beneficial owner — allinformation requested and to make documentation available which the Bank needs to comply with its obligations under the GwG(Section 3 et seqq. GwG). To the extent there are subsequent changes to the information provided/documentation made available, theBorrower is required to immediately notify the Bank thereof.



/ 13



NOTICES REGARDING RISK

· Currency risk

The Bank expressly points out that there are risks relating to possible foreign exchange rate fluctuations in the case of amountsdrawn down in EUR. The Bank does not assume any liability in this regard.

All decisions made in connection with drawing down this loan in EUR are taken by the Borrower at his own risk.

· Payment on the first demand under a surety or guarantee

Guarantees and sureties payable on first demand entail specific risks. The Bank expressly refers in this regard to the riskstatement included in its terms and conditions for the guarantee business.

Declaration of the Borrower with regard to bank secrecy:

The Bank is entitled to transfer the loan to a third party for refinancing purposes as well as for the purposes of hedging the economicrisk associated with the granting of the loan.

In this connection, the Borrower shall agree to the passing on of the information required for this. The same shall apply to the passingon of information to rating agencies for the purposes of preparing customer ratings. In this respect the Borrower shall exempt the Bankfrom the bank secrecy rules. Please refer to No. 29 of the General Business Terms and Conditions in this regard.

Rostock, 20.04.17 Hamburg, 20.04.2017

OBAST Bunkering & Trading GmbH HSH Nordbank AG

/s/ Adrian Brosch /s/ Mathias Berndt /s/ illegibleAdrian BroschManaging Director

Mathias BerndtManaging Director

Page 13 / 13



Exhibit 8.1

SUBSIDIARIES OF AEGEAN MARINE PETROLEUM NETWORK INC.

Name of Subsidiary Jurisdiction of IncorporationAegean Marine Petroleum S.A. LiberiaAegean Bunkering Services Inc. Marshall IslandsAegean Investments S.A. Marshall IslandsAegean Oil (USA) LLC United StatesAegean Holdings S.A. Marshall IslandsAegean Shipholdings Inc. Marshall IslandsAegean Marine Petroleum LLC United Arab EmiratesAegean Bunkering (Gibraltar) Limited GibraltarAegean Bunkering (Jamaica) Limited JamaicaAegean VII Shipping Ltd MaltaAegean X Maritime Inc. Marshall IslandsBaldwin Management Co. Marshall IslandsCarmel Investment Corp. Marshall IslandsClyde I Shipping Corp. Marshall IslandsEvian Enterprises Co. Marshall IslandsPontos Navigation Inc. Marshall IslandsSea Breezer Marine S.A. Marshall IslandsTiffany Marine S.A. Marshall IslandsVenus Holding Company Marshall IslandsAmorgos Maritime Inc. Marshall IslandsKimolos Maritime Inc. Marshall IslandsKithnos Maritime Inc. Marshall IslandsMilos I Maritime Inc. Marshall IslandsMykonos I Maritime Inc. CyprusNaxos Maritime Inc. Marshall IslandsParos Maritime Inc. Marshall IslandsSantorini I Maritime Inc. CyprusSerifos Maritime Inc. Marshall IslandsSyros I Maritime Inc. Marshall IslandsSea Global S.A. Marshall IslandsAegean Bunkering (Singapore) Pte. Ltd SingaporeBaltic Navigation Company Marshall IslandsCarnaby Navigation Inc. LiberiaMare Vision S.A. Marshall IslandsBenmore Services S.A. LiberiaTasman Seaways Inc. LiberiaSanton Limited LiberiaIngram Enterprises Co. LiberiaEton Marine Ltd LiberiaAegean Breeze Shipping Pte. Ltd. SingaporeAegean Tanking S.A. LiberiaOuranos Tanking S.A. LiberiaAegean Tiffany Shipping Pte. Ltd. SingaporeMilos Shipping (Pte.) Ltd. SingaporeSerifos Shipping (Pte.) Ltd. Singapore



Tinos Marine Inc LiberiaSifnos Marine Inc LiberiaAndros Marine Limited Cyprus

1



Name of Subsidiary Jurisdiction of IncorporationDilos Marine Inc LiberiaIos Marine Inc LiberiaAegean (Fujairah) Bunkering S.A. Marshall IslandsCephallonia Marine S.A. LiberiaIthaki Marine S.A. LiberiaKerkyra Marine S.A. LiberiaKythira Marine S.A. LiberiaLefkas Marine S.A. LiberiaPaxoi Marine S.A. LiberiaZakynthos Marine S.A. LiberiaAMPN USA LLC United StatesAegean Bunkering (Panama) S.A. PanamaAegean Bunkering (Ghana) Limited GhanaVera Navigation S.A. LiberiaAegean Bunkers at Sea N.V. BelgiumPortland Bunkers International Limited United KingdomOstria Roro Shipholdings Ltd MaltaMaistros Roro Shipholdings Ltd MaltaKimolos Shipping (Pte.) Ltd. SingaporeAegean Management Services M.C. GreeceAegean Seven Maritime Inc. LiberiaAegean Shipping Services Pte. Ltd. SingaporeKassos Navigation S.A. LiberiaTilos Navigation S.A. LiberiaHalki Navigation S.A. LiberiaSymi Navigation S.A. LiberiaAegean Petroleum International Inc. Marshall IslandsNevado Navigation S.A. LiberiaAegean Ship III Maritime Company GreeceAegean Ship VIII Maritime Company GreeceAegean Ship XII Maritime Company GreeceAegean Maistros Maritime Company GreeceAegean Ostria Maritime Company GreeceICS Petroleum (Montreal) Ltd. CanadaICS Petroleum Ltd. CanadaWest Coast Fuel Transport Ltd. CanadaAegean Rose Maritime Company GreeceParos Shipping (Pte.) Ltd. SingaporeAMP Maritime S.A. LiberiaAegean Daisy Maritime Company GreeceNaxos Shipping (Pte.) Ltd. SingaporeAegean Agency (Gibraltar) Limited GibraltarAegean Bunkering (Trinidad) Ltd. Republic of Trinidad and TobagoAegean Caribbean Holdings Inc. Saint LuciaAegean Breeze Maritime Company GreeceAegean Tiffany Maritime Company GreeceAegean Ace Maritime Company GreeceSilver Sea Shipping S.A. LiberiaAmpni Investments Co. Limited CyprusAmpni Holdings Co. Limited Cyprus



Ithaki Shipping (Pte.) Ltd. SingaporeLefkas Shipping (Pte.) Ltd. SingaporeVictory Sea Shipping S.A. LiberiaAegean Gas Maritime Company Greece

2



Name of Subsidiary Jurisdiction of IncorporationCaribbean Renewable Energy Sources Inc Virgin IslandsAegean Bunkering Combustibles Las Palmas S.A. Las PalmasAegean NWE N.V. BelgiumMaritime Dedicated Control N.V. BelgiumAegean Barges N.V. BelgiumAegean Bunkering Morocco Sarl AU MoroccoAegean Oil Terminal Corporation Marshall IslandsAnafi Shipping (PTE.) Ltd. SingaporeTilos Shipping (PTE.) Ltd. SingaporeSealand Navigation Inc. Marshall IslandsAegean Bunkering (Hong Kong) Limited Hong KongAegean Tankfarms Holdings S.A. Marshall IslandsAegean Oil Services (Egypt) S.A.E. EgyptIOS Shipping Ltd MaltaAegean Bunkering Marine Services (PTY) Ltd. South AfricaAegean Bunkering (USA) LLC United StatesTempest Shiptrade Ltd Marshall IslandsAegean Petroleum BD&M GmBH GermanyAegean Bunkering Germany GmBH GermanyLimited Liability Company Aegean BD&M Neva RussiaAegean Petroleo Ltd. BrazilAegean Petroleum Uruguay S.A. UruguayObast Bunkering & Trading GmbH Germany

3



Exhibit 12.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

I, E. Nikolas Tavlarios, certify that:

1. I have reviewed this annual report on Form 20-F of Aegean Marine Petroleum Network Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading withrespect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly presentin all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presentedin this report;

4. The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, ismade known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report basedon such evaluation; and

(d) Disclosed in this report any change in the company's internal control over financial reporting that occurredduring the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company'sinternal control over financial reporting; and

5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performingthe equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financialinformation; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant rolein the company's internal control over financial reporting.

Date: May 16, 2017

/s/ E. Nikolas TavlariosE. Nikolas TavlariosPresident and Principal Executive Officer



Exhibit 12.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

I, Spyros Gianniotis, certify that:

1. I have reviewed this annual report on Form 20-F of Aegean Marine Petroleum Network Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respectto the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in thisreport;

4. The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based onsuch evaluation; and

(d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during theperiod covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal controlover financial reporting; and

5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing theequivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financialinformation; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in thecompany's internal control over financial reporting.

Date: May 16, 2017

/s/ Spyros GianniotisSpyros GianniotisChief Financial Officer (Principal Financial Officer)



Exhibit 13.1

PRINCIPAL EXECUTIVE OFFICER CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350

In connection with this Annual Report of Aegean Marine Petroleum Network Inc. (the "Company") on Form 20-F for the year endedDecember 31, 2016 as filed with the Securities and Exchange Commission (the "SEC") on or about the date hereof (the "Report"), I, E.Nikolas Tavlarios, President and Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results ofoperations of the Company.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to theSEC or its staff upon request.

Date: May 16, 2017

/s/ E. Nikolas TavlariosE. Nikolas TavlariosPresident and Principal Executive Officer



Exhibit 13.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350

In connection with this Annual Report of Aegean Marine Petroleum Network Inc. (the "Company") on Form 20-F for the year endedDecember 31, 2016 as filed with the Securities and Exchange Commission (the "SEC") on or about the date hereof (the "Report"), I,Spyros Gianniotis, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operationsof the Company.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to theSEC or its staff upon request.

Date: May 16, 2017

/s/ Spyros GianniotisSpyros GianniotisChief Financial Officer (Principal Financial Officer)



12 Months EndedDocument and EntityInformation Dec. 31, 2016

sharesDocument And Entity Information [Abstract]Document Type 20-FDocument Period End Date Dec. 31, 2016Amendment Flag falseEntity Registrant Name Aegean Marine Petroleum Network Inc.Entity Central Index Key 0001344376Trading Symbol ANWEntity Current Reporting Status YesEntity Voluntary Filers NoCurrent Fiscal Year End Date --12-31Entity Filer Category Accelerated FilerEntity Well Known Seasoned Issuer NoEntity Common Stock Shares Outstanding 39,403,822Document Fiscal Year Focus 2016Document Fiscal Period Focus FY


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Consolidated Balance Sheets- Revised 2015 - USD ($)

$ in Thousands

Dec. 31,2016

Dec. 31,2015

CURRENT ASSETS:Cash and cash equivalents $ 93,836 $

139,314Trade receivables, net of allowance for doubtful accounts of $8,647 and $7,278 as ofDecember 31, 2016 and 2015, respectively (Note 2 and 3) 503,751 309,874

Trade receivables from related companies (Note 4) 11,509 18,963Due from related companies (Note 4) 9,548 6,887Derivative asset (Note 14) 0 22,416Inventories (Note 5) 187,766 114,531Prepayments and other current assets, net of allowances for doubtful accounts of $2,160 and$565, as of December 31, 2016 and 2015, respectively (Note 6) 95,885 116,004

Deferred tax asset (Note 23) 3,769 2,133Restricted cash (Note 2) 3,188 828Total current assets 909,252 730,950FIXED ASSETS:Advances for other fixed assets under construction 2,985 398Vessels, cost (Note 7) 457,401 480,346Vessels, accumulated depreciation (Note 7) (107,426) (109,328)Vessels' net book value 349,975 371,018Other fixed assets, net (Note 8) 238,480 246,783Total fixed assets 591,440 618,199OTHER NON-CURRENT ASSETS:Deferred charges, net (Note 9) 19,748 25,007Intangible assets (Note 10) 7,708 8,778Goodwill 66,031 66,031Derivative asset (Note 14) 6,041 0Other non-current assets 713 1,046Total non-current assets 100,241 100,862Total assets 1,600,9331,450,011CURRENT LIABILITIES:Short-term borrowings (Note 12) 261,359 249,497Short-term borrowings from related companies (Note 4) 20,000 0Current portion of long-term debt (Note 13) 33,495 26,398Trade payables to third-parties 131,576 72,413Other payables to related companies (Note 4) 1,344 1,190Deferred tax liability (Note 23) 0 990Derivative liability (Note 14) 12,503 0Accrued and other current liabilities (Note 11) 37,435 43,260Total current liabilities 497,712 393,748NON-CURRENT LIABILITIES:Long-term debt, net of current portion (Note 13) 502,777 434,120


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Deferred tax liability (Note 23) 6,626 2,563Derivative liability (Note 14) 987 420Other non-current liabilities 3,240 2,273Total non-current liabilities 513,630 439,376COMMITMENTS AND CONTINGENCIES (Note 15)STOCKHOLDERS' EQUITY:Preferred stock, $0.01 par value; 25,000,000 shares authorized, none issued (Note 21) 0 0Common stock, $0.01 par value; 100,000,000 shares authorized at December 31, 2016 andDecember 31, 2015; 41,375,461 and 51,382,492 shares issued and 39,403,822 and49,410,853 shares outstanding at December 31, 2016 and December 31, 2015, respectively(Note 21)

414 514

Treasury stock, $0.01 par value; 1,971,639 shares, repurchased at December 31, 2016 andDecember 31, 2015 (Note 21) (29,327) (29,327)

Additional paid-in capital (Note 21) 418,215 394,068Retained earnings 200,231 251,632Total AMPNI stockholders' equity 589,533 616,887Non-controlling interest 58 0Total equity 589,591 616,887Total liabilities and equity $

1,600,933$1,450,011


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Consolidated Balance Sheets(Parentheticals) - USD ($)

$ in ThousandsDec. 31, 2016 Dec. 31, 2015

CONSOLIDATED BALANCE SHEETSAllowance for doubtful accounts $ 8,647 $ 7,278Allowance for doubtful accounts for prepayments and other current assets $ 2,160 $ 565Preferred stock - par value $ 0.01 $ 0.01Preferred stock - shares authorized 25,000,000 25,000,000Preferred stock - shares issued 0 0Common stock - par value $ 0.01 $ 0.01Common stock - shares authorized 100,000,000 100,000,000Common stock - shares issued 41,375,461 51,382,492Common stock - shares outstanding 39,403,822 49,410,853Treasury stock - par value $ 0.01 $ 0.01Treasury stock - number of shares 1,971,639 1,971,639


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12 Months EndedConsolidated Statements ofIncome - Revised 2015 &

2014 - USD ($)$ in Thousands

Dec. 31,2016

Dec. 31,2015

Dec. 31,2014

RevenuesRevenues - third-parties (Note 16) $ 4,055,557 $ 4,211,596 $ 6,625,244Revenues - related companies (Note 4 and 16) 20,662 20,058 36,557Total Revenues 4,076,219 4,231,654 6,661,801Cost of RevenuesCost of revenues - third-parties (Note 16) 3,658,681 3,762,688 5,971,819Cost of revenues - related companies (Note 4 and 16) 64,054 137,137 352,888Total Cost of Revenues 3,722,735 3,899,825 6,324,707Gross Profit 353,484 331,829 337,094OPERATING EXPENSES:Selling and Distribution (Note 17) 202,266 205,078 220,830General and Administrative (Note 18) 49,757 43,318 38,099Amortization of intangible assets (Note 10) 1,070 1,421 3,323Loss on sale of vessels, net (Note 7) 6,312 130 12,864Impairment charge (Note 7 and 10) 0 5,308 4,062Total operating expenses 259,405 255,255 279,178Operating income 94,079 76,574 57,916OTHER INCOME/(EXPENSE):Interest and finance costs (Note 19) (36,499) (37,608) (33,898)Interest income 251 52 117Foreign exchange (losses) / gains, net (1,544) 308 (6,032)Total other expenses, net (37,792) (37,248) (39,813)Income before income taxes 56,287 39,326 18,103Income taxes (Note 23) (4,358) (4,485) (1,964)Net income 51,929 34,841 16,139Net income attributed to non-controlling interest 58 0 49Net income attributed to AMPNI shareholders $ 51,871 $ 34,841 $ 16,090Basic earnings per common share (Note 22) $ 1.11 $ 0.71 $ 0.34Diluted earnings per common share (Note 22) $ 1.11 $ 0.71 $ 0.34Weighted average number of common shares outstanding, basic (Note22) 44,919,189 47,271,582 46,271,716

Weighted average number of common shares outstanding, diluted (Note22) 44,919,189 47,271,582 46,271,716


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Consolidated Statements ofStockholders' Equity -

Revised Retained Earningsand Total - USD ($)

$ in Thousands

Total CommonStock

TreasuryStock

AdditionalPaid-inCapital

RetainedEarnings

Non-Controlling

Interest

BALANCE, value at Dec. 31, 2013 $541,646 $ 492 $ (29,327) $ 363,160 $

207,030 $ 291

BALANCE, shares at Dec. 31, 2013 49,243,659 (1,971,639)Net income 16,139 16,090 49Dividends declared and paid ($0.05 pershare in 2014, $0.08 per share in 2015 and$0.08 per share in 2016) (Note 21)

(2,403) (2,403)

Share-based compensation, value (Note 20) 8,774 $ 10 8,764Share-based compensation, shares (Note 20) 999,333Purchase of non- controlling interest insubsidiary (340) (340)

BALANCE, shares at Dec. 31, 2014 50,242,992 (1,971,639)BALANCE, value at Dec. 31, 2014 563,816 $ 502 $ (29,327) 371,924 220,717 0Net income 34,841 34,841Dividends declared and paid ($0.05 pershare in 2014, $0.08 per share in 2015 and$0.08 per share in 2016) (Note 21)

(3,926) (3,926)

Equity component of convertible notes 12,114 12,114Share-based compensation, value (Note 20) 10,042 $ 12 10,030Share-based compensation, shares (Note 20) 1,139,500BALANCE, shares at Dec. 31, 2015 51,382,492 (1,971,639)BALANCE, value at Dec. 31, 2015 616,887 $ 514 $ (29,327) 394,068 251,632 0Net income 51,929 51,871 58Dividends declared and paid ($0.05 pershare in 2014, $0.08 per share in 2015 and$0.08 per share in 2016) (Note 21)

(3,805) (3,805)

Equity component of convertible notes 11,931 11,931Share-based compensation, value (Note 20) 12,229 $ 13 12,216Share-based compensation, shares (Note 20) 1,296,000Repurchase and retirement of commonstock, shares (11,303,031)

Repurchase and retirement of commonstock, value (99,580) $ (113) (99,467)

BALANCE, shares at Dec. 31, 2016 41,375,461 (1,971,639)BALANCE, value at Dec. 31, 2016 $

589,591 $ 414 $ (29,327) $ 418,215 $200,231 $ 58


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12 Months EndedConsolidated Statements ofStockholders' Equity

(Parentheticals) - $ / sharesDec. 31,

2016Dec. 31,

2015Dec. 31,

2014CONSOLIDATED STATEMENTS OF STOCKHOLDERS'EQUITYCommon stock dividend per share, declared $ 0.08 $ 0.08 $ 0.05Common stock dividend per share, paid $ 0.08 $ 0.08 $ 0.05


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12 Months EndedConsolidated Statements ofCash Flows - Revised 2015 &

2014 - USD ($)$ in Thousands

Dec. 31,2016

Dec. 31,2015

Dec. 31,2014

Cash flows from operating activities:Net income $ 51,929 $ 34,841 $ 16,139Adjustments to reconcile net income to net cash provided by operatingactivities:Depreciation 24,941 25,799 21,325Provision of doubtful accounts 3,624 1,992 3,229Share-based compensation 12,229 10,042 8,774Amortization 18,417 18,998 14,160Income taxes 1,437 2,388 (89)Loss on sale of vessels, net 6,312 130 12,864Impairment charge 0 5,308 4,062Change in fair value of derivatives 29,445 (3,647) (19,658)Other non-cash charges (678) (446) (870)(Increase) / Decrease in:Trade receivables (188,049) 40,744 117,925Due from related companies (2,661) (914) (4,008)Inventories (73,235) 42,459 146,307Prepayments and other current assets 17,959 (61,668) (16,194)Increase / (Decrease) in:Trade payables 59,167 (46,639) (122,687)Other payables to related companies 150 14 (730)Accrued and other current liabilities (5,219) (10,052) 11,366Decrease / (increase) in other non-current assets 333 (121) (746)Increase in other non-current liabilities 967 1 1,341Payments for dry-docking (4,683) (9,502) (10,304)Net cash (used in) / provided by operating activities (47,615) 49,727 182,206Cash flows from investing activities:Advances for vessels under construction 0 (2,979) (2,730)Advances for vessel acquisitions (8,667) 0 (7,786)Advances for other fixed assets under construction (2,587) (5,391) (61,405)Net proceeds from sale of vessels 8,105 49 16,156Net proceeds from sale of vessel to a related party 400 0 0Purchase of other fixed assets (177) (771) (7,955)Increase in restricted cash (862) 1,478 4,226Net cash used in investing activities (3,788) (7,614) (59,494)Cash flows from financing activities:Proceeds from long-term debt 163,000 173,274 119,455Repayment of long-term debt (76,150) (119,112) (35,706)Repayment of capital lease obligation 0 0 (395)Net change in short-term borrowings 11,862 (69,481) (127,612)


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Proceeds from short-term borrowings from related parties 20,000 0 0Increase in restricted cash (1,498) 0 0Financing costs paid (8,066) (9,009) (3,279)Repurchases of common stock (99,580) 0 0Dividends paid to non-controlling interest 0 0 (340)Dividends paid (3,805) (3,926) (2,403)Net cash provided by / (used in) financing activities 5,763 (28,254) (50,280)Effect of exchange rate changes on cash and cash equivalents 162 (4,096) (5,456)Net (decrease) / increase in cash and cash equivalents (45,478) 9,763 66,976Cash and cash equivalents at beginning of year 139,314 129,551 62,575Cash and cash equivalents at end of year 93,836 139,314 129,551SUPPLEMENTAL CASH FLOW INFORMATIONCash paid during the year for interest, net of capitalized interest: 26,126 21,501 21,447Cash paid during the year for income taxes: 2,065 936 3,388Non cash advances for other fixed assets under construction: 0 0 4,150Non cash advances for vessels under construction: $ 0 $ 0 $ 1,151


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12 Months EndedBasis of Presentation Dec. 31, 2016Basis of Presentation[Abstract]Basis of Presentation 1. Basis of Presentation:

The accompanying consolidated financial statements include the accounts of Aegean MarinePetroleum Network Inc. (hereinafter referred to as "Aegean") and its subsidiaries (Aegean andits subsidiaries are hereinafter collectively referred to as the "Company"). The Company is anindependent physical supplier and marketer of refined marine fuel and lubricants to ships in portand at sea.

Aegean was formed on June 6, 2005, under the laws of the Republic of the Marshall Islands, for thepurpose of acquiring all outstanding common shares of companies owned, directly and indirectly,by Leveret International Inc. ("Leveret"), which is controlled by Aegean's founder and formerHead of Corporate Development, Mr. Dimitris Melisanidis.

In December 2006, Aegean completed its initial public offering of 14,375,000 common shares onthe New York Stock Exchange under the United States Securities Act of 1933, as amended.Material Subsidiaries as of December 31, 2016

(a) Aegean Marine Petroleum S.A. ("AMP"), incorporated in the Republic of Liberia onJanuary 4, 1995, is engaged in the commercial purchase and sale of marine petroleumproducts and is the principal operating entity of the Company.

(b) Service Centers, which monitor and support the logistical aspects of each order in theirrespective geographical locations.

Company NameJurisdiction ofIncorporation

Date ofIncorporation

Aegean Marine Petroleum LLC (the "UAEService Center")

United Arab Emirates 07/26/2000

Aegean Bunkering Gibraltar Ltd. (the "GibraltarService Center")

Gibraltar 08/07/1997

Aegean Bunkering Jamaica Ltd. (the "JamaicaService Center")

Jamaica 11/25/2004

Aegean Bunkering (Singapore) Pte. Ltd. (the"Singapore Service Center")


ICS Petroleum Ltd (the "Vancouver ServiceCenter")

Canada 11/25/1985

ICS Petroleum (Montreal) Ltd (the "MontrealService Center")

Canada 06/03/1986

Aegean Bunkering Trinidad Ltd. (the "TrinidadService Center")

Trinidad & Tobago 02/20/2006


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Aegean North West Europe NV ("ANWE", the"NW Europe Business Center")

Belgium 02/12/1986

Aegean Bunkering Combustibles Las Palmas S.A.(the "Canary Islands Service Center"


Aegean Bunkering Morocco SARL AU (the"Tangier Service Center")

Morocco 05/28/2010

Aegean Bunkering (USA) LLC (the "US East &West Coast Business Center")

USA 11/06/2013

Aegean Bunkering Germany BD&M GmbH (the"Hamburg Service Center")

Germany 12/02/2014

Aegean Bunkering Marine Services PTY Ltd (the"South Africa Service Center")


The following companies are also the owners of the vessels presented in the table:

Company NameService/Business

center

VesselName

YearBuilt

DateAcquired

Aegean Barges NV NW Europe Colorado 2004 04/01/2010Aegean North West Europe

NVNW Europe Willem SR* 2006 04/01/2010

Aegean Barges NV NW Europe Texas 2003 04/01/2010Aegean Barges NV NW Europe Montana 2011 05/26/2011

Aegean North West EuropeNV

NW Europe Florida* 2011 11/15/2011

Aegean Barges NV NW Europe New Jersey 2006 03/25/2014

*10% of ownership

(c) Aegean Bunkering Services Inc. (the "Manager") was incorporated in the MarshallIslands on July 11, 2003 and provides all the vessel-owning companies listed belowwith a wide range of shipping services such as technical support and maintenance,insurance arrangement and handling, financial administration and accounting services.

(d) Vessel-owning companies with operating vessels:

Vessel Details

Company NameDate of

IncorporationVessel

NameYearBuilt

DateAcquired

Milos Shipping Pte. Ltd.("Milos")

11/23/2006 Milos 200706/29/2007

Serifos Shipping Pte. Ltd.("Serifos")

11/23/2006 Serifos 200711/20/2007

Kithnos Maritime Inc.("Kithnos")

01/28/2005 Kithnos 200711/30/2007

Mykonos I Maritime Ltd.("Mykonos I")

01/28/2005 Mykonos 200806/25/2008



Aegean Tanking S.A.(�Umnenga�)

07/12/2006 Umnenga 199303/23/2016

Santorini I Maritime Ltd.("Santorini I")

01/28/2005 Santorini 2008 09/26/2008

Eton Marine Ltd. ("Eton") 12/21/2005 Patmos 2008 11/18/2008Paros Maritime Inc. ("Paros") 01/28/2005 Paros I 2008 11/25/2008Kimolos Shipping Pte. Ltd.("Kimolos")

01/28/2005 Kimolos 2008 03/04/2008

Kerkyra MarineS.A.("Kerkyra")

09/26/2006 Kerkyra 2009 07/29/2009

Tasman SeawaysInc.("Kalymnos")

12/21/2005 Kalymnos 2009 02/20/2009

Paxoi Marine S.A.("Paxoi") 09/26/2006 Paxoi 2009 11/20/2009Ithaki Marine S.A. ("Ithaki") 09/26/2006 Ithaki 2009 09/01/2009Cephallonia Marine S.A. 09/26/2006 Kefalonia 2009 10/15/2009ICS Petroleum Ltd. ("ICS") 05/24/1985 PT22 2001 05/29/2009Ios Marine Inc. ("Lefkas") 02/21/2007 Lefkas 2010 03/16/2010Andros Marine Ltd.("Andros")

02/21/2007 Andros 2010 02/05/2010

Zakynthos Marine S.A.("Zakynthos")

09/27/2006 Zakynthos 2010 01/20/2010

Kythira Marine S.A.("Kythira")

09/26/2006 Kythira 2010 04/30/2010

Dilos Marine Inc. ("Dilos") 02/21/2007 Dilos 2010 05/05/2010Benmore Services S.A.("Benmore")

12/21/2005 Nisyros 2010 06/01/2010

Santon Limited ("Santon") 01/10/2006 Leros 2010 09/03/2010Kassos Navigation S.A.("Kassos")

02/14/2008 Kassos 2010 10/29/2010

Tilos Shipping Pte Ltd.("Tilos")

02/14/2011 Tilos 2011 03/28/2011

Sifnos Marine Inc. ("Anafi") 02/21/2007 Anafi 2011 04/06/2011Halki Navigation S.A.("Halki")

02/14/2008 Halki 201107/28/2011

Aegean VII Shipping Ltd. 09/07/2005 Sikinos 2011 08/11/2011Symi Navigation S.A. 02/14/2008 Symi 2012 04/11/2012Amorgos Maritime Inc.("Amorgos")

01/28/2005 Amorgos 200712/21/2007

ICS Petroleum Ltd. ("ICS") 05/24/1985 PT40 2014 05/01/2015Ios Shipping Ltd. 11/14/2012 Ios I 2010 09/08/2010

(e) Aegean Management Services M.C. was incorporated in Piraeus on February 20, 2008and provides all the vessel-maritime companies listed below with a wide range ofshipping services such as technical support for ISM purposes, insurance arrangementand handling and accounting services.

(f) Vessel-maritime companies with operating vessels in Greece:



Vessel Details

Company NameDate of


YearBuilt

Date Acquired

Aegean Tiffany MaritimeCompany

01/23/2009 AegeanTiffany

2004 07/07/2004

Aegean Breeze MaritimeCompany

01/23/2009 AegeanBreeze I

2004 07/07/2004

Aegean Rose MaritimeCompany

12/02/2002 Aegean Rose 1988 01/21/2003

Aegean Ship III MaritimeCompany

06/23/2008 Aegean III 1990 07/08/2008

Aegean Ship VIII MaritimeCompany

06/23/2008 Aegean VIII 1989 07/08/2008

Aegean Ace MaritimeCompany

01/26/2009 Aegean Ace 1992 03/23/2009

Aegean Maistros MaritimeCompany

11/21/2007 Aegean Orion 1991 09/07/2009

Aegean Gas MaritimeCompany

07/24/2001 Mediterranean 1982 02/28/2010

Sealand Navigation Inc. 04/27/2011 Karpathos 2010 07/12/2010Tinos Marine Inc. ("Syros") 02/21/2007 Syros 2008 04/21/2008Tempest ShiptradeLtd. ("Naxos")

05/07/2014 Naxos 2009 01/07/2009

(g) Other companies with material assets and/or liabilities:

Company NameDate of


Incorporation ActivityAegean Investments S.A. ("AegeanInvestments")

11/05/2003 MarshallIslands

Holding company

Aegean Holdings S.A. ("AegeanHoldings")


Holding company

Aegean Oil (USA), LLC ("AegeanUSA")

04/07/2005 United States Marketing office

Aegean Petroleum International Inc. 02/22/2008 MarshallIslands

Fuel commerce

AMPNI Holdings Co Limited("AMPNI Holdings")

02/02/2009 Cyprus Holding company

Aegean Caribbean Holdings Inc. 01/07/2009 Saint Lucia Holding companyCaribbean Renewable EnergySources Inc.

02/02/2007 British VirginIslands

Asset owner

Aegean Oil Terminal Corporation 04/14/2008 MarshallIslands

Oil Terminal Facility ownerand operator

As of December 31, 2016, Aegean's ownership interest in all the above subsidiaries, apart fromAegean Bunkering Marine Services PTY Ltd that is 74% owned, amounted to 100%.



For the years ended December 31, 2016, 2015 and 2014, no customer individually accounted formore than 10% of the Company's total revenues.

Debt issuance costs: In April 2015, the Financial Accounting Standards Board (FASB) issuedAccounting Standards Update No. 2015-03, �Simplifying the Presentation of Debt IssuanceCosts,� (�ASU 2015-03�), which is effective for fiscal years, and interim periods within thoseyears, beginning after December 15, 2015. ASU 2015-03 requires debt issuance costs to bepresented in the balance sheet as a direct deduction from the carrying value of the associated debtliability, consistent with the presentation of a debt discount. The amortization of such costs willcontinue to be reported as interest expense. Accordingly, the Company has adopted thisaccounting standard and reclassified the prior-period amounts to conform to the current-periodpresentation.

The retrospective effect of our adoption of ASU 2015-03, which affected only the presentationof deferred debt issuance costs in our Consolidated Balance Sheets at December 31, 2015, is asfollows:


Long-termDebt

(In thousands)Amount as previously presented, before adoption ofASU 2015-03

$ 31,652 $ 440,765

Deferred debt issuance costs (6,645) (6,645)


Revision of Previously-Issued Financial StatementsDuring the year ended December 31, 2016, the Company revised its financial statements for 2015and 2014 to record a provision for a withholding tax, related to income tax, in a subsidiary and hasmade adjustments in each successive period.The Company assessed the effect of the above adjustments in the prior periods' financial statementsin accordance with the SEC's Staff Accounting Bulletins No. 99 and 108 and, based on an analysisof quantitative and qualitative factors, determined that these were not material to any of theCompany's prior interim and annual financial statements.All financial information contained in the accompanying notes has been revised to reflect thecorrection of this error.

The following tables present the effect of the aforementioned revision:As of and for the year ended December 31, 2015

As previouslypresented


CONSOLIDATED BALANCESHEETS



Accrued and other current liabilities $38,621

$4,639

$43,260

Total current liabilities389,109 4,639 393,748

Retained earnings256,271

(4,639)251,632

Total AMPNI stockholders' equity621,526

(4,639)616,887

Total equity $621,526

$ (4,639) $616,887

CONSOLIDATEDSTATEMENTS OF INCOMEIncome taxes $ (3,446) $ (1,039) $ (4,485)

Net Income35,880

(1,039)34,841

Net income attributed to AMPNIshareholders

$35,880

$ (1,039) $34,841

Basic earnings per common share $0.73

$ (0.02) $0.71

Diluted earnings per common share $0.73

$ (0.02) $0.71

CONSOLIDATED STATEMENTS OFSTOCKHOLDERS' EQUITYBALANCE, December 31, 2014/Retained Earnings

$224,317

$ (3,600) $220,717

Net income/ Retained Earnings35,880

$ (1,039) $34,841

BALANCE, December 31, 2015/Retained Earnings

$256,271

(4,639)251,632

CONSOLIDATEDSTATEMENTS OF CASHFLOWSCash flows from operatingactivities:

Net income $35,880

$ (1,039) $34,841

Increase / (Decrease) in:

Accrued and other current liabilities$ (11,091) $1,039

$ (10,052)

For the year ended December 31, 2014



As previouslypresented


CONSOLIDATEDSTATEMENTS OF INCOMEIncome taxes $ (464) $ (1,500) $ (1,964)

Net Income17,639

(1,500)16,139

Net income attributed to AMPNIshareholders

$17,590

$ (1,500) $16,090

Basic earnings per common share $0.37

$ (0.03) $0.34

Diluted earnings per common share $0.37

$ (0.03) $0.34

CONSOLIDATEDSTATEMENTS OF CASHFLOWSCash flows from operatingactivities:

Net income $17,639

$ (1,500) $16,139

Increase / (Decrease) in:Accrued and other current liabilities $ 9,866 $ 1,500 $ 11,366



12 Months EndedSignificant AccountingPolicies Dec. 31, 2016

Significant AccountingPolicies [Abstract]Significant AccountingPolicies

2. Significant Accounting Policies:

Principles of Consolidation: The consolidated financial statements have been prepared inaccordance with U.S. generally accepted accounting principles and include for each of the threeyears in the period ended December 31, 2016, the accounts and operating results of the Company.Intercompany balances and transactions have been eliminated in consolidation. The Companyconsolidates subsidiaries where it holds a controlling financial interest or it has an interest in avariable interest entity (VIE). The condition for a controlling financial interest is ownership ofmajority of the voting interest of over 50% of the outstanding voting shares or the power to directthe activities of the entity that most significantly affect the entity's economic performance and theobligation to absorb losses of the entity that could potentially be significant to the entity or the rightto receive benefits from the entity that could potentially be significant to the entity. Noncontrollinginterest in both equity and results of operations of subsidiaries are presented separately.

Use of Estimates: The preparation of consolidated financial statements in conformity with U.S.generally accepted accounting principles requires management to make estimates and assumptionsthat affect the reported amounts of assets and liabilities and disclosure of contingent assets andliabilities at the date of the consolidated financial statements and the reported amounts of revenuesand expenses during the reporting period. Actual results could differ from those estimates.

Foreign Currency Transactions: The functional currency of Aegean and its material subsidiariesis the U.S. dollar because the Company purchases and sells marine petroleum products in theinternational oil and gas markets and because the Company's vessels operate in internationalshipping markets; both of these international markets transact business primarily in U.S. dollars.The Company's accounting records are maintained in U.S. dollars. Transactions involving othercurrencies during the year are converted into U.S. dollars using the exchange rates in effect at thetime of the transactions. At the balance sheet dates, monetary assets and liabilities denominated inother currencies are adjusted to reflect the year-end exchange rates. Resulting gains or losses arereflected separately in the accompanying consolidated statements of income.

Cash and Cash Equivalents: The Company considers highly liquid investments such as timedeposits and certificates of deposit with an original maturity of three months or less at time ofpurchase to be cash equivalents.

Restricted Cash: Restricted cash consists of interest-bearing deposits with certain banks as cashcollateral against outstanding short-term facilities and retention accounts that can only be used forthe purposes of repayment of current portions of long-term loans. Restricted cash also includesinterest-bearing deposits with an international bank as cash collateral against standby letters ofcredit issued by the same bank to a shipyard. Restricted cash is classified as non-current when thefunds are to be used to acquire non-current assets.


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Trade Receivables, net: Management is responsible for approving credit to customers, setting andmaintaining credit standards, and managing the overall quality of the credit portfolio. TheCompany performs ongoing credit evaluations of its customers based upon payment history andthe assessments of customers' credit worthiness. The Company generally provides payment termsof approximately 30 days. The Company continuously monitors collections and payments fromits customers and maintains a provision for estimated credit losses based upon its historicalexperience with its customers, current market conditions of its customers, and any specificcustomer collection issues. Accounts receivable are reduced by an allowance for amounts thatmay become uncollectible in the future. The Company had accounts receivable of $512,398 and$317,152, before allowances for doubtful accounts of $8,647 and $7,278 as of December 31,2016 and 2015, respectively. Allowances for doubtful accounts are summarized as follows:

Allowancesfor

doubtfulaccounts

Balance, December 31, 2013 $ 2,622- Recoveries (599)- Additions 3,828




The Company transfers ownership of eligible trade account receivable to a third-party purchaserwithout recourse in exchange for cash. The factoring of trade accounts receivable under theagreement is accounted for as a sale. Proceeds from the transfer reflect the carrying amount ofthe trade account receivable less a discount. The trade account receivables sold pursuant to thisfactoring agreement are excluded from trade receivables in the consolidated balance sheets andthe proceeds are reflected as cash provided by operating activities in the consolidated statementsof cash flows. The Company continues to service, administer and collect the trade accountreceivables sold under this program. The Company does not record a servicing asset or liabilityon the consolidated balance sheets as the Company estimates the fee it receives is at fair value.Servicing fees paid are recorded in the interest and finance costs in the accompanying consolidatedstatements of income.

Insurance Claims: Insurance claims at each balance sheet date consist of claims submitted and/orclaims in the process of compilation or submission (claims pending). They are recorded on anaccrual basis and represent the claimable expenses, net of applicable deductibles, incurredthrough December 31 of each reporting period, which are probable to be recovered frominsurance companies. Any remaining costs to complete the claims are included in accruedliabilities. The classification of insurance claims into current and non-current assets is based onmanagement's expectations as to their collection dates.



Inventories: Inventories comprise marine fuel oil ("MFO"), marine gas oil ("MGO"), lubricants,stores and victuals which are stated at the lower of cost or market. Cost is determined by the first in,first out method. Inventory costs include expenditures directly incurred in bringing the inventoryto its existing condition and location.

Vessel Cost: Vessels are stated at cost, which consists of the contract price and any materialexpenses incurred upon acquisition (initial repairs, improvements and delivery expenses, interestand on-site supervision costs incurred during the construction periods). Subsequent expendituresfor conversions and major improvements are also capitalized when they appreciably extend thelife, increase the earning capacity or improve the efficiency or safety of the vessels; otherwise theseamounts are charged to expense as incurred.

Advances and milestone payments made to shipyards during construction periods are classified as"Advances for vessels under construction" until the date of delivery and acceptance of the vessel,at which date they are reclassified to "Vessels, cost". Advances for vessels under construction alsoinclude supervision costs, amounts paid under engineering contracts, capitalized interest and otherexpenses directly related to the construction of the vessels.

Amounts of interest to be capitalized during the asset acquisition period are determined byapplying an interest rate ("the capitalization rate") to the average amount of accumulatedexpenditures for the asset during the period. The capitalization rates used in an accounting periodare based on the rates applicable to borrowings outstanding during the period. The Company doesnot capitalize amounts in excess of actual interest expense incurred in the period. If the Company'sfinancing plans associate a specific new borrowing with a qualifying asset, the Company usesthe rate on that borrowing as the capitalization rate to be applied to that portion of the averageaccumulated expenditures for the asset that does not exceed the amount of that borrowing. Ifaverage accumulated expenditures for the asset exceed the amounts of specific new borrowingsassociated with the asset, the capitalization rate applied to such excess is a weighted average of therates applicable to other borrowings of the Company.

Vessels acquired as a part of an acquisition are recognized at their fair value as at the date of theacquisition.

Vessel Depreciation on Ocean- going Bunkering Tankers: Depreciation is computed using thestraight-line method over the estimated useful life of the vessels, after considering the estimatedsalvage value. Each vessel's estimated salvage value is equal to the product of its light-weighttonnage and the estimated scrap rate. Management estimates the useful life of the Company'sbunkering tankers to be 30 years from the date of initial delivery from the shipyard. Managementestimates the useful life of the Company's floating storage facilities to be 30 years from the dateof acquisition. Secondhand vessels are depreciated from the date of their acquisition through theirremaining estimated useful life. However, when regulations place limitations on the ability of avessel to trade, its useful life is adjusted to end at the date such regulations become effective.

Vessel Depreciation on In-Land Waterway Bunkering Tankers: Depreciation is computed usingthe straight-line method over the estimated useful life of the vessels, after considering theestimated salvage value. Each vessel's estimated salvage value is equal to the product of its light-weight tonnage and the estimated scrap rate. Management estimates the useful life of the in-land



waterway bunkering tankers to be 45 years from the date of the initial delivery from theshipyard.Other fixed assets, net: Depreciation is computed using the straight-line method overthe estimated useful life of the assets, after considering any estimated salvage value. Managementestimates the useful life of the Company's other fixed assets as follows:


Intangible Assets: These assets are being amortized over their useful life.

Intangible assets acquired in a business combination and recognized separately from goodwill areinitially recognized at their fair value at the acquisition date. Subsequent to initial recognition,intangible assets acquired in a business combination are reported at cost less accumulatedamortization and accumulated impairment losses, if any. These assets are being amortized overtheir useful life.

Goodwill: Goodwill represents the excess of the purchase price over the net of the fair value ofthe identifiable tangible and intangible assets acquired and the fair value of liabilities assumedin business acquisitions. As required by the goodwill topic of the FASB Accounting StandardCodification (ASC) Topic 350, Intangibles Goodwill and Other, goodwill is not amortized, buttested as of December 31 of each year for impairment. The Company also evaluates goodwillfor impairment at any time that events occur or circumstances change indicating a possibleimpairment. The Company tests for goodwill impairment using the two-step process. The first stepof the goodwill impairment test, used to identify potential impairment, compares the fair valueof a reporting unit with its carrying amount, including goodwill. The second step of the goodwillimpairment test, used to measure the amount of impairment loss, compares the implied fair valueof reporting unit goodwill with the carrying amount of that goodwill. Fair value of the reportingunits is derived using discounted cash flow analysis.

We calculated the fair value of the reporting unit using the discounted cash flow method, anddetermined that the fair value of the reporting unit exceeded its book value, including the goodwill.The discounted cash flows calculation is subject to historical data and to management judgmentrelated to revenue growth, capacity utilization, the weighted average cost of capital and thefuture price of marine fuel products. Although we believe that the assumptions used to evaluatepotential impairment are reasonable and appropriate, such assumptions are subjective. We performsensitivity tests on our sale volume, gross spread, net operating cash flows, average inflation andgrowth rate. No impairment loss was recorded for any of the periods presented.

Impairment of Long-Lived Assets: Accounting guidance requires that long-lived assets andcertain identifiable intangible assets held and used or to be disposed of by an entity, be reviewedfor impairment whenever events or changes in circumstances indicate that the carrying amount ofthe assets may not be recoverable. In evaluating useful lives and carrying values of long-livedassets, the Company reviews certain indicators of potential impairment, such as vessel sale and



purchase prices in the marketplace, business plans and overall market conditions. When theestimate of undiscounted cash flows, excluding interest charges, expected to be generated by theuse of the asset and any future disposal is less than its carrying amount, the asset should beevaluated for an impairment loss. In developing estimates of future cash flows, the Companyrelied upon estimates made by management with regard to the Company's vessels and its otherfixed assets, including future deliveries and storage throughput usage, operating expenses, and theestimated remaining useful lives of the vessels or other fixed assets. These assumptions are basedon historical trends as well as future expectations and are consistent with the plans and forecastsused by management to conduct its business. The variability of these factors depends on a numberof conditions, including uncertainty about future events and general economic conditions;therefore, the Company's accounting estimates might change from period to period. In the eventthat undiscounted projected net operating cash flows were less than carrying value, the Companywould estimate the fair value of the related asset and record a charge to operations calculated bycomparing the asset's carrying value to the estimated fair value. Measurement of the impairmentloss is based on the fair value of the asset as determined by management considering third-partyvaluations and discounted future cash flows attributable to the vessel or asset group. TheCompany regularly reviews the carrying amount of its long-lived assets.

Accounting for Drydocking Costs: The Company's vessels are generally required to be drydockedevery 30 to 60 months for major repairs and maintenance that cannot be performed while thevessels are in operation. The Company follows the deferral method of accounting for drydockingcosts whereby actual costs incurred are deferred and are amortized on a straight-line basis over theperiod through the date the next drydocking is scheduled to become due. Unamortized drydockingcosts of vessels that are sold are written off against income in the year of the vessel's sale.

Leases: Leases are classified as capital leases if they meet at least one of the following criteria:(i) the leased asset automatically transfers title at the end of the lease term; (ii) the lease containsa bargain purchase option; (iii) the lease term equals or exceeds 75% of the remaining estimatedeconomic life of the leased asset; (iv) or the present value of the minimum lease payments equalsor exceeds 90% of the excess of fair value of the leased property. If none of the above criteria ismet, the lease is accounted for as an operating lease.

The Company records vessels under capital leases as fixed assets at the lower of the present valueof the minimum lease payments at inception of the lease or the fair value of the vessel. Vesselsunder capital leases are amortized over the estimated remaining useful life of the vessel or untilthe end of the lease term, if shorter. Assets held under capital leases are presented as "Advancesfor vessels under construction and acquisitions" in the balance sheet until the vessel is deemedready for its intended use and the balance is reclassified to "Vessels, cost". The current portionof capitalized lease obligations are reflected in the balance sheet in "Accrued and other currentliabilities" and remaining long-term capitalized lease obligations are presented as "Other non-current liabilities".

Financing Costs: Fees incurred for obtaining new loans or refinancing existing loans are deferredand amortized to interest expense over the life of the related debt using the effective interestmethod. Unamortized fees relating to loans repaid or refinanced are generally expensed in theperiod the repayment or refinancing is made.



Convertible Senior Notes: In accordance with Accounting Standards Codification (ASC), Topic470, Debt, for convertible debt instruments that contain cash settlement options upon conversionat the option of the issuer, the Company determines the carrying amount of the liability andequity component of its convertible notes by first determining the carrying amount of the liabilitycomponent by measuring the fair value of a similar liability that does not have an associated equitycomponent. The carrying amount of the equity component representing the embedded conversionoption is determined by deducting the fair value of the liability component from the total proceeds.The resulting debt discount is amortized to interest cost using the effective interest method overthe period the debt is expected to be outstanding as an additional non-cash interest expense.Transaction costs associated with the instrument are allocated pro-rata between the debt and equitycomponents.

Pension and Retirement Benefit Obligations: The vessel-owning companies included in theconsolidation employ the crew on board under short-term contracts (usually up to nine months)and accordingly, they are not liable for any pension or post retirement benefits. The Company'sfull-time Greek employees are covered by state-sponsored pension funds for which the Companyis required to contribute a portion of the monthly salary of these employees to the fund (i.e., adefined contribution plan). Upon retirement of these employees, the state-sponsored pension fundsare responsible for paying the employees' retirement benefits and accordingly, the Company has noobligation for these benefits.

Accounting for Revenues and Expenses: Revenues are principally earned from the physicalsupply of marine petroleum products via the Company's bunkering tankers. Sales of marinepetroleum products and cost of sales of marine petroleum products are recorded in the periodwhen the marine petroleum products are loaded onto the customer's vessel. In Greece, revenues areearned from the sale of marine petroleum products through a related party physical supplier (referto Note 4). These sales and the respective cost of sales are recorded in the period when the relatedparty physical supplier delivers the marine petroleum products to the customer.

For arrangements in which the Company physically supplies marine petroleum products via itsown bunkering tankers, cost of marine petroleum products sold represents amounts paid by theCompany for marine petroleum products sold in the period being reported on.

For arrangements in which marine petroleum products are purchased from the Company's relatedparty physical supplier, cost of marine petroleum products sold represents the total amount paid bythe Company to the physical supplier for marine petroleum products and the delivery thereof to theCompany's customer.

Revenues are also generated from voyage agreements of the Company's vessels. Under a voyagecharter the revenues and associated voyage costs are recognized over the duration of the voyage.A voyage is deemed to commence upon the later of the completion of discharge of the vessel'sprevious cargo or upon vessel arrival to the agreed upon port based on the terms of a voyagecontract and is not cancelable and voyage is deemed to end upon the completion of discharge ofthe delivered cargo.



The Company also recognizes other revenues which mainly derive from brokerage and agencyfees, throughput fees and storage fees. These revenues are recognized when services are performedand collectability is reasonably assured.

Operating expenses are accounted for on the accrual basis. The selling and distribution expensesgenerally represent indirect expenses incurred for selling and distribution and related to thedelivery of the products and services to the customers. The general and administrative expenses arepresented separately and represent the administrative cost of managing the Company such as theoffice administrative personnel, the maintenance of the Company's office property, equipment andother fixed assets and its depreciation, and all the general office expenses, professional fees, travelexpenses and utilities.

Repairs and Maintenance: All vessel repair and maintenance expenses, including drydockingcosts (representing only non-scheduled repairs and maintenance work undertaken on a vessel'sengine) and underwater inspections are expensed in the year incurred. Such costs are included inother operating expenses in the accompanying consolidated statements of income.

Income Taxes: The Company accounts for income taxes using the asset and liability method,as required by the generally accepted accounting principles for income taxes reporting. Underthis method, deferred income tax assets and liabilities are established for temporary differencesbetween the financial reporting basis and the tax basis of the Company's assets and liabilities ateach period end corresponding to those jurisdictions subject to income taxes. Deferred tax assetsand liabilities are recognized for all temporary items and an offsetting valuation allowance isrecorded to the extent that it is not more likely than not that the asset will be realized. Deferred taxis measured based on tax rates and laws enacted at the balance sheet date in any jurisdiction.

Income tax regulations in the different countries in which the Company operates under which theCompany's uncertain income tax positions are determined could be interpreted differently resultingin tax obligations differing from those currently presented. In this sense, the income tax returns ofthe Company's primary tax jurisdictions remain subject to examination by related tax authorities.

Earnings per Common Share: Basic earnings per common share are computed by dividing netincome available to common stockholders by the weighted average number of common sharesoutstanding during the year. Net income available to common stockholders is calculated as netincome less that amount allocable to non-vested share-based payment awards that contain rights toreceive non-forfeitable dividends or dividend equivalents and participate equally in undistributedearnings. Non-vested share-based payment awards have no contractual obligations to share in thelosses of the entity and are therefore excluded from the calculation of loss per share. Dilutedearnings per common share reflect the potential dilution that could occur if securities or othercontracts to issue common stock were exercised. Dilution has been computed by the treasurystock method whereby all of the Company's dilutive securities are assumed to be exercised andthe proceeds used to repurchase common shares at the weighted average market price of theCompany's common stock during the relevant periods. The incremental shares (the differencebetween the number of shares assumed issued and the number of shares assumed purchased) areincluded in the denominator of the diluted earnings per share computation. Non-vested shares



are included in the calculation of the diluted earnings per shares, based on the weighted averagenumber of non-vested shares assumed to be outstanding during the period.

Contingencies: The Company accrues for a loss if the Company deems it probable that a liabilityhas been incurred at the date of the consolidated financial statements and the amount of that losscan be reasonably estimated. If the Company deems it reasonably possible that a liability has beenincurred, the nature of the contingency and an estimate of the amount of loss is disclosed in thenotes to the financial statements.

Financial Instruments: The carrying amounts of the current financial assets and current financialliabilities reported in the consolidated balance sheets approximate their respective fair valuesbecause of the short term nature of these financial instruments. Cash and cash equivalents andrestricted cash are considered Level 1 items as they represent liquid assets with short-termmaturities. The fair value of the revolving credit facilities is estimated based on current ratesoffered to the Company for similar debt of the same remaining maturities. The carrying valueapproximates the fair market value for the floating rate loans and revolving credit facilities dueto their variable interest rate, being EURIBOR or LIBOR. LIBOR and EURIBOR rates areobservable at commonly quoted intervals for the full terms of the loans and hence floating rateloans are considered Level 2 items in accordance with the fair value hierarchy. The ConvertibleSenior Notes have a fixed rate and their estimated fair values were determined through Level 2inputs of the fair value hierarchy (quoted price in the over-the counter-market). The estimated fairvalue of the Convertible Senior Notes at December 31, 2016 and 2015, is $244,068 and $116,218,respectively, compared to a carrying value net of finance charges of $212,594 and $118,031,respectively.

The Company enters into derivative contracts in order to mitigate the risk of market pricefluctuations in fuel and the interest rate risk deriving from its loan agreements. The derivativeinstruments are classified according to the guidance of the Accounting Standards Codification(ASC) for derivative instruments and hedging activities. The Company currently does not applyhedge accounting to its derivative instruments.

Interest Rate Swap: Changes in the estimated fair value of the interest rate swap are recognized ascomponents of interest and finance costs in the consolidated statement of income. The fair value ofthe contract is recorded in the Company's consolidated balance sheet in non-current liabilities.

Fuel Pricing Contracts: Changes in the estimated fair value of the fuel pricing contracts arerecognized as components of cost of revenue in the consolidated statement of income. The fairvalue of the outstanding fuel pricing contracts is presented in the Company's consolidated balancesheet in current assets/liabilities. The Company classifies cash flows related to derivative financialinstruments within cash used in operating activities in the consolidated statement of cash flows.

Foreign Currency Swaps: Changes in the estimated fair value of the foreign currency swaps arerecognized within Foreign exchange (losses) / gains, net in the consolidated statement of income.The fair value of the contract is split in the Company's consolidated balance sheet between currentand non-current liabilities with reference to the estimated period of settlement of the relevantliability.




Assets Held for Sale: The Company classifies vessels as being held for sale when the followingcriteria are met: (i) management possessing the necessary authority has committed to a plan to sellthe vessels, (ii) the vessels are available for immediate sale in their present condition, (iii) an activeprogram to find a buyer and other actions required to complete the plan to sell the vessels havebeen initiated, (iv) the sale of the vessels is probable, and transfer of the asset is expected to qualifyfor recognition as a completed sale within one year and (v) the vessels are being actively marketedfor sale at a price that is reasonable in relation to their current fair value and actions required tocomplete the plan indicate that it is unlikely that significant changes to the plan will be made orthat the plan will be withdrawn. Vessels classified as held for sale are measured at the lower of theircarrying amount or fair value less cost to sell. These vessels are not depreciated once they meet thecriteria to be classified as held for sale. Furthermore, in the period a vessel meets the held for salecriteria in accordance with ASC Topic 360, Property, Plant and Equipment, a loss is recognized forany reduction of the vessel's carrying amount to its fair value less cost to sell.


Derecognition of nonfinancial assets: In February 2017, the FASB issued ASU 2017- 05, "OtherIncome-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20):Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales ofNonfinancial Assets" ("ASU 2017-05"), which provides guidance on accounting for thederecognition of a nonfinancial asset or in an in substance nonfinancial asset that is not a business.The ASU defines an in substance nonfinancial asset and requires the application of certainrecognition and measurement principles in the new revenue recognition standard when an entityderecognizes nonfinancial assets and in substance nonfinancial assets, and the counterparty is nota customer. The new guidance is effective for fiscal years beginning after December 15, 2017and interim periods within those years. Early adoption is permitted. The guidance may be appliedretrospectively for all periods presented or retrospectively with a cumulative-effect adjustmentat the date of adoption. The Company is currently assessing the impact of ASU 2017-05 on itsconsolidated financial statements.

Intangibles: In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other(Topic 350): Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"). The updatesimplifies how an entity tests goodwill for impairment by eliminating the Step 2 requirementto compute the implied fair value of goodwill at the impairment testing date. The entity shouldcompare the fair value of a reporting unit with its carrying amount and recognize an impairmentcharge for the amount by which the carrying amount exceeds the reporting unit's fair value, not toexceed the total amount of goodwill allocated to that reporting unit. The amendment is effective forfiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019.Early adoption is permitted for goodwill impairment tests performed on testing dates after January1, 2017. The Company is currently assessing the impact of ASU 2017-04 on its consolidatedfinancial statements.



Business Combinations: In January 2017, the FASB issued Accounting Standard Update 2017-01,�Business Combinations� (�ASU 2017-01�) to clarify the definition of a business with theobjective of adding guidance to assist entities with evaluating whether transactions should beaccounted for as acquisition (or disposals) of assets or businesses. Under current implementationguidance the existence of an integrated set of acquired activities (inputs and processes that generateoutputs) constitutes an acquisition of business. This ASU provides a screen to determine when a setof assets and activities does not constitute a business. The screen requires that when substantiallyall of the fair value of the gross assets acquired (or disposed of) is concentrated in a singleidentifiable asset or a group of similar identifiable assets, the set is not a business. This update iseffective for public entities with reporting periods beginning after December 15, 2017, includinginterim periods within those years. The amendments of this ASU should be applied prospectivelyon or after the effective date. Early adoption is permitted, including adoption in an interim period(i) for transactions for which the acquisition date occurs before the issuance date or effectivedate of the ASU, only when the transaction has not been reported in financial statements thathave been issued or made available for issuance and (ii) for transactions in which a subsidiary isdeconsolidated or a group of assets is derecognized that occur before the issuance date or effectivedate of the amendments, only when the transaction has not been reported in financial statementsthat have been issued or made available for issuance. The Company is currently assessing theimpact of ASU 2017-01 on its consolidated financial statements.

Statement of Cash Flows - Restricted Cash: In November 2016, the FASB issued AccountingStandard Update 2016-18, �Statement of Cash Flows (Topic 230): Restricted Cash� ("ASU2016-18"). This Update addresses the classification and presentation of changes in restricted cashon the statement of cash flows under Topic 230, Statement of Cash Flows. The amendments areeffective for public business entities for fiscal years beginning after December 15, 2017, andinterim periods within those fiscal years. Early adoption is permitted for all entities. The Companyis currently assessing the impact of ASU 2016-18 on its consolidated financial statements.Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments: InAugust 2016, the FASB issued ASU 2016-15, �Statement of Cash Flows: Classification of CertainCash Receipts and Cash Payments�. This update addresses eight specific cash flow issues with theobjective of reducing the existing diversity in practice. The amendments are effective for publicbusiness entities for fiscal years beginning after December 15, 2017, and interim periods withinthose fiscal years. Early adoption is permitted for all entities. The Company is currently assessingthe impact of ASU 2016-15 on its consolidated financial statements.

Financial Instruments: In June 2016, the FASB issued ASU 2016-13, "FinancialInstruments�Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments"("ASU 2016-13"), which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financialinstruments, including trade receivables. The ASU 2016-13 is effective for public entities for fiscalyears beginning after December 15, 2019, with early adoption permitted. The Company is currentlyassessing the impact of ASU 2016-13 on the Company's consolidated financial statements.

Stock Compensation: In March 2016, the FASB issued ASU 2016-09, "Stock Compensation"("ASU 2016-09"), which is intended to simplify several aspects of the accounting for share-basedpayment award transactions. The guidance will be effective for the fiscal year beginning afterDecember 15, 2016, including interim periods within that year. The Company is currently assessingthe impact of ASU 2016-09 on the Company's consolidated financial statements.



Leases: In February 2016, the FASB issued ASU 2016-02 "Leases" ("ASU 2016-02") to increasetransparency and comparability among organizations by recognizing lease assets and leaseliabilities on the balance sheet and disclosing key information about leasing arrangements. ASU2016-02 creates a new Accounting Standards Codification Topic 842 "Leases" to replace theprevious Topic 840 "Leases." ASU 2016-02 affects both lessees and lessors, although for the latterthe provisions are similar to the previous model, but updated to align with certain changes to thelessee model and also the new revenue recognition provisions contained in ASU 2014-09 (seeabove). ASU 2016-02 is effective for fiscal years and interim periods beginning after December 15,2018. Early adoption is permitted. The Company is currently assessing the impact of ASU 2016-02on its consolidated financial position, results of operations and cash flows.

Measurement of Financial Assets and Liabilities: In January 2016, the FASB issued ASU2016-01 "Recognition and Measurement of Financial Assets and Financial Liabilities" (ASU2016-01") to enhance the reporting model for financial instruments to provide users of financialstatements with more decision-useful information. ASU 2016-01 particularly relates to the fairvalue and impairment of equity investments, financial instruments measured at amortized cost,and the use of the exit price notion when measuring the fair value of financial instruments fordisclosure purposes. ASU 2016-01 is effective for fiscal years and interim periods beginning afterDecember 15, 2017. Early adoption is only permitted for certain particular amendments withinASU 2016-01, where financial statements have not yet been issued. The Company is currentlyassessing the impact of ASU 2016-01 on its consolidated financial position, results of operationsand cash flows.

Measurement of Inventory: In July 2015, the FASB issued ASU 2015-11 "Simplifying theMeasurement of Inventory" ("ASU 2015-11") to reduce the complexity and cost of the subsequentmeasurement of inventory, in particular when using the first-in, first-out (FIFO) or average costmethods. The provisions of ASU 2015-11 specifically exclude inventory that is measured usingthe last-in, first-out (LIFO) or the retail inventory method. Entities should measure inventorywithin the scope of ASU 2015-11 at the lower of cost and net realizable value. ASU 2015-11 iseffective for fiscal years and interim periods beginning after December 15, 2016. Early adoptionis permitted. The Company is currently assessing the impact of ASU 2015-10 on its consolidatedfinancial position, results of operations and cash flows.

Revenue from Contracts with Customers: In May 2014, the FASB issued Accounting StandardsUpdate No. 2014-9 "Revenue from Contracts with Customers" ("ASU 2014-09"), which willsupersede the current revenue recognition guidance and outlines a single comprehensive model forentities to use in accounting for revenue arising from contracts with customers. The core principleis that a company should recognize revenue when promised goods or services are transferred tocustomers in an amount that reflects the consideration to which an entity expects to be entitled forthose goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and,in doing so, more judgment and estimates may be required within the revenue recognition processthan are required under existing U.S. GAAP. The ASU 2014-09 was amended by ASU 2015-14"Revenue from Contracts with Customers: Deferral of the Effective Date" ("ASU 2015-014"),which was issued in August 2015. Public entities can now elect to defer implementation of ASU2014-09 to interim and annual periods beginning after December 15, 2017. Additionally, ASU2015-14 permits early adoption of the standard but not before the original effective date, i.e. annual



period beginning after December 15, 2016. The standard permits the use of either the retrospectiveor cumulative effect transition method. In addition, in 2016, the FASB issued four amendments,which clarified the guidance on certain items such as reporting revenue as a principal versusagent, identifying performance obligations, accounting for intellectual property licenses, assessingcollectability and presentation of sales taxes. The Company is currently assessing the impact thatthe adoption of the new standard will have on its consolidated financial statements and associateddisclosures, and has not yet selected a transition method.

Going concern: In August 2014, the FASB issued ASU 2014-15 "Presentation of FinancialStatements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity'sAbility to Continue as a Going Concern", which provides guidance on determining when andhow to disclose going-concern uncertainties in the financial statements. The new standard requiresmanagement to perform interim and annual assessments of an entity's ability to continue as a goingconcern within one year of the date the financial statements are issued. The ASU applies to allentities and is effective for annual periods ending after December 15, 2016, and interim periodsthereafter, with early adoption permitted. The adoption of the new standard had no impact on theCompany's results of operations, financial position or cash flows.

Deferred taxes: In November 2015, FASB issued ASU 2015-17, �Income Taxes (Topic 740)- Balance Sheet Classification of Deferred Taxes�, which requires that deferred tax liabilitiesand assets be classified as noncurrent in a classified statement of financial position. The currentrequirement that deferred tax liabilities and assets of a tax-paying component of an entity beoffset and presented as a single amount is not affected by the amendments in this ASU. Forpublic business entities, the amendments in this ASU are effective for fiscal years beginning afterDecember 15, 2016, including interim periods within those fiscal years.



12 Months EndedTrade Accounts ReceivablesFactoring Agreement Dec. 31, 2016

Trade Acounts ReceivablesFactoring Agreement[Abstract]Trade Acounts ReceivablesFactoring Agreement

3. Trade Accounts Receivables Factoring Agreement

In connection with the factoring agreement, renewed on November 14, 2016 and valid untilNovember 14, 2017 the Company sold $106,432, $178,494 and $473,815 of trade accountsreceivable during the fiscal year 2016, 2015 and 2014, respectively. Servicing fees amounted to$466, $667 and $1,298, and are included in the consolidated statements of income for the yearended December 31, 2016, 2015 and 2014, respectively (Note 19).


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12 Months EndedTransactions with RelatedParties Dec. 31, 2016

Transactions with RelatedParties [Abstract]Transactions with RelatedParties

4. Transactions with Related Parties:

The transactions with related parties presented in the accompanying consolidated financial statements as ofand for the year ended December 31, 2016 are analyzed as follows:

Sales ofMarine

PetroleumProducts-

relatedcompanies*

VoyageRevenues*

OtherRevenues*

Cost ofMarine

PetroleumProducts-

relatedcompanies

Cost ofvoyage



Interestand

FinanceCost

a) AegeanOil S.A.

$ 654 $ 5,889 $ - $ 63,750 $ 180 $ 711 $ -$

-

b) AegeanShippingManagementS.A.

1,490 - - - - - - -

c) Gener8MaritimeInc.

6,074 - - - - - 200 -

d) UniqueTankersLLC

- - - - - - - -

e) MelcoS.A.

- - - 124 - - - -

f) Aegean V - - - - - - - -g) AegeanVIII

- 5,275 - - - - - -

h) GradyPropertiesCorp. SA

- - - - - - - 215

i) Other 947 103 230 - - - 886 -Total $ 9,165 $ 11,267 $ 230 $ 63,874 $ 180 $ 711 $ 1,086 $ 215

Due fromrelated

companies



Short-termborrowings from

relatedcompanies

a) Aegean Oil $ 8,212 $ 7,941 $ 31 $ -b) Aegean Shipping Management 28 2,487 - -c) Gener8 Maritime - - - -d) Unique Tankers - - - -e) Melco - - 25 -f) Aegean V 100 - - -g) Aegean VIII 11 - - -h) Grady Properties Corp. SA - - - 20,000


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i) Other 1,197 1,081 1,288 -Total $ 9,548 $ 11,509 $ 1,344 $ 20,000


The transactions with related parties presented in the accompanying consolidated financial statements as ofand for the year ended December 31, 2015 are analyzed as follows:

Sales ofMarine

PetroleumProducts-

relatedcompanies*

VoyageRevenues*

OtherRevenues*

Cost ofMarine

PetroleumProducts-

relatedcompanies

Cost ofvoyage


a) Aegean Oil $ - $ 2,732 $ - $ 133,985 $ 180 $ 781b) Aegean ShippingManagement

1,724 - - - - -

c) Gener8 Maritime 7,570 - - 233 - -d) Unique Tankers 1,247 - - - - -e) Melco - - 150 2,739 - -f) Aegean V - - - - - -g) Aegean VIII - 5,345 - - - -h) Grady Properties Corp.SA

- - - - - -

i) Other 1,192 98 - - - -Total $ 11,733 $ 8,175 $ 150 $ 136,957 $ 180 $ 781

Due fromrelated

companies





The transactions with related parties presented in the accompanying consolidated financial statements for theyear ended December 31, 2014 are analyzed as follows:



Sales ofMarine

PetroleumProducts-

relatedcompanies*

VoyageRevenues*

OtherRevenues*

Cost ofMarine

PetroleumProducts-

relatedcompanies

Cost ofvoyage


a) Aegean Oil $ - $ - $ - $ 342,666 $ 1,362 $ 1,700b) Aegean ShippingManagement

7,653 - 41 1,430 - -

c) Gener8 Maritime 7,190 - - 1,542 - -d) Unique Tankers 9,858 - - - - -e) Melco 3,709 - - 5,888 - -f) Aegean V - 1,809 - - - -g) Aegean VIII - 3,352 - - - -h) Grady Properties Corp.SA

- - - - - -

i) Other 2,838 107 - - - -Total $ 31,248 $ 5,268 $ 41 $ 351,526 $ 1,362 $ 1,700


(a) Aegean Oil S.A. (the "Greek Subcontractor"):

The Greek Subcontractor, owned and controlled by relatives of Mr. Dimitris Melisanidis, is a diversifiedenergy group principally engaged in the downstream gasoline industry in Greece where it manages a networkof approximately 560 service stations. The Greek Subcontractor is managed by a full-time executive teamand has no common management with the Company. In addition to its principal operations, the GreekSubcontractor is also a licensed trader and physical supplier of marine petroleum products in Greece.

On April 1, 2005, the Company renewed its contract with a ten-year Marine Fuel Supply Service Agreementwith the Greek Subcontractor. This contract stipulates that the Company and the Greek Subcontractor musttransact for a minimum quantity of marine fuel per month. Under the contract, the Greek Subcontractorundertakes to sell the marine petroleum products to the Company at an amount equal to the GreekSubcontractor's purchase cost of the marine petroleum products from selected Greek refineries, plus amargin. The margin is reviewed and renegotiated annually between the parties. Payments of the GreekSubcontractor's invoices are made within 30 calendar days from the date of receipt of the invoice. Penaltiesof 10% are imposed on late payments. If requested, the Company undertakes to provide security to theGreek Subcontractor by way of a standby letter of credit or other mutually acceptable guarantee in relation toany outstanding balance from time to time. The agreement terminates on December 31, 2017 unless any ofthe following situations occur prior to the termination date: (i) the Greek Subcontractor's petroleum tradinglicense terminates or is revoked by the Greek authorities, (ii) upon the breach by any party in the performanceof any of its obligations, as defined in the agreement, (iii) upon the liquidation or bankruptcy of any party. TheCompany has a unilateral right to terminate the agreement by serving 12 months written notice. During theyears ended December 2016, 2015 and 2014, the Company purchased from the Greek Subcontractor marinepetroleum products of $63,750, $133,985 and $342,666, respectively, all of which are included under relatedcompanies' cost of marine petroleum products sold in the accompanying consolidated statements of income.

Additionally, during the years ended December 31, 2016, 2015 and 2014 the Company purchased marinepetroleum products of $180, $180 and $1,362, respectively that were consumed in connection with itsvoyage revenues and are included in the cost of revenues- related parties in the accompanying consolidated



statements of income. During the years ended December 31, 2016, 2015 and 2014, purchases of marinepetroleum products of amount $711, $781 and $1,700 were included in the selling and distribution expensesin the accompanying consolidated statements of income.

As of December 31, 2016 and 2015, the amounts due from the Greek Subcontractor for sales of marinepetroleum products were $7,941 and $14,309, respectively, due to prepayments, and are included under tradereceivables from related companies in the accompanying consolidated balance sheets.

On July 1 2015, the Company signed an additional contract with the Greek Subcontractor, under which itprovides barging services through its vessels located in Piraeus. During the years ended December 31, 2016,2015 and 2014, the Company recorded voyage revenues of $5,889, $2,732 and $0, respectively, under thisagreement.

As at December 31, 2016 and 2015, the amounts due from the Greek Subcontractor were $8,212 and $4,524,respectively, and are included under due from related companies in the accompanying consolidated balancesheets.

As at December 31, 2016 and 2015, the Company is also liable to the Greek Subcontractor for the amountof $31 and $10 deriving from the purchase of bunkers for own consumption and are included under otherpayables to related parties in the accompanying consolidated balance sheets.

(b) Aegean Shipping Management S.A. and certain vessel-owning companies (hereinaftercollectively referred to as "Aegean Shipping"):

Aegean Shipping is owned by relatives of Mr. Dimitris Melisanidis and is the owner and operator ofan international shipping fleet of tankers that are chartered out in the international spot markets. AegeanShipping is managed by a full-time executive team and has no common management with the Company.

Aegean Shipping is a customer of the Company. It purchases marine fuel and lubricants, which it consumesduring the voyages of its vessels. The Company's sales of marine fuel and lubricants to Aegean Shipping forthe years ended December 31, 2016, 2015 and 2014, amounted to $1,490, $1,724 and $7,653, respectively,and are included under related companies' revenues in the accompanying consolidated statements of income.

As at December 31, 2016 and 2015, the amounts due from Aegean Shipping for sales of marine petroleumproducts were $2,487 and $3,542 respectively, and are included under trade receivables from relatedcompanies in the accompanying consolidated balance sheets.

The Company occasionally uses vessels of Aegean Shipping for transportation of its cargo. It incurred hirecharges from Aegean Shipping amounting to $0, $0 and $1,430 for the years ended December 31, 2016, 2015and 2014, respectively, which is included under related companies' cost of marine petroleum products sold inthe accompanying consolidated statements of income.

As at December 31, 2016 and 2015, the amounts due from Aegean Shipping were $28 and $1,190respectively, and are included under due from related companies in the accompanying consolidated balancesheets.

(c) Gener8 Maritime Inc ("Gener8 Maritime"):

Aegean's Chairman of the Board, Mr. Peter C. Georgiopoulos, also serves as Chairman, President and ChiefExecutive Officer of Gener8 Maritime which is a tanker company.



During the years ended December 31, 2016, 2015 and 2014, the Company's sales to Gener8 Maritimeamounted to $6,074, $7,570 and $7,190, respectively, which are included under related companies' sales ofmarine petroleum products in the accompanying consolidated statements of income. The Company also usesvessels of Gener8 Maritime for transportation of its cargo and incurred hire charges from Gener8 Maritimeamounting to $0, $233 and $1,542 for the years ended December 31, 2016, 2015 and 2014, respectively,which is included under related companies' cost of marine petroleum products sold in the accompanyingconsolidated statements of income.

As at December 31, 2016 and 2015, the amounts due from Gener8 Maritime were $0 and $798, respectively,which are included under trade receivables from related companies in the accompanying consolidated balancesheets.

(d) Unique Tankers LLC ("Unique Tankers"):

Aegean's Chairman of the Board, Mr. Peter C. Georgiopoulos, is affiliated with Unique Tankers, a tankerpool which is a fully owned subsidiary of General Maritime. During the years ended December 31, 2016,2015 and 2014, the Company's sales to Unique Tankers amounted to $0, $1,247 and $9,858, respectively,which are included under related companies' sales of marine petroleum products in the accompanyingconsolidated statements of income. As at December 31, 2016 and 2015, the amounts due from UniqueTankers were $0 and $0, respectively, which are included under due from related companies in theaccompanying consolidated balance sheets.

(e) Melco S.A. ("Melco")

During the year ended December 31, 2016, the Company sold to and purchased from Melco, which isowned and controlled by relatives of Mr. Dimitris Melisanidis, marine petroleum products of $0 and $124,respectively, which is included under the related companies' sales and cost of marine petroleum productsin the accompanying consolidated statements of income. During the year ended December 31, 2015, theCompany sold to and purchased from Melco marine petroleum products of $0 and $2,739, respectively.During the year ended December 31, 2014, the Company sold to and purchased from Melco, marinepetroleum products of $3,709 and $5,888, respectively. As at December 31, 2016 and 2015, the Companyhad a liability to Melco of $25 and $22, respectively, included under the other payables to related companiesin the accompanying consolidated balance sheets.

(f) Aegean V ("Aegean V'')

In 2011, two vessel-owning subsidiaries of the Company entered into separate contracts with Aegean V,which is owned and controlled by relatives of Mr. Dimitris Melisanidis. According to these agreements thevessels Amorgos and Karpathos provide freight services to the related party and recognize revenue that isdependent on the distance and the volumes of the transportation. For the years ended December 31, 2016,2015 and 2014 the Company's revenues under these contracts were $0, $0 and $1,809, respectively, and arepresented under the revenues from related parties in the accompanying consolidated statements of income.

As at December 31, 2016 and 2015, the amounts due from Aegean V were $100 and $100, respectively, andare included under due from related companies in the accompanying consolidated balance sheets.

(g) Aegean VIII ("Aegean VIII'')

In 2014, three vessel-owning subsidiaries of the Company entered into separate contracts with Aegean VIII,which is owned and controlled by relatives of Mr. Dimitris Melisanidis. According to these agreements thevessels Amorgos, Karpathos and Naxos provided freight services to the related party and recognize revenuethat is dependent on the distance and the volumes of the transportation. For the years ended December



31, 2016, 2015 and 2014, the Company's revenues under these contracts were $5,275, $5,345 and $3,352,respectively, and are presented under the revenues from related parties in the accompanying consolidatedstatements of income.

As at December 31, 2016 and 2015, the amounts due from Aegean V were $11 and $581, respectively, andare included under due from related companies in the accompanying consolidated balance sheets.

(h) Grady Properties Corporation SA ("Grady"):

On October 24, 2016, Aegean Marine Petroleum S.A. signed a loan agreement with a company owned byrelatives of Mr. Dimitris Melisanidis, for an amount up to $25,000. The facility bears interest at 6%. Theamount due as of December 31, 2016, was $20,000 and is included under short-term borrowings from relatedcompanies in the accompanying consolidated balance sheets. The accrued interest expense related to thisloan agreement was $215 and is included under the interest and finance costs in consolidated statements ofincome.

(i) Other companies:

The amounts due from other companies affiliated with Aegean's Chairman of the Board, Mr. Peter C.Georgiopoulos for sales of marine petroleum products, were $1 and $192 as of December 31, 2016 and2015, respectively, and are included under trade receivables from related companies in the accompanyingconsolidated balance sheets.

The amounts due from other companies owned Mr. Dimitris Melisanidis or his relatives for sales of marinepetroleum products were $139 and $122 as of December 31, 2016 and 2015, respectively, and are includedunder trade receivables from related companies in the accompanying consolidated balance sheets. Otheramounts due from other companies owned Mr. Dimitris Melisanidis or his relatives were $1,197 and $492as of December 31, 2016 and 2015, respectively, and are included under due from related companies in theaccompanying consolidated balance sheets.

On August 17, 2016, an independent committee of our board of directors authorized the Company to enterinto a stock purchase agreement to repurchase 11,303,031 million shares beneficially owned by our founderMr. Dimitris Melisanidis. As of the same date, Mr. Melisanidis stepped down from his role as head ofcorporate development. On September 15, 2016, under the terms of the transaction, the Company repurchasedthe shares at a price of $8.81 per share, based on the close of trading on August 16, 2016, for a totalconsideration of 99,580.

The amounts due to other companies owned Mr. Dimitris Melisanidis or his relatives were $1,288 and $1,158as of December 31, 2016 and 2015, respectively, and are included under other payables to related companiesin the accompanying consolidated balance sheets.

Sales of marine petroleum products to other companies of Mr. Peter C. Georgiopoulos were $633, $1,005 and$2,838 for the years ended December 31, 2016, 2015 and 2014, respectively, and are included under relatedcompanies' sales of marine petroleum products in the accompanying consolidated statements of income.

Sales of marine petroleum products to other companies of Mr. Dimitris Melisanidis or his relatives were$314, $187 and $0 for the years ended December 31, 2016, 2015 and 2014, respectively, and are includedunder related companies' sales of marine petroleum products in the accompanying consolidated statements ofincome.



Voyage and other revenues from other companies owned Mr. Dimitris Melisanidis or his relatives were$103, $98 and $107 as of December 31, 2016, 2015 and 2014, respectively, and are included under relatedcompanies' revenues in the accompanying consolidated statements of income.

Under general and administrative expenses in the accompanying consolidated statements of income theCompany includes office rentals paid to a related company owned by Mr. Dimitris Melisanidis under the headoffices rental agreements of $602, $602 and $732 as of December 31, 2016, 2015 and 2014, respectively.

On September 9, 2016, the Company sold the vessel Aegean Princess to a related company owned byrelatives of Mr. Dimitris Melisanidis. The loss on sale of this vessel of $3,922 is included under the loss onsale of vessels, net in the consolidated statements of income. As of December 31, 2016, the amount duefrom the sale was $400 and is included in the other receivables from related parties.



12 Months EndedInventories Dec. 31, 2016Inventories [Abstract]Inventories 5. Inventories:

The amounts shown in the accompanying consolidated balance sheets are analyzed as follows:

December 31,2016 2015

Held for sale:Marine Fuel Oil $155,004 $ 82,076Marine Gas Oil 30,336 30,529



2,426 1,926Total $187,766 $ 114,531


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12 Months EndedPrepayments and OtherCurrent Assets Dec. 31, 2016

Prepayments And Other Current Assets[Abstract]Prepayments and Other Current Assets 6. Prepayments and Other Current Assets:

The amounts in the accompanying consolidated balance sheets are analyzedas follows:

December 31,2016 2015

Taxes receivable $ 6,778 $ 5,517Receivables from storage facilities 1,692 2,599Receivables from voyages 395 966Prepayments to fuel suppliers 50,151 92,372Derivative asset 21,077 -Prepaid vessel expenses 4,684 6,058Other prepayments and current assets 11,108 8,492

Total $95,885 $116,004


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12 Months EndedVessels Dec. 31, 2016Vessels [Abstract]Vessels 7. Vessels:


VesselCost

AccumulatedDepreciation

NetBookValue

Balance, December 31, 2014 $473,388 $ (92,196) $381,192- Vessels acquired and delivered 7,294 - 7,294- Vessels sold (336) 157 (179)- Depreciation for the year - (17,289) (17,289)Balance, December 31, 2015 480,346 (109,328) 371,018- Vessels acquired and delivered 8,667 - 8,667- Vessels sold (31,612) 18,377 (13,235)- Depreciation for the year - (16,475) (16,475)Balance, December 31, 2016 $457,401 $ (107,426) $349,975

On September 9, 2016, the Company completed the sale and delivered the double hull bunkeringtanker, Aegean Princess, to a related party purchaser for a price of $800, net of commission. Theloss on the disposal of $3,922 was calculated as the net sales price less the carrying value of theasset group, comprising the net book value of the vessel and the unamortized dry-docking costs, of$4,722. This loss is included under the loss on sale of vessels, net in the consolidated statements ofincome.

On July 18, 2016, the Company completed the sale and delivered the non-self-propelled bunkeringbarge, PT25, to an unaffiliated third-party purchaser, for a price of $169 (CAD 220,000). The gainon disposal of $47 was calculated as the net sales price less the carrying value of the vessel of $116and is included in the loss on sale of vessels, net in the consolidated statements of income.

On June 24, 2016, the Company completed the sale and delivered the double hull bunkering tanker,Sara, to an unaffiliated third-party purchaser for a price of $2,303, net of commission. The loss onthe disposal of $801 was calculated as the net sales price less the carrying value of the asset group,comprising the net book value of the vessel and the unamortized dry-docking costs, of $3,104. Thisloss is included under the loss on sale of vessels, net in the consolidated statements of income.

On June 7, 2016, the Company completed the sale and delivered Supporter 2, a bunkering bargepreviously employed in Ghana, to an unaffiliated third-party purchaser for a price of $110, net ofcommission. The loss on the disposal of $15 was calculated as the net sales price less the carryingvalue of the vessel of $125. This loss is included under the loss on sale of vessels, net in theconsolidated statements of income.

On May 11, 2016, the Company completed the sale and delivered the double hull bunkeringtanker, Aegean Champion, to an unaffiliated third-party purchaser for a price of $5,529, net ofcommission. The loss on the disposal of $1,621 was calculated as the net sales price less the


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carrying value of the asset group, comprising the net book value of the vessel and the unamortizeddry-docking costs, of $7,150. This loss is included under the loss on sale of vessels, net in theconsolidated statements of income.

On March 23, 2016, the Company took delivery of Umnenga, a 66,895 dwt double hull bunkeringtanker built in 1993 to deploy in its service station in South Africa. The vessel was purchased froman unaffiliated third-party seller with a total cost of $8,667.

On May 1, 2015, the newly-constructed non-self-propelled barge, PT40, with a total cost of $7,294,became operational in the Company's service center in Vancouver.

On March 16, 2015, the Company completed the disposal and delivered the single hull bunkeringtanker Tapuit to an unaffiliated third-party purchaser for an aggregate price of $49. The loss on thedisposal of $130 was calculated as the net sales price less the carrying value of the vessel of $179.This loss is included under the loss on sale of vessels, net in the consolidated statements of income.

As of December 31, 2016, all of the Company's operational vessels except for the Mediterranean,Aegean Rose, Aegean Breeze I, Aegean Tiffany, PT22, PT40, Willem Sr., Florida, Aegean Orionand Colorado, having total carrying value of $323,331, were mortgaged under the Company'svarious debt agreements.



12 Months EndedOther Fixed Assets Dec. 31, 2016Other Fixed Assets[Abstract]Other Fixed Assets 8. Other Fixed Assets:


Land BuildingsStorageFacility

OtherTotal

Cost, December 31, 2014 $ 9,036 $ 3,459 $ 226,067 $ 21,118 $259,680- Additions - - 843 771 1,614- Disposals - - - (306) (306)Cost, December 31, 2015 9,036 3,459 226,910 21,583 260,988

- Additions - - - 177 177- Disposals - - - (160) (160)Cost, December 31, 2016 9,036 3,459 226,910 21,600 261,005

Accumulated depreciation, December31, 2014 - 602 415 4,895 5,912- Depreciation expense - 122 5,176 3,212 8,510- Disposals - - - (217) (217)Accumulated depreciation, December31, 2015 - 724 5,591 7,890 14,205- Depreciation expense - 125 5,181 3,160 8,466- Disposals - - - (146) (146)Accumulated depreciation, December31, 2016 - 849 10,772 10,904 22,525

Net book value, December 31, 2015 9,036 2,735 221,319 13,693 246,783

Net book value, December 31, 2016 $ 9,036 $ 2,610 $ 216,138 10,696 $238,480


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12 Months EndedDeferred Charges Dec. 31, 2016Deferred Charges [Abstract]Deferred Charges 9. Deferred Charges:


DrydockingFinancing


The amortization for dry-docking costs is included in cost of revenue and in selling and distributioncost in the accompanying consolidated statements of income, according to their function. Deferredfinancing costs related to revolving credit facilities are presented within deferred charges. Theamortization of financing costs is included in interest and finance costs in the accompanyingconsolidated statements of income.


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12 Months EndedIntangible assets Dec. 31, 2016Goodwill and intangibleassets [Abstract]Goodwill and intangible assets 10. Intangible assets:

The Company has identified finite-lived intangible assets associated with concession agreementsacquired with the purchase of the Las Palmas and Panama subsidiaries with remaining weighted-average amortization period of 11.5 years and a non-compete covenant acquired with the AegeanNWE Business which expired on September 30, 2016. The values recorded have been recognizedat the date of the acquisition and are amortized on a straight line basis over their useful life.

On September 25, 2015, the Company ceased its operation in the Portland terminal and wrote-off the intangible asset associated with the concession agreement. The impairment charge on thedisposal of $5,308 was calculated as the initial cost less the accumulated amortization. This loss isincluded under the impairment charge in the consolidated statements of income.


ConcessionAgreements

Non-competecovenant Total

CostDecember 31,

2015$ 12,025 $ 3,365 $ 15,390

December 31,2016

12,025 3,365 15,390

AccumulatedAmortization

December 31,2015

(3,639) (2,973) (6,612)

December 31,2016

(4,317) (3,365) (7,682)

NBVDecember 31,

20158,386 392 8,778

December 31,2016

7,708 - 7,708

2017 676 - 6762018 676 - 676

AmortizationSchedule

2019 676 - 676

2020 678 - 6782021 676 - 676

Thereafter $ 4,326 $ - $ 4,326


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12 Months EndedAccrued and other currentliabilities Dec. 31, 2016

Payables And Accruals[Abstract]Accrued and other liabilities 11. Accrued and other current liabilities:


December 31,2016 2015

RevisedAccrued payroll $ 3,821 $ 2,992Accrued interest 1,683 2,919Accrued tax 7,872 5,982Customer prepayments 146 1,303Derivative liability - 9,981Accrued and other liabilities of vessels 9,914 8,604Accrued storage cost 5,158 3,502Deferred revenue 1,651 1,045Other 7,190 6,932

Total $ 37,435 $ 43,260

Other accrued and other current liabilities relate to various operating expenses part of the workingcapital used in the Company's normal operating cycle.


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12 Months EndedShort-term Borrowings Dec. 31, 2016Short-term Borrowings[Abstract]Short-term Borrowings 12. Short-term Borrowings:

The amounts comprising short-term debt in the accompanying consolidated balance sheets areanalyzed as follows:


December31,

2016

December31,

2015Loan Facility:a) Revolving overdraft credit facility dated 5/6/2015 $ - $ 5,356b) Security agreement dated 8/9/2016 85,000 80,000c) Borrowing base facility agreement dated 9/16/2016 176,154 164,141d) Overdraft deposit accounts 205 -

Total short-term borrowings $ 261,359 $ 249,497

The above dates show the later of the date of the facility, the date of the most recent renewal or thedate the loan was assumed by the Company.

a) On May 06, 2015, the Company extended its 2008 overdraft facility of $7,000 for one yearperiod with a supplemental agreement.

The supplemental facility bears interest at LIBOR plus 6.0%. The facility was repaid onMarch 22, 2016.

b) On August 22, 2014, August 12, 2015 and August 9, 2016 the Company's subsidiary, AegeanBunkering U.S.A., signed an amendment and renewed the facility with a syndicate ofcommercial lenders for an amount up to $250,000. The facility matures on August 8, 2017,bears interest at LIBOR plus 2.1% and the financial covenants require Aegean BunkeringU.S.A., as the Borrower, to maintain: tangible net worth not less than $25,000; net workingcapital not less than $25,000, leverage ratio no more than 9.0 to 1.0. The agreement alsocontains covenants that require the parent to maintain minimum consolidated tangible networth of $410,000; consolidated net working capital not less than $125,000; consolidatedcurrent ratio no more than 1.15 to 1.0; consolidated interest coverage ratio no more than 1.9to 1.0.

c) On September 16, 2016, Aegean Marine Petroleum S.A., Aegean Petroleum InternationalInc., Aegean NWE N.V. and Aegean Bunkering Germany BD&M, the Company's wholly-owned subsidiaries, renewed the $1 billion Secured Multicurrency Revolving Credit Facilitywith a syndicate of commercial lenders, which the Company and these subsidiaries haveguaranteed. The facility is comprised of three tranches, consisting of Tranche A of $155,000for a one year tenor, Tranche B of $75,000 for a two year tenor and Tranche C of $770,000


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for an uncommitted tenor. Outstanding amounts under Tranche A and Tranche B bearinterest at LIBOR, plus a margin of 2.1% and 2.5%, respectively, and outstanding amountsunder Tranche C bear interest at a rate determined by the relevant lender that represents itscost of funds, plus a margin of 2.0%. The facility imposes certain operating and financialrestrictions on the Group, which restrict its ability to incur debt, change its legal andbeneficial ownership, merge or consolidate, acquire or incorporate companies and changeits business activities. In addition, the facility contains financial covenants which require theCompany to maintain (i) minimum consolidated net working capital of not less than $125million, (ii) consolidated net tangible net worth of $410,000, (iii) a current ratio of at least1.15-to-one and (iv) an interest cover ratio of at least 1.9-to-one.

As at December 31, 2016, the Company was in compliance with all of its covenants contained inits credit facilities.

Interest: Total interest incurred on short-term borrowings for the years ended December 31, 2016,2015 and 2014 amounted to $7,561, $6,917 and $13,340, respectively (Note 19) and is includedin interest and finance costs, in the accompanying consolidated statements of income. During theyears ended December 31, 2016, 2015 and 2014, the weighted average interest rate (including themargin) was 2.65%, 2.58%, and 2.99%, respectively.

Amounts available under Short-term Facilities: As of December 31, 2016, the Company had$857,110 available uncommitted undrawn amount under its short-term loan agreements to financeworking capital requirements.



12 Months EndedLong-term Debt Dec. 31, 2016Long-term Debt [Abstract]Long-term Debt 13. Long-term Debt:

The amounts of the Company's long term indebtedness in the accompanying consolidated balancesheets are analyzed as follows:

December 31,2016 2015

(a) Serifos, Kithnos, Santorini, Paros, Naxos $ 15,520 $ 17,780(b) Milos, Amorgos, Kimolos, Syros, Mykonos 8,620 11,420(c) Eton, Benmore and Ingram 14,555 16,043(d) Tasman and Santon 8,705 9,929(e) Kerkyra, Ithaki, Kefalonia, Paxoi, Zakynthos, Lefkas, Kythira 39,090 42,518(f) Andros, Dilos, Ios, Sifnos, Tinos 16,854 21,128(g) Kassos, Tilos, Halki, Symi 21,663 23,627(h) Aegean III, VIII - 341(i) Aegean Barges 679 977(j) Seatra 3,685 4,233

(k)Overdraft facility under senior secured credit facility dated 3/21/2014 3,230 3,786

(l) Senior convertible notes due 2018 87,923 120,569(m) Senior convertible notes due 2021 130,342 -(n) Trade credit facility dated 9/16/2016 75,000 75,000(o) Term loan facility agreement dated 10/7/2015 112,324 119,812(p) Secured term loan dated 3/21/2016 7,042 -

Less: Deferred financing costs (8,960) (6,645)Total 536,272 460,518Less: Current portion (33,495) (26,398)Long-term portion $ 502,777 $ 434,120

The above debt agreements, apart from the senior convertible notes, are secured by assets of theCompany.

(a) On August 30, 2005, the Company's subsidiaries, Serifos, Kithnos, Santorini, Paros andNaxos, as co-borrowers, jointly and severally entered into a syndicated secured term loanwith an international bank for an amount of $35,500 to partially finance the constructioncosts of vessels Serifos, Kithnos, Santorini, Paros, Naxos, respectively (five tranches of$7,100 each).

The loan bears interest at LIBOR plus 1.55% from January 1, 2011. During the yearsended December 31, 2016, 2015 and 2014, the weighted average interest rate (including themargin) was 2.23%, 1.84% and 1.78%, respectively, while at December 31, 2016 and 2015,the interest rate (including the margin) was 2.48% and 1.96%, respectively.


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The loan agreement contains financial covenants requiring the Company to ensure that booknet worth (total stockholder's equity attributable to AMPNI) ("book net worth") shall not beless than $410,000; that the ratio of total liabilities to total assets shall not exceed 0.75-to-one; that the current ratio shall not be less than 1.15-to-one and that the liquidity ratio (cashand cash equivalents and trade receivables to total current liabilities) ("liquidity ratio") shallbe higher than 0.50-to-one.

(b) On December 19, 2006, the Company's subsidiaries, Milos, Amorgos, Kimolos, Syrosand Mykonos, as co-borrowers, jointly and severally entered into a term loan with aninternational bank for an amount of $33,400 to partially finance the construction costs ofvessels Milos, Amorgos, Kimolos, Syros, Mykonos, respectively (five tranches of $6,680each).

The loan bears interest at LIBOR plus 1.15% plus additional compliance costs. Duringthe years ended December 31, 2016, 2015 and 2014, the weighted average interest rate(including the margin) was 1.65%, 1.36% and 1.33%, respectively, while at December 31,2016 and 2015, the interest rate (including the margin) was 1.94% and 1.54%, respectively.

The loan agreement contains financial covenants requiring the Company to ensure thatmarket value adjusted net worth shall not be less than $410,000; that minimum liquidityshall not be less than $30,000 held with the lender at the end of each month with averageminimum daily free liquidity of $15,000; that the ratio of total liabilities to total assets shallnot exceed 0.70-to-one and that the minimum security cover ratio shall not be less than125%. Under the agreement the Company is also required to maintain a minimum coverageratio of 1.60-to-one and current ratio of at least the minimum of 1.15-to-one.

(c) On October 25, 2006, the Company's subsidiaries, Eton, Benmore and Ingram, as co-borrowers, jointly and severally entered into a syndicated secured term loan with aninternational bank for an amount of $26,250 to partially finance the construction costs ofvessels Patmos, Nisyros, Karpathos (three tranches of $8,750 each).

The loan bears interest at LIBOR plus 1.30%. During the years ended December 31, 2016,2015 and 2014, the weighted average interest rate (including the margin) was 1.97%, 1.59%and 1.54%, respectively, while at December 31, 2016 and 2015, the interest rate (includingthe margin) was 2.27% and 1.83%, respectively.

The loan agreement contains financial covenants requiring the Company, as guarantor, toensure that book net worth shall not be less than $410,000; that the ratio of total liabilities tototal assets shall not exceed 0.75-to-one; that the current ratio shall not be less than 1.15-to-one; that the liquidity ratio shall be higher than 0.50-to-one and that the minimum securitycover ratio shall not be less than 125%.

(d) On October 27, 2006, the Company's subsidiaries, Tasman and Santon, as co-borrowers,jointly and severally entered into a collateralized term loan with a Greek bank for an amountof $17,600 to partially finance the construction costs of vessels Kalymnos and Leros (twotranches of $8,800 each).



The loan agreement contains financial covenants requiring that the minimum security coverratio shall not be less than 125%.

The loan bears interest at LIBOR plus 1.15% on the principal amount repayable in quarterlyinstallments (for each tranche: $6,160) and at LIBOR plus 1.25% on the principal amountrepayable in a balloon payment (for each tranche: $2,640). During the years endedDecember 31, 2016, 2015 and 2014, the weighted average interest rate (including themargin) was 1.87%, 1.45% and 1.39%, respectively, while at December 31, 2016 and 2015,the interest rate (including the margin) was 2.12% and 1.62%, respectively.

(e) On October 30, 2006, the Company's subsidiaries, Kerkyra, Ithaki, Kefalonia, Paxoi,Zakynthos, Lefkas and Kythira, as co-borrowers, jointly and severally entered into asyndicated secured term loan with an international bank for an amount of $64,750 topartially finance the construction costs of vessels Kerkyra, Ithaki, Kefalonia, Paxoi,Zakynthos, Lefkas and Kythira (seven tranches of $9,250 each).

The loan bears interest at LIBOR plus 1.30%. During the years ended December 31, 2016,2015 and 2014, the weighted average interest rate (including the margin) was 1.97%, 1.59%and 1.53%, respectively, while at December 31, 2016 and 2015, the interest rate (includingthe margin) was 2.25% and 1.76%, respectively.


(f) On July 5, 2007, the Company's subsidiaries, Andros, Dilos, Ios, Sifnos and Tinos, as co-borrowers, jointly and severally entered into a syndicated collateralized term loan with aninternational bank for an amount of $37,560 to partially finance the construction costs ofvessels Andros, Dilos, Ios, Anafi and Sikinos (five tranches of $7,512 each).

On September 12, 2008, the Company amended the collateralized term loan which hadentered into on July 5, 2007, and increased the loan to an amount of $43,160, availablein five tranches of $8,632 each. Each tranche is repayable in 40 consecutive quarterlyinstallments of $216 each. The first installment of each tranche is repayable three monthsafter the date of drawdown of the final advance.

The loan bears interest at LIBOR plus 1.00% for the Andros, Dilos and Ios tranches, andat LIBOR plus 2% for the Sifnos and Tinos tranches. The loan is collateralized by a firstpriority mortgage over each of the vessels.

During the years ended December 31, 2016, 2015 and 2014, the weighted average interestrate (including the margin) was 2.09%, 1.72% and 1.67%, respectively, while at December



31, 2016 and 2015, the interest rate (including the margin) was 2.33% and 1.81%,respectively.

The loan agreement contains financial covenants requiring the Company, as guarantor, toensure that market value adjusted net worth shall not be less than $410,000; that minimumliquidity shall not be less than $30,000 held with the lender at the end of each month withaverage minimum daily free liquidity of $15,000; that the ratio of total liabilities to totalassets shall not exceed 0.70-to-one and that the minimum security cover ratio shall not beless than 120%. Under the agreement the Company is also required to maintain a minimumcoverage ratio of 1.6-to-one and current ratio of at least the minimum of 1.15-to-one.

(g) On April 24, 2008, the Company's subsidiaries, Kassos, Tilos, Halki and Symi, as co-borrowers, jointly and severally entered into a syndicated collateralized term loan with aninternational bank for an amount of $38,800 to partially finance the construction costs of thevessels Kassos, Tilos, Halki and Symi (four tranches of $9,700 each).

The loan bears interest at LIBOR plus 1.40%, and is collateralized by the first prioritymortgage on the four vessels. During the years ended December 31, 2016, 2015 and 2014,the weighted average interest rate (including the margin) was 2.08%, 1.68% and 1.64%,respectively, while at December 31, 2016 and 2015, the interest rate (including the margin)was 2.40% and 2.01%, respectively.


(h) On July 8, 2008, the Company entered into a collateralized term loan facility with a Greekbank for an amount of $15,000. The facility is collateralized by a first priority mortgageover the vessels, Aegean III and Aegean VIII and bore interest at LIBOR plus 1.25%.

On June 29, 2012 and thereafter on July 11, 2013, the company signed a supplementalagreement, to extend the quarterly repayments until January 8, 2016, amending the interestrate to LIBOR plus 5.25%. The loan was repaid on January 8, 2016.

During the years ended December 31, 2016, 2015 and 2014, the weighted average interestrate (including the margin) was 5.57%, 5.60% and 5.53%, respectively, while at December31, 2015, the interest rate (including the margin) was 5.57%.

(i) On April 1, 2010, the Company, through the Aegean NWE business acquisition, assumed aloan agreement of an amount of �3,740,000 with a Belgian bank dated on March 22, 2004 tofinance the construction of its vessel Texas. The loan bears interest at 4.36%.The loan wasrenewed on April, 01, 2014 and is renewable every five years.



(j) On April 1, 2010, the Company assumed a loan agreement with an international bank thatwas entered into, on October 6, 2009, by its acquired entity Aegean NWE and a third-party.The purpose of this roll over credit facility for an amount of �5,680,000 is to finance thenew building Montana and bears interest at EURIBOR plus 1.26%. The credit facility isrepayable in quarterly installments of approximately �95,000.

(k) On March 21, 2014, the Company's subsidiary, Aegean Barges NV signed a roll over loanagreement with a bank for the purpose of financing its new secondhand vessel New Jerseyfor an amount of $4,455 and bears interest at LIBOR plus 2.80%. The credit facility isrepayable in forty quarterly installments. During the years ended December 31, 2016, 2015and 2014, the weighted average interest rate (including the margin) was 2.96%, 3.08% and3.03%, respectively, while at December 31, 2016 and 2015, the interest rate (including themargin) was 3.13% and 3.13%, respectively.

(l) On October 23, 2013 the Company issued $75,000 aggregate principal amount of 4%Convertible Unsecured Senior Notes ("2013 Notes"), which are due November 1, 2018.The full overallotment option granted was exercised and an additional $11,250 2013 Noteswere purchased by the underwriters. Accordingly, $86,250 in aggregate principal amount of2013 Notes was sold, resulting in aggregate net proceeds of approximately $83,447 after theunderwriters' commissions.

The holders may convert their 2013 Notes to common stock at any time on or after May1, 2018, but prior to maturity. However, holders may also convert their 2013 Notes priorto May 1, 2018, under the following circumstances: (1) if the closing price of the commonstock reaches and remains at or above 130% of the conversion price of $14.23 per shareof common stock, or 70.2679 shares of common stock per $1,000 aggregate principalamount of 2013 Notes, in effect on that last trading day, for at least 20 trading days in theperiod of 30 consecutive trading days ending on the last trading day of the calendar quarterimmediately preceding the calendar quarter in which the conversion occurs; (2) during thefive consecutive trading-day period after any five consecutive trading-day period in whichthe trading price per $1,000 principal amount of the 2013 Notes for each day of that periodwas less than 98% of the closing price of the Company's common stock multiplied by thenapplicable conversion rate; or (3) if specified distributions to holders of the Company'scommon stock are made or specified corporate events occur.

Since the 2013 Notes contain a cash settlement option upon conversion at the option of theissuer, the Company has bifurcated, at the issuance date, the $86,250 principal amount ofthe 2013 Notes into liability and equity components of $72,696 and $13,554, respectively,by first determining the carrying amount of the liability component of the 2013 Notesby measuring the fair value of a similar liability that does not have an associated equitycomponent. The equity component was calculated by deducting the fair value of the liabilitycomponent from the total proceeds received at issuance.

On January 16, 2015, the Company issued $48,300 aggregate principal amount of 4%Convertible Unsecured Senior Notes ("2015 Notes"), which are due November 1, 2018.The 2015 Notes bear the same conversion terms with the 4% Convertible Unsecured SeniorNotes issued on October 23, 2013.



The 2015 Notes contain a cash settlement option upon conversion at the option of theissuer, the Company has bifurcated, at the issuance date, the $48,300 principal amount ofthe 2015 Notes and the premium received of $5,313 into liability and equity components of$41,076 and $12,537, respectively, by first determining the carrying amount of the liabilitycomponent of the 2015 Notes by measuring the fair value of a similar liability that does nothave an associated equity component. The equity component was calculated by deductingthe fair value of the liability component from the total proceeds received at issuance. Netproceeds from the 2015 Notes amounted to $51,802 after the underwriters commissions.

On December 19, 2016, the Company repaid $40,000 of the 2013 Notes and the 2015 Notes(collectively �Senior convertible notes due 2018�), for a cash consideration of $44,200using part of the proceeds from the 2016 Notes described below (m).

The Company's interest expense associated with the Senior convertible notes due 2018 isbased on an effective interest rate of 9% and the difference from the interest payable uponthe notes is amortized until the expiration of the notes and included under interest andfinance cost in the accompanying consolidated statements of income (Note 19).

The total interest expense related to the Senior convertible notes due 2018 in the Company'sconsolidated financial statements statement of income for the years ended December 31,2016, 2015 and 2014 amounted to $10,993, $10,131 and $6,148, respectively, of which$5,452, $3,669 and $2,698 are non-cash amortization of the discount on the liabilitycomponent and of the transaction costs allocated to the liability component, $5,541, $6,462and $3,450 are the contractual interest payable semi-annually at a coupon rate of 4% peryear.

(m) On December 19, 2016, the Company issued $150,000 aggregate principal amount of4.25% Convertible Unsecured Senior Notes ("2016 Notes"), which are due December 15,2021.

The holders may convert their Notes at any time on or after June 15, 2021, but prior tomaturity. However, holders may also convert their Notes prior to June 15, 2021, under thefollowing circumstances: (1) if the closing price of the common stock reaches and remainsat or above 130% of the conversion price of $14.95 per share of common stock, or 66.9120shares of common stock per $1,000 aggregate principal amount of Notes, in effect on thatlast trading day, for at least 20 trading days in the period of 30 consecutive trading daysending on the last trading day of the calendar quarter immediately preceding the calendarquarter in which the conversion occurs; (2) during the five consecutive trading-day periodafter any five consecutive trading-day period in which the trading price per $1,000 principalamount of the Notes for each day of that period was less than 98% of the closing price of theCompany's common stock multiplied by then applicable conversion rate; or (3) if specifieddistributions to holders of the Company's common stock are made or specified corporateevents occur.

Since the 2016 Notes contain a cash settlement option upon conversion at the option of theissuer, the Company has bifurcated, at the issuance date, the $150,000 principal amount of



the 2016 Notes into liability and equity components of $130,236 and $19,764, respectively,by first determining the carrying amount of the liability component of the 2016 Notesby measuring the fair value of a similar liability that does not have an associated equitycomponent. The equity component was calculated by deducting the fair value of the liabilitycomponent from the total proceeds received at issuance. Net proceeds from the 2016 Notesamounted to $145,125 after the underwriters' commissions.

The Company's interest expense associated with the 2016 Notes is based on an effectiveinterest rate of 8.3% and the difference from the interest payable upon the notes is amortizeduntil the expiration of the notes and included under interest and finance cost in theaccompanying consolidated statements of income (Note 19).

The total interest expense related to the 2016 Notes in the Company's consolidated financialstatements statement of income for the years ended December 31, 2016 amounted to $343,of which $130 are non-cash amortization of the discount on the liability component andof the transaction costs allocated to the liability component, and $213 are the contractualinterest payable semi-annually at a coupon rate of 4.25% per year.

(n) On September 16, 2016, Aegean Marine Petroleum S.A., Aegean Petroleum InternationalInc., Aegean NWE N.V. and Aegean Bunkering Germany BD&M, the Company's wholly-owned subsidiaries, renewed its $1 billion Secured Multicurrency Revolving CreditFacility with a syndicate of commercial lenders as described above. The facility iscomprised of three tranches, consisting of Tranche A of $155,000 for a one year tenor,Tranche B of $75,000 for a two year tenor and Tranche C of $770,000 for an uncommittedtenor. Tranche B, classified in the long-term debt, bears interest at LIBOR, plus a marginof 2.5%.

(o) On October 7, 2015, the Company's subsidiary, Aegean Oil Terminal Corporation, enteredinto a secured credit facility for an amount of AED 440,000,000. The loan bears interest atEIBOR plus a margin of 3.0% and an interest floor rate of 5.50%. The proceeds were usedto repay the existing credit facility of the subsidiary and increase the working capital of theCompany.

The facility contains financial covenants which require the Company, as guarantor, tomaintain (i) minimum consolidated net working capital of not less than $125 million, (ii)consolidated net tangible net worth of not less than $410,000, (iii) a current ratio of atleast 1.15-to-one, (iv) a consolidated solvency ratio of not more than 0.70-to-one, and (v)a consolidated interest cover ratio of at least 1.9-to-one. In addition, the facility containsfinancial covenants which require the Company's subsidiary, as borrower, to maintain (i)tangible net worth of not less than $100 million, (ii) a current ratio of at least 1.00-to-one,(iii) a gearing ratio of not more than 1.50-to-one, (iv) a debt service cover ratio of at least1.25-to-one, (v) a loan to value ratio of not more than 0.64-to-one, and (vi) a leverage ratioof not more than 7.00-to-one for the period ending December 31, 2016, which will decreaseto 6.00-to-one for each quarter in 2017, to 5.00-to-one for each quarter in 2018, and 4.00-to-one thereafter.



(p) On March 22, 2016, the Company's subsidiary, Aegean Bunkering Services Inc., enteredinto a secured term loan for an amount of $13,000. The loan bears interest at LIBOR plusa margin of 4.5% and is repayable in twelve quarterly instalments, plus a balloon paymentof $4,286. During the year ended December 31, 2016, the weighted average interest rate(including the margin) was 5.21%, while at December 31, 2016, the interest rate (includingthe margin) was 5.50%. The proceeds were used purchase Umnenga, a 66,895 dwt doublehull bunkering tanker (Note 7) and to repay the existing credit facility of the subsidiary(Note 12).

The loan agreement contains financial covenants requiring a minimum security cover ratio of125%.

As at December 31, 2016, the Company was in compliance with all of its financialcovenants contained in its credit facilities.

As of December 31, 2016, the outstanding vessel-financing loans are generallycollateralized as follows:

First priority mortgages over the vessels;

Assignments of insurance and earnings of the mortgaged vessels.

The vessel-financing loan agreements contain ship finance covenants including restrictionsas to changes in management and ownership of the vessels, additional indebtedness andmortgaging of vessels without the bank's prior consent as well as minimum requirementsregarding the ratio of the market value of the relevant vessel to the outstanding loan amountand the ratio of the insured amount of the relevant vessel to the outstanding loan amount.In addition, the borrowing companies and/or their managers must maintain working capitalaccounts with the lending banks, as defined in the loan agreements. Furthermore, the vessel-owning subsidiary companies are not permitted to pay any dividends without the lenders'prior consent. As of December 31, 2016, most of the Company's vessels, having a totalcarrying value of $323,331, have been provided as collateral to secure the long-term debtdiscussed above.

Total interest incurred on long-term debt for the years ended December 31, 2016, 2015 and2014 amounted to $17,224, $15,455 and $14,924, respectively, (Note 19) and is included ininterest and finance costs in the accompanying consolidated statements of income. Accruedinterest expense on long-term debt as of December 31, 2016 and 2015 amounted to $1,683and $2,262, respectively, and is included in accrued and other current liabilities in theaccompanying consolidated balance sheets.

The annual principal payments required to be made after December 31, 2016, are as follows:

Amount2017 $ 33,4952018 214,5452019 78,418



2020 41,0472021 169,866Thereafter 34,146Total principal payments 571,517Less: Unamortized portion of notes' discount (26,285)Total long-term debt $ 545,232



12 Months EndedDerivatives and fair valuemeasurements Dec. 31, 2016

Derivatives and fair valuemeasurements [Abstract]Derivatives and fair valuemeasurements

14. Derivatives and fair value measurements:

The Company uses derivatives in accordance with its overall risk management strategy. Thechanges in the fair value of these derivatives are recognized immediately through earnings. Foradditional information on its derivatives accounting policy, see Note 2.

The following describes the Company's derivative classifications: The Company enters intointerest rate swap contracts to economically hedge its exposure to variability in its floating ratelong-term debt. Under the terms of the interest rate swaps, the Company and the bank agreed toexchange at specified intervals the difference between paying fixed rate and floating rate interestamount calculated by reference to the agreed principal amount and maturity. Interest rate swapsallow the Company to convert long-term borrowings issued at floating rates to equivalent fixedrates.

The Company uses foreign currency swaps to reduce the risk from fluctuations in foreign currencyexchange rates associated with its debt liabilities denominated in foreign currencies.

In a foreign currency swap transaction, the Company agrees with another party to exchange,at specified intervals, the difference between an agreed fixed, set at inception, and the currentexchange rate, calculated by reference to an agreed notional amount. These transactions are enteredinto pursuant to master agreements that provide for a single net payment to be made by onecounterparty for payments made at each due date.

As of December 31, 2016 and 2015, the Company was committed to the following swaparrangements:

As of December 31, 2016


FairValue/

CarryingAmountof Asset/

(Liability)

Weighted-average

remainingterm

FixedInterest

RateU.S. Dollar-denominated InterestRate Swap

Euribor $ 3,685 $ (399) 9.25 2.35%

U.S. Dollar-denominated InterestRate Swap

Libor 75,000 1,463 4.43 1.39%


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Libor 75,000 1,608 4.42 1.35%


Libor $ 75,000 $ 2,970 4.52 0.95%



FairValue/


(Liability)

Weighted-average

remainingterm

FixedInterest

RateU.S. Dollar-denominated InterestRate Swap

Euribor $ 4,233 $ (420) 10.25 2.35%

The Company is exposed to credit loss in the event of non-performance by the counterparty tothe interest rate swap agreement. In order to minimize counterparty risk, the Company enters intoderivative transactions with counterparties that are rated AAA or at least A at the time of thetransactions.

The Company uses fuel pricing contracts to hedge exposure to changes in the net cost of marinefuel purchases. The Company has the right of offset with the counterparty of the fuel pricingcontracts, and settles outstanding balances on a monthly basis. Therefore, these amounts arepresented on a net basis in the consolidated balance sheets (on a gross basis: an asset of $21,089and a liability of $33,497 as of December 31, 2016 and an asset of $46,949 and a liability of$24,533 as of December 31, 2015).

The following table presents information about its derivative instruments measured at fair valueand their locations on the consolidated balance sheets:

As of December 31,Assets/(Liabilities) Balance Sheet Location 2016 2015

Fuel pricing contracts Derivative asset, current $ - $ 22,416Fuel pricing contracts Derivative liability, current (12,408) -Currency contracts Derivative liability, current (95) -Currency contracts Derivative liability, non-current (588) -Interest rate swaps Derivative asset, non-current 6,041 -Interest rate swaps Derivative liability, non-current (399) (420)Total, net $ (7,449) $ 21,996

The Company discloses information about offsetting and related arrangements to enable users ofits financial statements to understand the effect of those arrangements on its balance sheet. The



derivatives instruments are subject to a master netting agreement allowing for the netting of assetsand liabilities on the consolidated balance sheets.

The following table presents the offsetting of fuel pricing contracts as of December 31, 2016 and2015:

GrossAmounts ofRecognizedLiabilities

Gross Amountsof Recognized

Assets

Net Amountspresented in theBalance Sheet

Asset / (Liability)December 31, 2016 $ (33,497) $ 21,089 $ (12,408)December 31, 2015 $ (24,533) $ 46,949 $ 22,416

The following table presents the effect and financial statement location of its derivative instrumentson its consolidated statements of income for the years ended December 31, 2016, 2015 and 2014:

Statements of IncomeFor the year ended December

31,Income/ (loss) Location 2016 2015 2014

Fuel pricing contracts Cost of revenue - third-parties $ (70,213) 45,782 $ 50,472Currency contracts Foreign exchange losses, net (683) - -Interest rate contracts Interest and finance costs 6,062 62 (250)Total $(64,834) 45,844 $ 50,222

The following table sets forth by level its assets/ liabilities that are measured at fair value on arecurring basis. As required by the fair value guidance, assets/ liabilities are categorized in theirentirety based on the lowest level of input that is significant to the fair value measurement.



Quotedprices in

activemarkets(Level

1)

Significantother

observableinputs

(Level 2)


inputs(Level 3)

Interest rate swap $ (399) $ - $ (399) $ -Interest rate swap 6,041 6,041Currency contracts (683) (683)Fuel pricing contracts (12,408) - (12,408) -

Total $ (7,449) $ - $ (7,449) $ -

Fair value measurements at



December 31, 2015


Quotedprices in

activemarkets(Level

1)

Significantother

observableinputs

(Level 2)


3)Interest Rate Swap $ (420) $ - $ (420) $ -Fuel pricing contracts 22,416 - 22,416 -

Total $ 21,996 $ - $ 21,996 $ -

The fair value of the interest rate swaps is determined using the discounted cash flow methodbased on market-based EURIBOR or LIBOR rates swap yield curves, taking into account currentinterest rates. Valuation models require a variety of inputs, including contractual terms, marketprices, yield curves, credit spreads, measures of volatility, and correlations of such inputs.

The fair value of the foreign currency contracts is determined based on the agreed fixed and thecurrent exchange currency for the amount agreed to be exchanged on each contract.

The Company uses observable inputs to calculate the mark-to-market valuation of the fuel pricingderivatives. Fuel pricing contracts are valued using quoted market prices of the underlyingcommodity. During the years ended December 31, 2016 and 2015, the Company entered into fuelpricing contracts for 29,562,250 metric tons and 14,553,635 metric tons, respectively.

The Company's derivatives trade in over-the-counter markets, and as such, model inputs aregenerally observable and do not require significant management judgment. Such instruments areclassified within Level 2 of the fair value hierarchy.



12 Months EndedCommitments andContingencies Dec. 31, 2016

Commitments andContingencies [Abstract]Commitments andContingencies

15. Commitments and Contingencies:

a) Long-term Supply Contracts: On December 3, 2004, the Company signed an eight-year FuelPurchase Agreement with a government refinery in Jamaica for the supply of mainly MFOand MGO at a price equal to average PLATTS prices plus a margin. The contract stipulatesthat the Company and refinery are not required to transact for more than a maximumquantity of marine fuel per month; however, by mutual agreement, the maximum quantityper month may be revised upwards. Invoices become due thirty calendar days from thedate of delivery. Interest on overdue payments accrues at a rate equal to the local overdraftrate in Jamaica. On December 30, 2009, an addendum between the two parties was signed,which extends the original agreement until December 31, 2014, and further renewed untilDecember 31, 2018. On April 1, 2005, the Company signed a ten-year Marine Fuel SupplyService Agreement with the Greek Subcontractor which has been renewed until December31, 2017 (refer to Note 4).

(b) Lease Commitments: The Company leases certain property under operating leases, whichrequire the Company to pay maintenance, insurance and other expenses in addition toannual rentals. The minimum annual payments under all non-cancelable operating leases atDecember 31, 2016 are as follows:

2017 $ 39,0662018 24,3602019 11,1682020 10,7282021 10,688

Thereafter 124,670Total minimum annual payments under all non-cancelable operating leases $ 220,680

Rent expense under operating leases was $41,730, $36,043 and $34,715 for the years endedDecember 31, 2015, 2014 and 2013, respectively.

(c) Standby Letters Of Credit: In the normal course of business, for certain suppliers, undercertain long-term supply contracts, or under certain long-term construction contracts, theCompany is required to post standby letters of credit in order to secure lines of credit. Asof December 31, 2016, the total outstanding standby letters of credit amounted to $56,736.The Company has not defaulted on payment of any of its accounts payable so as to causeany of the issuers of the standby letters of credit to settle the Company's accounts payableon the Company's behalf. All the standby letters of credit expire during 2017. The Companyexpects to extend the validity date of these instruments throughout the duration of theCompany's contractual or operating relationships with the respective suppliers.


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(d) Letters of Guarantee: Under the Singapore law, the Company is required to issue lettersof guarantee for payroll taxes of crew members during their employment. The guaranteeextends for the duration of the employment and the Company is required to pay only if thecrew member does not meet individual tax obligations. The Company currently does notbelieve it will be required to make a payment under these guarantees and accordingly hasnot recorded any liability. The maximum amount the Company could be required to payas of December 31, 2016 and 2015 is $128 (or SIN$177,000) and $283 (or SIN$309,000),respectively, and is maintained in fixed deposits and presented in the prepayments andother current assets in the accompanying consolidated balance sheets. The Company isalso required to issue letters of guarantee in the U.A.E. for the port authorities and for theemployees' passports and permits. The maximum amount the Company could be requiredto pay as of December 31, 2016 and 2015 is $163 (or AED600,000) and $125 (orAED500,000), respectively, and is maintained in fixed deposits and presented in theprepayments and other current assets in the accompanying consolidated balance sheets.Furthermore, the Company has issued letters of guarantee for transporting cargo on behalfof its time-charter parties for amounts of $69 (�65,270) and $0 (�0) as of December 31,2016 and 2015, respectively, and are maintained in fixed deposits and presented in theprepayments and other current assets in the accompanying consolidated balance sheets.

(e) Environmental and Other Liabilities: The Company accrues for the cost of environmentalliabilities when management becomes aware that a liability is probable and is able toreasonably estimate the Company's exposure. Currently, management is not aware of anysuch claims or contingent liabilities for which a provision should be established in theaccompanying consolidated financial statements. The Company's Protection and Indemnity("P&I") insurance policies cover third-party liability and other expenses related to injury ordeath of crew, passengers and other third-parties, loss or damage of cargo, claims arisingfrom collisions with other vessels, damage to other third-party property, and pollutionarising from oil or other substances. The Company's coverage under the P&I insurancepolicies, except for pollution, are unlimited. Coverage for pollution is $1,000,000 per vesselper incident.

(f) Legal Matters

In November 2005, an unrelated party filed a declaratory action against one of the Company'ssubsidiaries before the First Instance Court of Piraeus, Greece. The plaintiff asserted that hewas instrumental in the negotiation of the Company's eight-year fuel Purchase Agreement with agovernment refinery in Jamaica and sought a judicial affirmation of his alleged contractual rightto receive a commission of $0.01 per metric ton of marine fuel over the term of the contract.In December 2008, the First Instance Court of Piraeus dismissed the plaintiff's action as vagueand inadmissible, however the Company appealed that decision on the grounds that there was nocontract between the Company and the plaintiff and that the court lacked jurisdiction. While theaction was pending in Greece, the plaintiff commenced a new action involving the same cause ofaction before the Commercial Court of Paris, France, which dismissed that action in June 2009.The plaintiff's appeal of the dismissal was denied by the Paris Court of Appeal in February 2010.In January 2012, the plaintiff commenced a new action relating to the same allegations before theCommercial Court of Paris, which was dismissed on June 27, 2012 in favor of the competence andjurisdiction of the Greek courts. In July 2012, the plaintiff filed a "contredit," an appeal procedureunder French law. In November 2013, the Court held that there is no matter pending in Greece



that would allow the French courts to decline jurisdiction to the benefit of the Greek proceedings.As a result, the case is to return to the Commercial Court of Paris which should have to examinethe admissibility of plaintiff's claim in France. The relevant pleadings were issued on December18, 2015. According to its decision the French Court held that the plaintiff is entitled to a partcompensation based on a half of its claim fee of $0.01 per metric ton sold but limited to theamount of $670 with respect to the years 2005 to 2008. The Judgement is enforceable subjectto the submission by the plaintiff to AMP of a bank guarantee as counter-security covering thereimbursement to AMP of the said sum plus interest. Until now the plaintiff has been unable tosubmit a properly worded bank guarantee. Both AMP and the plaintiff have filed contrary appealsversus the decision issued. Both parties have now submitted their respective pleadings, but therelevant pleading has not yet been scheduled. We believe that this claim lacks in merit and that theoutcome of this lawsuit will not have a material effect on the Company.

On December 18, 2014, the Company and Aegean Bunkering (USA) LLC (the �Aegean Parties�),filed a one-count complaint for breach of contract against Hess Corporation (�Hess�), in NewYork Supreme Court, New York County (653887/2014) alleging that Hess breached certain expressrepresentations and warranties in representing its financial condition in an agreement pursuant towhich Hess sold its bunker oil business to Aegean Bunkering (USA) LLC (�Agreement�) In thecomplaint, the Aegean Parties sought approximately $28,000 in compensatory damages, exclusiveof interest and costs. On February 9, 2015, Hess filed an answer to the complaint. During thecourse of discovery, through co-counsel Boies Schiller & Flexner LLP, the Aegean Parties filed amotion for leave to amend the complaint on December 15, 2015. The proposed amended complaintadded a claim for fraud and fraudulent inducement in connection with the Agreement, seekingapproximately $127,000 in compensatory damages, exclusive of interest and costs, and punitivedamages in an amount to be determined at trial. On Hess's consent, the Aegean Parties' motion toamend the complaint was granted on January 15, 2016. On February 3, 2016, Hess filed a motion todismiss the amended complaint in part, specifically, the fraud and fraudulent inducement claim andportions of the contract claim. The Aegean Parties responded to the motion to dismiss on March4, 2016, and Hess submitted its reply thereafter. On March 31, 2017, the Aegean Parties have filedwith the Court a Notice of Issue to request a trial date. The parties have continued with discoveryand await a decision from the Court. We are not in a position to comment further on this matter atthis time.

The Company has supplied bunkers through agreements with various entities of the O.W. BunkerGroup, which filed for bankruptcy in November 2014. The Company issued notice to membersof the O.W. Bunker Group for the request of payment for the value of the bunkers supplied.The Company's exposure for these supplies amounts to $4,951, of which $3,119 is recorded as aprovision for doubtful accounts in our consolidated balance sheets. The Company believes thatthe respective members of the O.W. Bunker Group were never the rightful owners of the bunkersand are currently trying to work out escrow or other practical solutions with the end users. TheCompany expects to recover the amount of at least $1,832.

A Company's subsidiary, Aegean Oil Terminal Corporation (or �AOTC�), has provided storagefacilities through agreements to Alco Shipping Services LLC (�Alco�), Alco Fuel Trading LLC(or �Alco�), House of Gas Trading DMCC (�House of Gas�) and SeaCrest Refined Oil Products sTrading LLC (or �SeaCrest�). In breach of their obligations under their agreements Alco Shipping,Alco Trading, House of Gas and SeaCrest failed to deliver any products to the terminal and topay the invoices in the principal sum of $2,040. Following various demands for payment and inthe absence of payments, AOTC has terminated the agreements and commenced legal proceedings



against Alco Trading and Shipping and House of Gas in the High Court of London. Sea Crest hasissued and delivered to AOTC checks as security of payment of the outstanding invoices but sincethese bounced due to lack of funds, AOTC has filed criminal charges against the company. TheCompany has recorded in its books a provision for the full amount due by the above companies.

Various claims, suits, and complaints, including those involving government regulations arise inthe ordinary course of business. Management, in consultation with internal and external advisors,will provide for a contingent loss in the financial statements if the contingency had been incurred atthe date of the financial statements and the amount of the loss was probable and can be reasonablyestimated. Currently, management is not aware of any such claims or contingent liabilities forwhich a provision should be established in the accompanying consolidated financial statements.



12 Months EndedRevenues and Cost ofRevenues Dec. 31, 2016

Revenues And Cost OfRevenues [Abstract]Revenues and Cost ofRevenues

16. Revenues and Cost of Revenues:



Sales of marine petroleum products $3,996,642 $4,155,502 $6,590,998Voyage revenues 26,870 28,780 30,410Other revenues 52,707 47,372 40,393Total Revenues 4,076,219 4,231,654 6,661,801

Cost of marine petroleum products 3,670,542 3,853,450 6,286,453Cost of voyage revenues 14,974 14,827 14,729Cost of other revenues 37,219 31,548 23,525Total Cost of Revenues $3,722,735 $3,899,825 $6,324,707

Included in the cost of revenues is depreciation of $6,305, $4,780 and $2,424 for the years endedDecember 31, 2016, 2015 and 2014, respectively.


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12 Months EndedSelling and Distribution Dec. 31, 2016Selling and Distribution[Abstract]Selling and Distribution 17. Selling and Distribution:

The amounts in the accompanying consolidated statements of income are analyzed asfollows:


Salaries $ 53,507 $ 52,576 $ 57,550Depreciation 14,029 14,990 16,174Vessel hire charges 22,368 26,422 30,033Amortization of dry-docking costs 5,995 5,833 5,174Vessel operating expenses 29,657 29,117 33,447Bunkers consumption 12,557 16,421 26,464Storage costs 43,134 39,790 31,686Broker commissions 4,858 5,789 4,584Provision for doubtful accounts 2,197 1,992 3,229Other 13,964 12,148 12,489Selling and Distribution expenses $202,266 $205,078 $220,830


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12 Months EndedGeneral and Administrative Dec. 31, 2016General and Administrative[Abstract]General and Administrative 18. General and Administrative:



Salaries $22,575 $ 19,480 $ 17,616Depreciation 2,908 2,977 2,312Office Expenses 24,274 20,861 18,171General and Administrative expenses $49,757 $ 43,318 $ 38,099


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12 Months EndedInterest and Finance Costs Dec. 31, 2016Interest and Finance costs[Abstract]Interest and Finance Costs 19. Interest and Finance Costs:



Interest incurred on long-term debt (Note 13) $ 17,224 $ 15,455 $ 14,924Interest incurred on short-term borrowings (Note 12) 7,561 6,917 13,340Servicing fees on factoring (Note 3) 466 667 1,298Amortization of financing fees (Note 9) 5,616 6,028 4,455Amortization of convertible notes discount (Note 13) 4,610 4,082 2,297Bank commissions, commitment fees and other charges 6,144 4,530 6,582Interest rate swaps (Note 14) (5,539) - -Loss on partial extinguishment of convertible seniornotes 417 - -Interest on lease payments - - 6Capitalized interest - (71) (9,004)Total $ 36,499 $ 37,608 $ 33,898


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12 Months EndedEquity Incentive Plan Dec. 31, 2016Equity Incentive Plan[Abstract]Equity Incentive Plan 20. Equity Incentive Plan:

In March 2015, the Company adopted a 2015 equity incentive plan which replaced in full the2006 Equity Incentive Plan. The Company has reserved a total of 5,091,402 shares of commonstock for issuance under the 2015 Equity Incentive Plan, consisting of 91,402 common shares thatremained unissued under the 2006 Equity Incentive Plan plus an additional 5,000,000 commonshares. Under the terms of the 2015 Equity Incentive Plan, the compensation committee maygrant new options exercisable at a price per common share to be determined by our board ofdirectors but in no event less than fair market value as of the date of grant. The 2015 EquityIncentive Plan also permits the Company's compensation committee to award restricted stock,restricted stock units, non-qualified stock options, stock appreciation rights, dividend equivalentrights, unrestricted stock, and performance shares. The 2015 Equity Incentive Plan expires inMarch 2025.

The Company measures stock-based compensation cost at grant date, based on the estimated fairvalue of the award which is determined by the closing price of the Company's common stock tradedon the NYSE on the grant date, and recognizes the cost as expense on a straight-line basis (netof estimated forfeitures) over the requisite service period. The expense is recorded in the generaland administrative expenses in the accompanying consolidated statements of income. Aegean isincorporated in a non-taxable jurisdiction and accordingly, no deferred tax assets are recognizedfor these stock-based incentive awards.

All grants of non-vested stock issued under the 2015 Equity Incentive Plan are subject toaccelerated vesting upon certain circumstances set forth in the 2015 Equity Incentive Plan.

The following table summarizes the status of the Company's non-vested shares outstanding for theyears ended December 31, 2016 and 2015:

NonvestedStock

WeightedAverageGrantDate

MarketPrice

At December 31, 2014 1,849,749 $ 8.51Granted 1,141,000 12.88Vested (1,023,266) 8.91Forfeited (1,500) 8.37At December 31, 2015 1,965,983 11.05Granted 1,316,000 6.60


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Vested (1,479,156) 8.85Forfeited (20,000) 12.93At December 31, 2016 1,782,827 $ 9.21

The weighted average grant date fair value of shares granted during the years ended December 31,2016, 2015 and 2014, were $8,686, $14,696 and $10,663, respectively.

The total fair value of shares at vesting date during the years ended December 31, 2016, 2015and 2014 were $12,493, $14,556 and $7,462, respectively based on the closing share price at eachvesting date.

Total compensation cost of $12,229, $10,042 and $8,774 was recognized and included undergeneral and administrative expenses in the accompanying consolidated statements of income forthe years ended December 31, 2016, 2015 and 2014, respectively.

As of December 31, 2016, there was $7,026 of total unrecognized compensation cost related tonon-vested share-based compensation awards. This unrecognized compensation cost at December31, 2016, is expected to be recognized as compensation expense over a weighted average period of1.5 years as follows:

Amount2017 $ 4,8452018 1,8822019 299

$ 7,026



12 Months EndedCommon Stock, TreasuryStock and Additional Paid-

In Capital Dec. 31, 2016

Common stock, TreasuryStock and Additional Paid-In Capital [Abstract]Common stock, TreasuryStock and Additional Paid-InCapital

21. Common Stock, Treasury Stock and Additional Paid-In Capital:

Authorized Capital

Aegean was formed on June 6, 2005, under the laws of the Marshall Islands. Aegean's authorizedcommon and preferred stock since inception consisted of 100,000,000 common shares (all inregistered form), par value $0.01 per share and 25,000,000 preferred shares (all in registered form),par value $0.01 per share. The holders of the common shares are entitled to one vote on allmatters submitted to a vote of stockholders and to receive all dividends, if any. The Company'sboard of directors shall have the authority to establish such series of preferred stock and with suchdesignations, preferences and relative, participating, optional or special rights and qualifications,limitations or restrictions as shall be stated in the resolutions providing for the issue of suchpreferred stock.

Share Issuance and Repurchase

On October 3, 2005, Aegean acquired from Leveret 8% of the total then-issued and outstandingcommon stock of Aegean, representing the entire interests in Leveret of members of Mr. DimitrisMelisanidis' family (other than Mr. Melisanidis himself) for a price of $35,000. Those shares werecancelled upon repurchase, in accordance with a resolution of the board of directors of Aegean.The repurchased shares represented the entire beneficial ownership of those members of Mr.Melisanidis' family. The excess of the purchase price over the par value of the acquired shares wasreflected first as a deduction from additional paid-in capital and, upon exhaustion of the balance ofadditional paid-in capital, as a deduction from retained earnings.

On June 8, 2005, Aegean issued 30,472,827 common shares (as restated for the split-ups ofcommon stock, described below), with a $0.01 par value per share, to Leveret and Leveretcontemporaneously contributed its direct and indirect ownership in the companies described inNote 1 to Aegean.

Initial Public Offering

In December 2006, the Company completed its initial public offering in the United States under theUnited States Securities Act of 1933, as amended. In this respect, 14,375,000 shares of commonstock at par value $0.01 were issued for $14.00 per share. The proceeds of the initial publicoffering, net of underwriting commissions of $14,088, and net of offering expenses of $1,953,amounted to $185,209.

Public offering


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On January 27, 2010, the Company completed a public offering in the United States under theUnited States Securities Act. In this respect, 4,491,900 shares of common stock at par value$0.01 were issued for $32.75 per share. The proceeds of the public offering, net of underwritingcommissions of $7,355 and net of issuance cost of $707 amounted to $139,047.

Treasury stock

On October 16, 2014, the Company's Board of Directors authorized a new share repurchaseprogram, under which the Company may repurchase up to $20,000 of its outstanding shares ofcommon stock over a period of two years. No shares have been repurchased as of the year endedDecember 31, 2016 and 2015.

On July 20, 2011, the Company's Board of Directors approved a share repurchase program for upto 2,000,000 shares of the Company's common stock. The Board will review and may choose torenew the program after a period of 12 months. The Company under this program repurchased967,639 shares during 2011 for an aggregate purchase price of $4,628 and 4,000 shares during2012 for an aggregate purchase price of $19 which have been recorded as Treasury Stock in theaccompanying consolidated balance sheets.

On May 17, 2010, the Company's Board of Directors approved a plan to purchase 1,000,000 sharesfrom Mr. Dimitris Melisanidis. These shares were purchased on May 21, 2010, for an aggregatepurchase price of $24,680, which has been recorded as Treasury Stock in the accompanyingconsolidated balance sheets.

Preferred Share Purchase Rights

In August 2009, the Company authorized and declared a dividend distribution of one preferredshare purchase right (a "Right") on each outstanding share of its common stock. The dividenddistribution was made to shareholders of record as of August 14, 2009. The rights will separatefrom the common stock and become exercisable upon the earlier of (i) ten days following thepublic announcement or disclosure that a person or group (an "Acquiring Person") has acquiredbeneficial ownership, or obtained the right to acquire, 15 percent or more of the outstandingcommon stock or (ii) ten business days following the commencement of, or the announcementof an intention to make, a tender offer or exchange offer, the consummation of which wouldresult in such a group or person becoming an Acquiring Person (the "Distribution Date"). On theDistribution Date, each Right holder will be entitled to purchase for $100 (the "Exercise Price") oneone-thousandth of a share of a new series of junior participating preferred stock. In the event thatan Acquiring Person acquires more than 15 percent of the outstanding common stock, each Rightholder (except the Acquiring Person) will be entitled to purchase at the Exercise Price, shares ofcommon stock having a market value equal to twice the Exercise Price. Any time after the date anAcquiring Person obtains more than 15 percent of the outstanding common shares and before thatAcquiring Person acquires more than 50 percent of the outstanding common shares, the Companymay exchange each Right owned by all other Rights holders, in whole or in part, for one commonshare. The Rights expire on the earliest of (i) August 14, 2019 or (ii) the redemption of the Rightsby the Company or (iii) the exchange of the Rights as described above. The Company can redeem



the Rights at any time on or prior to the earlier of the tenth business day following the publicannouncement that a person has acquired ownership of 15 percent or more of the outstandingcommon shares, or August 14, 2019. The Rights do not have any voting rights. The Rights have thebenefit of certain customary anti-dilution protections. As of December 31, 2016, no such eventshad occurred, and no rights have been exercised.

Dividends

The Company declared and paid dividends of $3,805, $3,926 and $2,403 during the years endedDecember 31, 2016, 2015 and 2014, respectively.

Additional Paid in Capital

The amounts presented in the accompanying consolidated balance sheets as additional paid-incapital comprise (i) payments made by the pre-IPO stockholders at various dates to finance vesselacquisitions in excess of the amounts of bank loans obtained and advances for working capital, (ii)the estimated value of certain incidental employee services provided to the Company by certainrelated companies for no consideration, (iii) an allocation of costs for office services historicallyshared with and the use of office equipment owned by related companies, and (iv) the differencebetween the par value of the shares issued in the initial and the secondary public offerings the netproceeds obtained for those shares.

Repurchase and retirement of common stock

On August 16, 2016, the Company's Board of Directors approved the purchase 11,303,031 sharesfrom Mr. Dimitris Melisanidis. These shares were purchased and retired on September 15, 2016,for an aggregate purchase price of $99,580, which has been recorded in the stockholder's equity inthe consolidated balance sheet as of December 31, 2016.



12 Months EndedEarnings per CommonShare Dec. 31, 2016

Earnings Per CommonShare [Abstract]Earnings Per Common Share 22. Earnings Per Common Share:

The computation of basic earnings per share is based on the weighted average number of commonshares outstanding during the year using the two-class method. The computation of dilutedearnings per share assumes the granting of non-vested share-based compensation awards (referto Note 20), for which the assumed proceeds upon grant are deemed to be the amount ofcompensation cost attributable to future services and not yet recognized using the treasury stockmethod, to the extent dilutive.

As of December 31, 2016 and 2015, the Company excluded 1,782,827 and 1,965,983 non vestedshares, respectively, as anti-dilutive. Non-vested share-based payment awards that contain rights toreceive non forfeitable dividends or dividend equivalents (whether paid or unpaid) and participateequally in undistributed earnings are participating securities, and thus, are included in the two-classmethod of computing earnings per share.

The treasury stock method is used in calculating diluted earnings per share for the Notes as theCompany expects to settle the principal in cash.

The components of the calculation of basic earnings per common share and diluted earnings percommon share are as follows:



Less: Dividends declared and undistributed earningsallocated to unvested shares (2,078) (1,392) (627)Basic income available to common stockholders $ 49,793 $ 33,449 $ 15,463

Basic weighted average number of common sharesoutstanding 44,919,189 47,271,582 46,271,716

Diluted weighted average number of common sharesoutstanding 44,919,189 47,271,582 46,271,716



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12 Months EndedIncome Taxes Dec. 31, 2016Income Tax Disclosure[Abstract]Income Taxes 23. Income Taxes:

The Company operates through its subsidiaries, which are subject to several tax jurisdictions, asfollows:

a) Marshall Islands

The Company is incorporated in the Marshall Islands. Under current Marshall Islands law, theCompany is not subject to tax on income or capital gains.

b) Republic of Liberia

The principal operating entity of the Company, AMP, is incorporated in the Republic of Liberia.Under regulations promulgated by the Liberian Ministry of Finance, because AMP is considered anon-resident domestic corporation, it is not required to pay any tax or file any report or return withthe Republic of Liberia in respect of income derived from its operations outside of the Republic ofLiberia. The Liberian Ministry of Justice has issued an opinion that these regulations are valid.

c) Greece

AMP has a branch office established in Greece. Under the laws of Greece, and in particularGreek Law 3427/2005 which amended, replaced and supplemented provisions of Law 89/1967as of January 1, 2006, AMP is taxed on a cost plus basis, 5.42% for the period 2011 to 2015,on expenses incurred by its branch office in Greece. With respect to the period of 2016 to 2020,the Greek Ministry of Economy and Finance has set the profit margin at 5%. AMP's income, ascalculated by applying the 5% profit margin, as applicable, is subject to Greek corporate incometax at the rate of 29%, 29% and 26% for the fiscal year 2016, 2015 and 2014. All expenses towhich the profit margin applies are deducted from gross income for Greek corporate income taxpurposes. Furthermore, AMP is exempt from Greek other tax, charge or contribution in favor of theGreek State or any third-party, on income derived from all its transactions worldwide in petroleumproducts, lubricants and similar commodities, the object of which lies outside of Greece.

d) United States

A foreign corporation which is engaged in a trade or business in the United States will be subject tocorporate income tax and branch profits tax at a combined rate on its income which is effectivelyconnected with its United States trade or business, or Effectively Connected Income.

Income from the sale of property outside the United States by a foreign corporation will be treatedas Effectively Connected Income if the corporation has a fixed place of business in the United


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States to which such income is attributable, unless (1) the property is sold for use, consumption ordisposition outside the United States, and (2) the taxpayer has a fixed place of business in a foreigncountry which materially participates in the sale.

The Company has a place of business in the U.S. East Coast through its subsidiary AegeanBunkering USA that acquired a U.S. bunkering division on December 18, 2013, and trade activitiesoccurred inside the United States are subject to United Stated federal and state income taxes.

The components of the Aegean Bunkering USA's (expense)/benefit for income taxes are asfollows:


Current tax expense $ (2,618) $ (10) $ (56)Deferred tax benefit / (expense) 2,537 (2,420) -Income tax provision $ (81) $ (2,430) $ (56)


The reconciliation between the statutory tax expense in Aegean Bunkering USA from continuingoperations to the income tax expense recorded in the financial statements is as follows:


Income tax on profit before tax at statutory rate $ 1,190 $ (3,410) $ (29)Effect of permanent differences (1,271) 980 (27)Total tax expense Reconciliation $ (81) $ (2,430) $ (56)

Deferred income taxes are the result of provisions of the tax laws that either require or permitcertain items of income or expense to be reported for tax purposes in different periods than theyare reported for financial reporting. The tax effects of temporary differences that give rise to thedeferred tax asset / liability are as follows:


Deferred tax assets:Inventory adjustments and others $ 2,254 $ - $ -Federal net operating loss - 2,102 -Total deferred assets $ 2,254 $ 2,102 $ -





Deferred tax assets are included in current assets and deferred tax liabilities are presented in currentand non-current liabilities.

e) Belgium

The Company has trade activities in Belgium through its subsidiary ANWE and operates itssubsidiary Aegean Bunkers At Sea NV (�ABAS�), both incorporated in Belgium, and subject toBelgian income taxes which rate is 33.99% for the presented years.

The components of the ABAS's expense for income taxes are as follows:


Current tax expense $ - $ - $ -Deferred tax expense (1,183) (551) (458)Income tax expense $ (1,183) $ (551) $ (458)

Effective tax rate 1,105.61% 26.34% 25.46%

The reconciliation between the statutory tax benefit/ (expense) in Belgium on results of ABASfrom continuing operations to the income tax expense recorded in the financial statements is asfollows:


Income tax expense on result before tax at statutory rate $ (151) $ (589) $ (506)Effect of permanent differences (10) 38 48Valuation allowance (1,022) - -Total tax expense Reconciliation $ (1,183) $ (551) $ (458)

Deferred income taxes are the result of provisions of the tax laws that either require or permitcertain items of income or expense to be reported for tax purposes in different periods than theyare reported for financial reporting. ABAS has recorded a valuation allowance as a result of sale ofinvestment for the amount of $1,022, which was the deferred tax asset deriving from an investmenttax incentive.





The components of the ANWE Business' (expense)/benefit for income taxes are as follows:


Revised RevisedCurrent tax benefit / (expense) $ (150) $ (1,339) $ (1,663)Deferred tax (expense) / benefit (3,062) 583 547Income tax (expense) / benefit $ (3,212) $ (756) $ (1,116)


During the year ended December 31, 2016, the Company revised its financial statements for 2015and 2014 to record a provision for a withholding tax, related to income tax, in a subsidiary and hasmade adjustments in each successive period.

The reconciliation between the statutory tax expense in Belgium on income of Aegean NWE fromcontinuing operations to the income tax expense recorded in the consolidated financial statementsis as follows:


Revised RevisedIncome tax on profit before tax at statutory rate $ (649) $ 1,109 $ 1,735Effect of permanent differences (5) (1,865) (2,851)Valuation allowance (2,558) - -Total tax expense reconciliation $ (3,212) $ (756) $ (1,116)Deferred income taxes are the result of provisions of the tax laws that either require or permitcertain items of income or expense to be reported for tax purposes in different periods than they arereported for financial reporting. ANWE has recorded a valuation allowance of $2,558, in relationto the probability of the recoverability of its deferred tax assets.The tax effects of temporary differences that give rise to the deferred tax asset and liability are asfollows:






In the accompanying balance sheets, the deferred income tax assets are included in current assetsof $3,769 and $2,133 as the estimated amounts to recover over the next 12 months. Deferred taxliabilities are presented in non-current liabilities of $6,626 and $2,563 as at December 31, 2016and 2015, respectively. Income tax benefits as at December 31, 2016, of amount $2,292 that arecarryforwards do not expire. As of December 31, 2016 and 2015, the Company has recorded avaluation allowance of $2,558 and $0, respectively.

f) Canada

The Company is subject to Canadian income taxes through its Canadian subsidiaries

The components of the Canadian subsidiaries (expense)/benefit for income taxes are as follows:Year Ended December 31,

2016 2015 2014Current tax benefit / (expense) $ 40 $ (607) $ (334)Deferred tax expense - - -Income tax benefit / (expense) $ 40 $ (607) $ (334)


The reconciliation the statutory tax expense in Canada on income from continuing operations tothe income tax expense recorded in the consolidated financial statements is as follows:


Income tax on profit before tax at statutory rate $ (218) $ (184) $ (183)Effect of permanent differences 258 (423) (151)Total tax benefit / (expense) reconciliation $ 40 $ (607) $ (334)

g) Other

The Company is subject to other income taxes through other subsidiaries based in the U.S., Greeceand Russia.

The components of these subsidiaries (expense)/benefit for income taxes are as follows:Year Ended December 31,


Effective tax rate 44.83% 59.49% -%

The reconciliation of the statutory tax expense on income from continuing operations to the incometax expense recorded in the consolidated financial statements is as follows:




Income tax on profit before tax at statutory rate $ (52) $ (71) $ -Effect of permanent differences 130 (70) -Total tax benefit / (expense) reconciliation $ 78 $ (141) $ -



The Company's income tax (expense) / benefit for the years presented and the respective effectivetax rates for such years are as follows:


Current tax expense $ (2,921) $ (2,097) $ (2,053)Net deferred tax (expense) / benefit (1,437) (2,388) 89Income tax expense $ (4,358) $ (4,485) $ (1,964)

The reconciliation between the statutory tax expense on income from continuing operations to theincome tax (expense)/ benefit recorded in the financial statements is as follows:


Income tax (expense) / benefit on profit before tax at statutoryrates $ (20) $ (3,145) $ 1,017Valuation allowance (3,590) - -Effect of permanent differences (748) (1,340) (2,981)Total tax expense $ (4,358) $ (4,485) $ (1,964)

Generally, under the laws of the countries of the vessel-owning companies' and the Manager'sincorporation and/or vessels' registration, the vessel-owning companies and the Manager werenot subject to tax on shipping income. However, the vessel-owning companies are subject toregistration and tonnage taxes, which have been included in other operating expenses in theaccompanying consolidated statements of income.

The Company files income tax returns in the all federal jurisdiction and various provincialjurisdictions of its taxable subsidiaries. In the normal course of business, the Company is subject toexamination by taxing authorities. Open tax years in Canada range from 2013 to 2016, in Belgiumand in U.S.A. from 2014 to 2016. Upon examination in subsequent years, if net operating losscarry forwards and tax credit carry forwards are utilized, the Canadian and Belgian jurisdictionscan reduce net operating loss carry forwards and tax credit carry forwards utilized in the year beingexamined if they do not agree with the carry forward amount.



12 Months EndedBusiness Segments andGeographical Information Dec. 31, 2016

Business Segments andGeographical Information[Abstract]Business Segments andGeographical Information

24. Business Segments and Geographical Information:

The Company is primarily a physical supplier in the downstream marine petroleum productsindustry. Marine petroleum products mainly consist of different classifications of marine fuel oil,marine gas oil and lubricants.

The Company cannot and does not identify expenses, profitability or other financial performancemeasures by type of marine petroleum product supplied, geographical area served, nature ofservices performed or on anything other than on a consolidated basis (although the Company isable to segregate revenues on these various bases). As a result, management, including the chiefoperating decision maker, reviews operating results on a consolidated basis only. Therefore, theCompany has determined that it has only one operating segment.

The Company is domiciled in the Marshall Islands but provides no services in that location. Itis impracticable to disclose revenues from external customers attributable to individual foreigncountries because where the customer is invoiced is not necessarily the country of domicile. Inaddition, due to the nature of the shipping industry, where services are provided on a worldwidebasis, the country of domicile of the customer does not provide useful information regarding therisk that this disclosure is intended to address.

The Company's long-lived assets mainly consist of bunkering tankers, which are positioned acrossthe Company's existing territories and which management, including the chief operating decisionmaker, reviews on a periodic basis and reposition among the Company's existing or new territoriesto optimize the vessel per geographical territory ratio. The Company's vessels operate within oroutside the territorial waters of each geographical location and, under international law, shippingvessels usually fall under the jurisdiction of the country of the flag they sail. The Company'svessels are not permanently located within particular territorial waters and the Company is free tomobilize all its vessels worldwide at its own discretion.


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12 Months EndedSubsequent Events Dec. 31, 2016Subsequent Events[Abstract]Subsequent Events 25. Subsequent Events:

New market: In January 2017, we launched a new service center in Rostock, Germany thatservices German Baltic Sea ports and Scandinavian ports through the acquisition of OBAST, aphysical bunker supplier and cargo oil trader.

Convertible notes offering: In January 2017, the full overallotment option was exercised and anadditional $22,500 of our 4.25% Convertible Unsecured Senior Notes due 2021 were purchased bythe underwriters.

Loan agreement: On April 20, 2017, OBAST signed an agreement for a short term credit facilityof up to $25,000 for the purposes of financing its German commercial business.


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12 Months EndedSignificant AccountingPolicies (Policies) Dec. 31, 2016

Significant AccountingPolicies [Abstract]Principles of Consolidation Principles of Consolidation: The consolidated financial statements have been prepared in

accordance with U.S. generally accepted accounting principles and include for each of the threeyears in the period ended December 31, 2016, the accounts and operating results of the Company.Intercompany balances and transactions have been eliminated in consolidation. The Companyconsolidates subsidiaries where it holds a controlling financial interest or it has an interest in avariable interest entity (VIE). The condition for a controlling financial interest is ownership ofmajority of the voting interest of over 50% of the outstanding voting shares or the power to directthe activities of the entity that most significantly affect the entity's economic performance and theobligation to absorb losses of the entity that could potentially be significant to the entity or the rightto receive benefits from the entity that could potentially be significant to the entity. Noncontrollinginterest in both equity and results of operations of subsidiaries are presented separately.

Use of Estimates Use of Estimates: The preparation of consolidated financial statements in conformity with U.S.generally accepted accounting principles requires management to make estimates and assumptionsthat affect the reported amounts of assets and liabilities and disclosure of contingent assets andliabilities at the date of the consolidated financial statements and the reported amounts of revenuesand expenses during the reporting period. Actual results could differ from those estimates.

Foreign Currency Transactions Foreign Currency Transactions: The functional currency of Aegean and its material subsidiariesis the U.S. dollar because the Company purchases and sells marine petroleum products in theinternational oil and gas markets and because the Company's vessels operate in internationalshipping markets; both of these international markets transact business primarily in U.S. dollars.The Company's accounting records are maintained in U.S. dollars. Transactions involving othercurrencies during the year are converted into U.S. dollars using the exchange rates in effect at thetime of the transactions. At the balance sheet dates, monetary assets and liabilities denominated inother currencies are adjusted to reflect the year-end exchange rates. Resulting gains or losses arereflected separately in the accompanying consolidated statements of income.

Cash and Cash Equivalents Cash and Cash Equivalents: The Company considers highly liquid investments such as timedeposits and certificates of deposit with an original maturity of three months or less at time ofpurchase to be cash equivalents.

Restricted Cash Restricted Cash: Restricted cash consists of interest-bearing deposits with certain banks as cashcollateral against outstanding short-term facilities and retention accounts that can only be used forthe purposes of repayment of current portions of long-term loans. Restricted cash also includesinterest-bearing deposits with an international bank as cash collateral against standby letters ofcredit issued by the same bank to a shipyard. Restricted cash is classified as non-current when thefunds are to be used to acquire non-current assets.

Trade Receivables, net Trade Receivables, net: Management is responsible for approving credit to customers, setting andmaintaining credit standards, and managing the overall quality of the credit portfolio. TheCompany performs ongoing credit evaluations of its customers based upon payment history andthe assessments of customers' credit worthiness. The Company generally provides payment termsof approximately 30 days. The Company continuously monitors collections and payments fromits customers and maintains a provision for estimated credit losses based upon its historicalexperience with its customers, current market conditions of its customers, and any specific


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customer collection issues. Accounts receivable are reduced by an allowance for amounts thatmay become uncollectible in the future. The Company had accounts receivable of $512,398 and$317,152, before allowances for doubtful accounts of $8,647 and $7,278 as of December 31,2016 and 2015, respectively. Allowances for doubtful accounts are summarized as follows:

Allowancesfor

doubtfulaccounts





The Company transfers ownership of eligible trade account receivable to a third-party purchaserwithout recourse in exchange for cash. The factoring of trade accounts receivable under theagreement is accounted for as a sale. Proceeds from the transfer reflect the carrying amount ofthe trade account receivable less a discount. The trade account receivables sold pursuant to thisfactoring agreement are excluded from trade receivables in the consolidated balance sheets andthe proceeds are reflected as cash provided by operating activities in the consolidated statementsof cash flows. The Company continues to service, administer and collect the trade accountreceivables sold under this program. The Company does not record a servicing asset or liabilityon the consolidated balance sheets as the Company estimates the fee it receives is at fair value.Servicing fees paid are recorded in the interest and finance costs in the accompanying consolidatedstatements of income.

Insurance Claims Insurance Claims: Insurance claims at each balance sheet date consist of claims submitted and/orclaims in the process of compilation or submission (claims pending). They are recorded on anaccrual basis and represent the claimable expenses, net of applicable deductibles, incurredthrough December 31 of each reporting period, which are probable to be recovered frominsurance companies. Any remaining costs to complete the claims are included in accruedliabilities. The classification of insurance claims into current and non-current assets is based onmanagement's expectations as to their collection dates.

Inventories Inventories: Inventories comprise marine fuel oil ("MFO"), marine gas oil ("MGO"), lubricants,stores and victuals which are stated at the lower of cost or market. Cost is determined by the first in,first out method. Inventory costs include expenditures directly incurred in bringing the inventoryto its existing condition and location.

Vessel Cost Vessel Cost: Vessels are stated at cost, which consists of the contract price and any materialexpenses incurred upon acquisition (initial repairs, improvements and delivery expenses, interestand on-site supervision costs incurred during the construction periods). Subsequent expendituresfor conversions and major improvements are also capitalized when they appreciably extend the


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life, increase the earning capacity or improve the efficiency or safety of the vessels; otherwise theseamounts are charged to expense as incurred.

Advances and milestone payments made to shipyards during construction periods are classified as"Advances for vessels under construction" until the date of delivery and acceptance of the vessel,at which date they are reclassified to "Vessels, cost". Advances for vessels under construction alsoinclude supervision costs, amounts paid under engineering contracts, capitalized interest and otherexpenses directly related to the construction of the vessels.

Amounts of interest to be capitalized during the asset acquisition period are determined byapplying an interest rate ("the capitalization rate") to the average amount of accumulatedexpenditures for the asset during the period. The capitalization rates used in an accounting periodare based on the rates applicable to borrowings outstanding during the period. The Company doesnot capitalize amounts in excess of actual interest expense incurred in the period. If the Company'sfinancing plans associate a specific new borrowing with a qualifying asset, the Company usesthe rate on that borrowing as the capitalization rate to be applied to that portion of the averageaccumulated expenditures for the asset that does not exceed the amount of that borrowing. Ifaverage accumulated expenditures for the asset exceed the amounts of specific new borrowingsassociated with the asset, the capitalization rate applied to such excess is a weighted average of therates applicable to other borrowings of the Company.

Vessels acquired as a part of an acquisition are recognized at their fair value as at the date of theacquisition.

Vessel Depreciation on Ocean-going Bunkering Tankers

Vessel Depreciation on Ocean- going Bunkering Tankers: Depreciation is computed using thestraight-line method over the estimated useful life of the vessels, after considering the estimatedsalvage value. Each vessel's estimated salvage value is equal to the product of its light-weighttonnage and the estimated scrap rate. Management estimates the useful life of the Company'sbunkering tankers to be 30 years from the date of initial delivery from the shipyard. Managementestimates the useful life of the Company's floating storage facilities to be 30 years from the dateof acquisition. Secondhand vessels are depreciated from the date of their acquisition through theirremaining estimated useful life. However, when regulations place limitations on the ability of avessel to trade, its useful life is adjusted to end at the date such regulations become effective.

Vessel Depreciation on In-Land Waterway BunkeringTankers

Vessel Depreciation on In-Land Waterway Bunkering Tankers: Depreciation is computed usingthe straight-line method over the estimated useful life of the vessels, after considering theestimated salvage value. Each vessel's estimated salvage value is equal to the product of its light-weight tonnage and the estimated scrap rate. Management estimates the useful life of the in-landwaterway bunkering tankers to be 45 years from the date of the initial delivery from theshipyard.Other fixed assets, net: Depreciation is computed using the straight-line method overthe estimated useful life of the assets, after considering any estimated salvage value. Managementestimates the useful life of the Company's other fixed assets as follows:



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Intangible Assets Intangible Assets: These assets are being amortized over their useful life.

Intangible assets acquired in a business combination and recognized separately from goodwill areinitially recognized at their fair value at the acquisition date. Subsequent to initial recognition,intangible assets acquired in a business combination are reported at cost less accumulatedamortization and accumulated impairment losses, if any. These assets are being amortized overtheir useful life.

Goodwill Goodwill: Goodwill represents the excess of the purchase price over the net of the fair value ofthe identifiable tangible and intangible assets acquired and the fair value of liabilities assumedin business acquisitions. As required by the goodwill topic of the FASB Accounting StandardCodification (ASC) Topic 350, Intangibles Goodwill and Other, goodwill is not amortized, buttested as of December 31 of each year for impairment. The Company also evaluates goodwillfor impairment at any time that events occur or circumstances change indicating a possibleimpairment. The Company tests for goodwill impairment using the two-step process. The first stepof the goodwill impairment test, used to identify potential impairment, compares the fair valueof a reporting unit with its carrying amount, including goodwill. The second step of the goodwillimpairment test, used to measure the amount of impairment loss, compares the implied fair valueof reporting unit goodwill with the carrying amount of that goodwill. Fair value of the reportingunits is derived using discounted cash flow analysis.

We calculated the fair value of the reporting unit using the discounted cash flow method, anddetermined that the fair value of the reporting unit exceeded its book value, including the goodwill.The discounted cash flows calculation is subject to historical data and to management judgmentrelated to revenue growth, capacity utilization, the weighted average cost of capital and thefuture price of marine fuel products. Although we believe that the assumptions used to evaluatepotential impairment are reasonable and appropriate, such assumptions are subjective. We performsensitivity tests on our sale volume, gross spread, net operating cash flows, average inflation andgrowth rate. No impairment loss was recorded for any of the periods presented.

Impairment of Long-LivedAssets

Impairment of Long-Lived Assets: Accounting guidance requires that long-lived assets andcertain identifiable intangible assets held and used or to be disposed of by an entity, be reviewedfor impairment whenever events or changes in circumstances indicate that the carrying amount ofthe assets may not be recoverable. In evaluating useful lives and carrying values of long-livedassets, the Company reviews certain indicators of potential impairment, such as vessel sale andpurchase prices in the marketplace, business plans and overall market conditions. When theestimate of undiscounted cash flows, excluding interest charges, expected to be generated by theuse of the asset and any future disposal is less than its carrying amount, the asset should beevaluated for an impairment loss. In developing estimates of future cash flows, the Companyrelied upon estimates made by management with regard to the Company's vessels and its otherfixed assets, including future deliveries and storage throughput usage, operating expenses, and theestimated remaining useful lives of the vessels or other fixed assets. These assumptions are basedon historical trends as well as future expectations and are consistent with the plans and forecastsused by management to conduct its business. The variability of these factors depends on a numberof conditions, including uncertainty about future events and general economic conditions;therefore, the Company's accounting estimates might change from period to period. In the eventthat undiscounted projected net operating cash flows were less than carrying value, the Companywould estimate the fair value of the related asset and record a charge to operations calculated by


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comparing the asset's carrying value to the estimated fair value. Measurement of the impairmentloss is based on the fair value of the asset as determined by management considering third-partyvaluations and discounted future cash flows attributable to the vessel or asset group. TheCompany regularly reviews the carrying amount of its long-lived assets.

Accounting for DrydockingCosts

Accounting for Drydocking Costs: The Company's vessels are generally required to be drydockedevery 30 to 60 months for major repairs and maintenance that cannot be performed while thevessels are in operation. The Company follows the deferral method of accounting for drydockingcosts whereby actual costs incurred are deferred and are amortized on a straight-line basis over theperiod through the date the next drydocking is scheduled to become due. Unamortized drydockingcosts of vessels that are sold are written off against income in the year of the vessel's sale.

Leases Leases: Leases are classified as capital leases if they meet at least one of the following criteria:(i) the leased asset automatically transfers title at the end of the lease term; (ii) the lease containsa bargain purchase option; (iii) the lease term equals or exceeds 75% of the remaining estimatedeconomic life of the leased asset; (iv) or the present value of the minimum lease payments equalsor exceeds 90% of the excess of fair value of the leased property. If none of the above criteria ismet, the lease is accounted for as an operating lease.

The Company records vessels under capital leases as fixed assets at the lower of the present valueof the minimum lease payments at inception of the lease or the fair value of the vessel. Vesselsunder capital leases are amortized over the estimated remaining useful life of the vessel or untilthe end of the lease term, if shorter. Assets held under capital leases are presented as "Advancesfor vessels under construction and acquisitions" in the balance sheet until the vessel is deemedready for its intended use and the balance is reclassified to "Vessels, cost". The current portionof capitalized lease obligations are reflected in the balance sheet in "Accrued and other currentliabilities" and remaining long-term capitalized lease obligations are presented as "Other non-current liabilities".

Financing Costs Financing Costs: Fees incurred for obtaining new loans or refinancing existing loans are deferredand amortized to interest expense over the life of the related debt using the effective interestmethod. Unamortized fees relating to loans repaid or refinanced are generally expensed in theperiod the repayment or refinancing is made.

Convertible Senior Notes Convertible Senior Notes: In accordance with Accounting Standards Codification (ASC), Topic470, Debt, for convertible debt instruments that contain cash settlement options upon conversionat the option of the issuer, the Company determines the carrying amount of the liability andequity component of its convertible notes by first determining the carrying amount of the liabilitycomponent by measuring the fair value of a similar liability that does not have an associated equitycomponent. The carrying amount of the equity component representing the embedded conversionoption is determined by deducting the fair value of the liability component from the total proceeds.The resulting debt discount is amortized to interest cost using the effective interest method overthe period the debt is expected to be outstanding as an additional non-cash interest expense.Transaction costs associated with the instrument are allocated pro-rata between the debt and equitycomponents.

Pension and RetirementBenefit Obligations

Pension and Retirement Benefit Obligations: The vessel-owning companies included in theconsolidation employ the crew on board under short-term contracts (usually up to nine months)and accordingly, they are not liable for any pension or post retirement benefits. The Company'sfull-time Greek employees are covered by state-sponsored pension funds for which the Companyis required to contribute a portion of the monthly salary of these employees to the fund (i.e., a


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defined contribution plan). Upon retirement of these employees, the state-sponsored pension fundsare responsible for paying the employees' retirement benefits and accordingly, the Company has noobligation for these benefits.

Accounting for Revenues andExpenses

Accounting for Revenues and Expenses: Revenues are principally earned from the physicalsupply of marine petroleum products via the Company's bunkering tankers. Sales of marinepetroleum products and cost of sales of marine petroleum products are recorded in the periodwhen the marine petroleum products are loaded onto the customer's vessel. In Greece, revenues areearned from the sale of marine petroleum products through a related party physical supplier (referto Note 4). These sales and the respective cost of sales are recorded in the period when the relatedparty physical supplier delivers the marine petroleum products to the customer.

For arrangements in which the Company physically supplies marine petroleum products via itsown bunkering tankers, cost of marine petroleum products sold represents amounts paid by theCompany for marine petroleum products sold in the period being reported on.

For arrangements in which marine petroleum products are purchased from the Company's relatedparty physical supplier, cost of marine petroleum products sold represents the total amount paid bythe Company to the physical supplier for marine petroleum products and the delivery thereof to theCompany's customer.

Revenues are also generated from voyage agreements of the Company's vessels. Under a voyagecharter the revenues and associated voyage costs are recognized over the duration of the voyage.A voyage is deemed to commence upon the later of the completion of discharge of the vessel'sprevious cargo or upon vessel arrival to the agreed upon port based on the terms of a voyagecontract and is not cancelable and voyage is deemed to end upon the completion of discharge ofthe delivered cargo.

The Company also recognizes other revenues which mainly derive from brokerage and agencyfees, throughput fees and storage fees. These revenues are recognized when services are performedand collectability is reasonably assured.

Operating expenses are accounted for on the accrual basis. The selling and distribution expensesgenerally represent indirect expenses incurred for selling and distribution and related to thedelivery of the products and services to the customers. The general and administrative expenses arepresented separately and represent the administrative cost of managing the Company such as theoffice administrative personnel, the maintenance of the Company's office property, equipment andother fixed assets and its depreciation, and all the general office expenses, professional fees, travelexpenses and utilities.

Repairs and Maintenance Repairs and Maintenance: All vessel repair and maintenance expenses, including drydockingcosts (representing only non-scheduled repairs and maintenance work undertaken on a vessel'sengine) and underwater inspections are expensed in the year incurred. Such costs are included inother operating expenses in the accompanying consolidated statements of income.

Income Taxes Income Taxes: The Company accounts for income taxes using the asset and liability method,as required by the generally accepted accounting principles for income taxes reporting. Underthis method, deferred income tax assets and liabilities are established for temporary differencesbetween the financial reporting basis and the tax basis of the Company's assets and liabilities at


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each period end corresponding to those jurisdictions subject to income taxes. Deferred tax assetsand liabilities are recognized for all temporary items and an offsetting valuation allowance isrecorded to the extent that it is not more likely than not that the asset will be realized. Deferred taxis measured based on tax rates and laws enacted at the balance sheet date in any jurisdiction.

Income tax regulations in the different countries in which the Company operates under which theCompany's uncertain income tax positions are determined could be interpreted differently resultingin tax obligations differing from those currently presented. In this sense, the income tax returns ofthe Company's primary tax jurisdictions remain subject to examination by related tax authorities.

Earnings per Common Share Earnings per Common Share: Basic earnings per common share are computed by dividing netincome available to common stockholders by the weighted average number of common sharesoutstanding during the year. Net income available to common stockholders is calculated as netincome less that amount allocable to non-vested share-based payment awards that contain rights toreceive non-forfeitable dividends or dividend equivalents and participate equally in undistributedearnings. Non-vested share-based payment awards have no contractual obligations to share in thelosses of the entity and are therefore excluded from the calculation of loss per share. Dilutedearnings per common share reflect the potential dilution that could occur if securities or othercontracts to issue common stock were exercised. Dilution has been computed by the treasurystock method whereby all of the Company's dilutive securities are assumed to be exercised andthe proceeds used to repurchase common shares at the weighted average market price of theCompany's common stock during the relevant periods. The incremental shares (the differencebetween the number of shares assumed issued and the number of shares assumed purchased) areincluded in the denominator of the diluted earnings per share computation. Non-vested sharesare included in the calculation of the diluted earnings per shares, based on the weighted averagenumber of non-vested shares assumed to be outstanding during the period.

Contingencies Contingencies: The Company accrues for a loss if the Company deems it probable that a liabilityhas been incurred at the date of the consolidated financial statements and the amount of that losscan be reasonably estimated. If the Company deems it reasonably possible that a liability has beenincurred, the nature of the contingency and an estimate of the amount of loss is disclosed in thenotes to the financial statements.

Financial Instruments Financial Instruments: The carrying amounts of the current financial assets and current financialliabilities reported in the consolidated balance sheets approximate their respective fair valuesbecause of the short term nature of these financial instruments. Cash and cash equivalents andrestricted cash are considered Level 1 items as they represent liquid assets with short-termmaturities. The fair value of the revolving credit facilities is estimated based on current ratesoffered to the Company for similar debt of the same remaining maturities. The carrying valueapproximates the fair market value for the floating rate loans and revolving credit facilities dueto their variable interest rate, being EURIBOR or LIBOR. LIBOR and EURIBOR rates areobservable at commonly quoted intervals for the full terms of the loans and hence floating rateloans are considered Level 2 items in accordance with the fair value hierarchy. The ConvertibleSenior Notes have a fixed rate and their estimated fair values were determined through Level 2inputs of the fair value hierarchy (quoted price in the over-the counter-market). The estimated fairvalue of the Convertible Senior Notes at December 31, 2016 and 2015, is $244,068 and $116,218,respectively, compared to a carrying value net of finance charges of $212,594 and $118,031,respectively.


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The Company enters into derivative contracts in order to mitigate the risk of market pricefluctuations in fuel and the interest rate risk deriving from its loan agreements. The derivativeinstruments are classified according to the guidance of the Accounting Standards Codification(ASC) for derivative instruments and hedging activities. The Company currently does not applyhedge accounting to its derivative instruments.

Interest Rate Swap: Changes in the estimated fair value of the interest rate swap are recognized ascomponents of interest and finance costs in the consolidated statement of income. The fair value ofthe contract is recorded in the Company's consolidated balance sheet in non-current liabilities.

Fuel Pricing Contracts: Changes in the estimated fair value of the fuel pricing contracts arerecognized as components of cost of revenue in the consolidated statement of income. The fairvalue of the outstanding fuel pricing contracts is presented in the Company's consolidated balancesheet in current assets/liabilities. The Company classifies cash flows related to derivative financialinstruments within cash used in operating activities in the consolidated statement of cash flows.

Foreign Currency Swaps: Changes in the estimated fair value of the foreign currency swaps arerecognized within Foreign exchange (losses) / gains, net in the consolidated statement of income.The fair value of the contract is split in the Company's consolidated balance sheet between currentand non-current liabilities with reference to the estimated period of settlement of the relevantliability.


Assets Held for Sale Assets Held for Sale: The Company classifies vessels as being held for sale when the followingcriteria are met: (i) management possessing the necessary authority has committed to a plan to sellthe vessels, (ii) the vessels are available for immediate sale in their present condition, (iii) an activeprogram to find a buyer and other actions required to complete the plan to sell the vessels havebeen initiated, (iv) the sale of the vessels is probable, and transfer of the asset is expected to qualifyfor recognition as a completed sale within one year and (v) the vessels are being actively marketedfor sale at a price that is reasonable in relation to their current fair value and actions required tocomplete the plan indicate that it is unlikely that significant changes to the plan will be made orthat the plan will be withdrawn. Vessels classified as held for sale are measured at the lower of theircarrying amount or fair value less cost to sell. These vessels are not depreciated once they meet thecriteria to be classified as held for sale. Furthermore, in the period a vessel meets the held for salecriteria in accordance with ASC Topic 360, Property, Plant and Equipment, a loss is recognized forany reduction of the vessel's carrying amount to its fair value less cost to sell.

Recent AccountingPronouncements


Derecognition of nonfinancial assets: In February 2017, the FASB issued ASU 2017- 05, "OtherIncome-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20):Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales ofNonfinancial Assets" ("ASU 2017-05"), which provides guidance on accounting for thederecognition of a nonfinancial asset or in an in substance nonfinancial asset that is not a business.The ASU defines an in substance nonfinancial asset and requires the application of certainrecognition and measurement principles in the new revenue recognition standard when an entityderecognizes nonfinancial assets and in substance nonfinancial assets, and the counterparty is not


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a customer. The new guidance is effective for fiscal years beginning after December 15, 2017and interim periods within those years. Early adoption is permitted. The guidance may be appliedretrospectively for all periods presented or retrospectively with a cumulative-effect adjustmentat the date of adoption. The Company is currently assessing the impact of ASU 2017-05 on itsconsolidated financial statements.

Intangibles: In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other(Topic 350): Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"). The updatesimplifies how an entity tests goodwill for impairment by eliminating the Step 2 requirementto compute the implied fair value of goodwill at the impairment testing date. The entity shouldcompare the fair value of a reporting unit with its carrying amount and recognize an impairmentcharge for the amount by which the carrying amount exceeds the reporting unit's fair value, not toexceed the total amount of goodwill allocated to that reporting unit. The amendment is effective forfiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019.Early adoption is permitted for goodwill impairment tests performed on testing dates after January1, 2017. The Company is currently assessing the impact of ASU 2017-04 on its consolidatedfinancial statements.

Business Combinations: In January 2017, the FASB issued Accounting Standard Update 2017-01,�Business Combinations� (�ASU 2017-01�) to clarify the definition of a business with theobjective of adding guidance to assist entities with evaluating whether transactions should beaccounted for as acquisition (or disposals) of assets or businesses. Under current implementationguidance the existence of an integrated set of acquired activities (inputs and processes that generateoutputs) constitutes an acquisition of business. This ASU provides a screen to determine when a setof assets and activities does not constitute a business. The screen requires that when substantiallyall of the fair value of the gross assets acquired (or disposed of) is concentrated in a singleidentifiable asset or a group of similar identifiable assets, the set is not a business. This update iseffective for public entities with reporting periods beginning after December 15, 2017, includinginterim periods within those years. The amendments of this ASU should be applied prospectivelyon or after the effective date. Early adoption is permitted, including adoption in an interim period(i) for transactions for which the acquisition date occurs before the issuance date or effectivedate of the ASU, only when the transaction has not been reported in financial statements thathave been issued or made available for issuance and (ii) for transactions in which a subsidiary isdeconsolidated or a group of assets is derecognized that occur before the issuance date or effectivedate of the amendments, only when the transaction has not been reported in financial statementsthat have been issued or made available for issuance. The Company is currently assessing theimpact of ASU 2017-01 on its consolidated financial statements.

Statement of Cash Flows - Restricted Cash: In November 2016, the FASB issued AccountingStandard Update 2016-18, �Statement of Cash Flows (Topic 230): Restricted Cash� ("ASU2016-18"). This Update addresses the classification and presentation of changes in restricted cashon the statement of cash flows under Topic 230, Statement of Cash Flows. The amendments areeffective for public business entities for fiscal years beginning after December 15, 2017, andinterim periods within those fiscal years. Early adoption is permitted for all entities. The Companyis currently assessing the impact of ASU 2016-18 on its consolidated financial statements.Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments: InAugust 2016, the FASB issued ASU 2016-15, �Statement of Cash Flows: Classification of CertainCash Receipts and Cash Payments�. This update addresses eight specific cash flow issues with the



objective of reducing the existing diversity in practice. The amendments are effective for publicbusiness entities for fiscal years beginning after December 15, 2017, and interim periods withinthose fiscal years. Early adoption is permitted for all entities. The Company is currently assessingthe impact of ASU 2016-15 on its consolidated financial statements.

Financial Instruments: In June 2016, the FASB issued ASU 2016-13, "FinancialInstruments�Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments"("ASU 2016-13"), which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financialinstruments, including trade receivables. The ASU 2016-13 is effective for public entities for fiscalyears beginning after December 15, 2019, with early adoption permitted. The Company is currentlyassessing the impact of ASU 2016-13 on the Company's consolidated financial statements.

Stock Compensation: In March 2016, the FASB issued ASU 2016-09, "Stock Compensation"("ASU 2016-09"), which is intended to simplify several aspects of the accounting for share-basedpayment award transactions. The guidance will be effective for the fiscal year beginning afterDecember 15, 2016, including interim periods within that year. The Company is currently assessingthe impact of ASU 2016-09 on the Company's consolidated financial statements.

Leases: In February 2016, the FASB issued ASU 2016-02 "Leases" ("ASU 2016-02") to increasetransparency and comparability among organizations by recognizing lease assets and leaseliabilities on the balance sheet and disclosing key information about leasing arrangements. ASU2016-02 creates a new Accounting Standards Codification Topic 842 "Leases" to replace theprevious Topic 840 "Leases." ASU 2016-02 affects both lessees and lessors, although for the latterthe provisions are similar to the previous model, but updated to align with certain changes to thelessee model and also the new revenue recognition provisions contained in ASU 2014-09 (seeabove). ASU 2016-02 is effective for fiscal years and interim periods beginning after December 15,2018. Early adoption is permitted. The Company is currently assessing the impact of ASU 2016-02on its consolidated financial position, results of operations and cash flows.

Measurement of Financial Assets and Liabilities: In January 2016, the FASB issued ASU2016-01 "Recognition and Measurement of Financial Assets and Financial Liabilities" (ASU2016-01") to enhance the reporting model for financial instruments to provide users of financialstatements with more decision-useful information. ASU 2016-01 particularly relates to the fairvalue and impairment of equity investments, financial instruments measured at amortized cost,and the use of the exit price notion when measuring the fair value of financial instruments fordisclosure purposes. ASU 2016-01 is effective for fiscal years and interim periods beginning afterDecember 15, 2017. Early adoption is only permitted for certain particular amendments withinASU 2016-01, where financial statements have not yet been issued. The Company is currentlyassessing the impact of ASU 2016-01 on its consolidated financial position, results of operationsand cash flows.

Measurement of Inventory: In July 2015, the FASB issued ASU 2015-11 "Simplifying theMeasurement of Inventory" ("ASU 2015-11") to reduce the complexity and cost of the subsequentmeasurement of inventory, in particular when using the first-in, first-out (FIFO) or average costmethods. The provisions of ASU 2015-11 specifically exclude inventory that is measured usingthe last-in, first-out (LIFO) or the retail inventory method. Entities should measure inventory



within the scope of ASU 2015-11 at the lower of cost and net realizable value. ASU 2015-11 iseffective for fiscal years and interim periods beginning after December 15, 2016. Early adoptionis permitted. The Company is currently assessing the impact of ASU 2015-10 on its consolidatedfinancial position, results of operations and cash flows.

Revenue from Contracts with Customers: In May 2014, the FASB issued Accounting StandardsUpdate No. 2014-9 "Revenue from Contracts with Customers" ("ASU 2014-09"), which willsupersede the current revenue recognition guidance and outlines a single comprehensive model forentities to use in accounting for revenue arising from contracts with customers. The core principleis that a company should recognize revenue when promised goods or services are transferred tocustomers in an amount that reflects the consideration to which an entity expects to be entitled forthose goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and,in doing so, more judgment and estimates may be required within the revenue recognition processthan are required under existing U.S. GAAP. The ASU 2014-09 was amended by ASU 2015-14"Revenue from Contracts with Customers: Deferral of the Effective Date" ("ASU 2015-014"),which was issued in August 2015. Public entities can now elect to defer implementation of ASU2014-09 to interim and annual periods beginning after December 15, 2017. Additionally, ASU2015-14 permits early adoption of the standard but not before the original effective date, i.e. annualperiod beginning after December 15, 2016. The standard permits the use of either the retrospectiveor cumulative effect transition method. In addition, in 2016, the FASB issued four amendments,which clarified the guidance on certain items such as reporting revenue as a principal versusagent, identifying performance obligations, accounting for intellectual property licenses, assessingcollectability and presentation of sales taxes. The Company is currently assessing the impact thatthe adoption of the new standard will have on its consolidated financial statements and associateddisclosures, and has not yet selected a transition method.

Going concern: In August 2014, the FASB issued ASU 2014-15 "Presentation of FinancialStatements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity'sAbility to Continue as a Going Concern", which provides guidance on determining when andhow to disclose going-concern uncertainties in the financial statements. The new standard requiresmanagement to perform interim and annual assessments of an entity's ability to continue as a goingconcern within one year of the date the financial statements are issued. The ASU applies to allentities and is effective for annual periods ending after December 15, 2016, and interim periodsthereafter, with early adoption permitted. The adoption of the new standard had no impact on theCompany's results of operations, financial position or cash flows.

Deferred taxes: In November 2015, FASB issued ASU 2015-17, �Income Taxes (Topic 740)- Balance Sheet Classification of Deferred Taxes�, which requires that deferred tax liabilitiesand assets be classified as noncurrent in a classified statement of financial position. The currentrequirement that deferred tax liabilities and assets of a tax-paying component of an entity beoffset and presented as a single amount is not affected by the amendments in this ASU. Forpublic business entities, the amendments in this ASU are effective for fiscal years beginning afterDecember 15, 2016, including interim periods within those fiscal years.



12 Months EndedBasis of Presentation(Tables) Dec. 31, 2016

Basis of Presentation [Abstract]Service Center Subsidiaries

Company NameJurisdiction ofIncorporation

Date ofIncorporation

Aegean Marine Petroleum LLC (the "UAEService Center")

United Arab Emirates 07/26/2000

Aegean Bunkering Gibraltar Ltd. (the"Gibraltar Service Center")

Gibraltar 08/07/1997

Aegean Bunkering Jamaica Ltd. (the"Jamaica Service Center")

Jamaica 11/25/2004

Aegean Bunkering (Singapore) Pte. Ltd. (the"Singapore Service Center")


ICS Petroleum Ltd (the "Vancouver ServiceCenter")

Canada 11/25/1985

ICS Petroleum (Montreal) Ltd (the"Montreal Service Center")

Canada 06/03/1986

Aegean Bunkering Trinidad Ltd. (the"Trinidad Service Center")

Trinidad & Tobago 02/20/2006

Aegean North West Europe NV ("ANWE",the "NW Europe Business Center")

Belgium 02/12/1986

Aegean Bunkering Combustibles LasPalmas S.A. (the "Canary Islands ServiceCenter"


Aegean Bunkering Morocco SARL AU (the"Tangier Service Center")

Morocco 05/28/2010

Aegean Bunkering (USA) LLC (the "USEast & West Coast Business Center")

USA 11/06/2013

Aegean Bunkering Germany BD&M GmbH(the "Hamburg Service Center")

Germany 12/02/2014

Aegean Bunkering Marine Services PTYLtd (the "South Africa Service Center")


Service Center Subsidiaries OwningCompanies Company Name

Service/Business

center

VesselName

YearBuilt

DateAcquired

Aegean BargesNV

NW Europe Colorado 2004 04/01/2010

Aegean North WestEurope NV

NW Europe Willem SR* 2006 04/01/2010

Aegean BargesNV

NW Europe Texas 2003 04/01/2010

Aegean BargesNV

NW Europe Montana 2011 05/26/2011

Aegean North WestEurope NV

NW Europe Florida* 2011 11/15/2011

Aegean Barges NV NW Europe New Jersey 2006 03/25/2014Vessel Owning Subsidiaries Vessel Details


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Company NameDate of

IncorporationVessel

NameYearBuilt

DateAcquired

Milos Shipping Pte. Ltd.("Milos")

11/23/2006 Milos 200706/29/2007

Serifos Shipping Pte. Ltd.("Serifos")

11/23/2006 Serifos 200711/20/2007

Kithnos Maritime Inc.("Kithnos")

01/28/2005 Kithnos 200711/30/2007

Mykonos I Maritime Ltd.("Mykonos I")

01/28/2005 Mykonos 200806/25/2008

Aegean Tanking S.A.(�Umnenga�)

07/12/2006 Umnenga 199303/23/2016

Santorini I Maritime Ltd.("Santorini I")

01/28/2005 Santorini 2008 09/26/2008

Eton Marine Ltd.("Eton")

12/21/2005 Patmos 2008 11/18/2008

Paros Maritime Inc.("Paros")

01/28/2005 Paros I 2008 11/25/2008

Kimolos Shipping Pte.Ltd. ("Kimolos")

01/28/2005 Kimolos 2008 03/04/2008

Kerkyra MarineS.A.("Kerkyra")

09/26/2006 Kerkyra 2009 07/29/2009

Tasman SeawaysInc.("Kalymnos")

12/21/2005 Kalymnos 2009 02/20/2009

Paxoi MarineS.A.("Paxoi")

09/26/2006 Paxoi 2009 11/20/2009

Ithaki Marine S.A.("Ithaki")

09/26/2006 Ithaki 2009 09/01/2009

Cephallonia Marine S.A. 09/26/2006 Kefalonia 2009 10/15/2009ICS Petroleum Ltd.("ICS")

05/24/1985 PT22 2001 05/29/2009

Ios Marine Inc.("Lefkas")

02/21/2007 Lefkas 2010 03/16/2010

Andros Marine Ltd.("Andros")

02/21/2007 Andros 2010 02/05/2010

Zakynthos Marine S.A.("Zakynthos")

09/27/2006 Zakynthos 2010 01/20/2010

Kythira Marine S.A.("Kythira")

09/26/2006 Kythira 2010 04/30/2010

Dilos Marine Inc.("Dilos")

02/21/2007 Dilos 2010 05/05/2010

Benmore Services S.A.("Benmore")

12/21/2005 Nisyros 2010 06/01/2010

Santon Limited("Santon")

01/10/2006 Leros 2010 09/03/2010

Kassos Navigation S.A.("Kassos")

02/14/2008 Kassos 2010 10/29/2010

Tilos Shipping Pte Ltd.("Tilos")

02/14/2011 Tilos 2011 03/28/2011



Sifnos Marine Inc.("Anafi")

02/21/2007 Anafi 201104/06/2011

Halki Navigation S.A.("Halki")

02/14/2008 Halki 201107/28/2011

Aegean VII ShippingLtd.

09/07/2005 Sikinos 201108/11/2011

Symi Navigation S.A. 02/14/2008 Symi 2012 04/11/2012Amorgos Maritime Inc.("Amorgos")

01/28/2005 Amorgos 200712/21/2007

ICS Petroleum Ltd.("ICS")

05/24/1985 PT40 201405/01/2015

Ios Shipping Ltd. 11/14/2012 Ios I 2010 09/08/2010Vessel Maritime Companies WithOperating Vessels In Greece

Vessel Details

Company NameDate of


YearBuilt

Date Acquired

Aegean Tiffany MaritimeCompany

01/23/2009 AegeanTiffany

2004 07/07/2004

Aegean Breeze MaritimeCompany

01/23/2009 AegeanBreeze I

2004 07/07/2004

Aegean Rose MaritimeCompany

12/02/2002 Aegean Rose 1988 01/21/2003

Aegean Ship III MaritimeCompany

06/23/2008 Aegean III 1990 07/08/2008

Aegean Ship VIIIMaritime Company

06/23/2008 Aegean VIII 1989 07/08/2008

Aegean Ace MaritimeCompany

01/26/2009 Aegean Ace 1992 03/23/2009

Aegean MaistrosMaritime Company

11/21/2007 Aegean Orion 1991 09/07/2009

Aegean Gas MaritimeCompany

07/24/2001 Mediterranean 1982 02/28/2010

Sealand Navigation Inc. 04/27/2011 Karpathos 2010 07/12/2010Tinos Marine Inc.("Syros")

02/21/2007 Syros 2008 04/21/2008

Tempest ShiptradeLtd. ("Naxos")

05/07/2014 Naxos 2009 01/07/2009

Other Companies With Material AssetsAnd / Or Liabilities

Company NameDate of


Incorporation ActivityAegean Investments S.A.("Aegean Investments")


Holding company

Aegean Holdings S.A.("Aegean Holdings")


Holding company

Aegean Oil (USA), LLC("Aegean USA")

04/07/2005 United States Marketing office

Aegean PetroleumInternational Inc.


Fuel commerce


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AMPNI Holdings Co Limited("AMPNI Holdings")

02/02/2009 Cyprus Holding company

Aegean Caribbean HoldingsInc.

01/07/2009 Saint Lucia Holding company

Caribbean Renewable EnergySources Inc.

02/02/2007 British VirginIslands

Asset owner

Aegean Oil TerminalCorporation


Oil Terminal Facilityowner and operator

Revisions Due To Adoption OfAccounting Policy


Long-termDebt

(In thousands)Amount as previously presented, before adoption ofASU 2015-03

$ 31,652 $ 440,765

Deferred debt issuance costs (6,645) (6,645


Revision of Previously-Issued FinancialStatements

As of and for the year ended December 31, 2015As previously

presentedAdjustment As revised

CONSOLIDATEDBALANCE SHEETSAccrued and other currentliabilities

$38,621

$4,639

$43,260

Total current liabilities389,109 4,639 393,748

Retained earnings256,271

(4,639)251,632

Total AMPNI stockholders'equity

621,526(4,639)

616,887

Total equity $621,526

$ (4,639) $616,887

CONSOLIDATEDSTATEMENTS OFINCOMEIncome taxes $ (3,446) $ (1,039) $ (4,485)

Net Income35,880

(1,039)34,841

Net income attributed toAMPNI shareholders

$35,880

$ (1,039) $34,841

Basic earnings per commonshare

$0.73

$ (0.02) $0.71

Diluted earnings percommon share

$0.73

$ (0.02) $0.71


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CONSOLIDATED STATEMENTS OFSTOCKHOLDERS' EQUITYBALANCE, December 31,2014/ Retained Earnings

$224,317

$ (3,600) $220,717

Net income/ RetainedEarnings

35,880$ (1,039) $

34,841

BALANCE, December 31,2015/ Retained Earnings

$256,271

(4,639)251,632

CONSOLIDATEDSTATEMENTS OFCASH FLOWSCash flows from operatingactivities:

Net income $35,880

$ (1,039) $34,841

Increase / (Decrease) in:Accrued and other currentliabilities

$ (11,091) $1,039

$ (10,052)

For the year ended December 31, 2014As previously

presentedAdjustment As revised

CONSOLIDATEDSTATEMENTS OFINCOMEIncome taxes $ (464) $ (1,500) $ (1,964)

Net Income17,639

(1,500)16,139

Net income attributed toAMPNI shareholders

$17,590

$ (1,500) $16,090

Basic earnings per commonshare

$0.37

$ (0.03) $0.34

Diluted earnings percommon share

$0.37

$ (0.03) $0.34

CONSOLIDATEDSTATEMENTS OFCASH FLOWSCash flows from operatingactivities:

Net income $17,639

$ (1,500) $16,139

Increase / (Decrease) in:Accrued and other currentliabilities

$ 9,866 $ 1,500 $ 11,366



12 Months EndedSignificant AccountingPolicies (Tables) Dec. 31, 2016

Significant Accounting Policies [Abstract]Allowances for doubtful accounts Allowances

fordoubtfulaccounts





Depreciation rates Buildings 40 yearsStorage Facilities Lease terminationFurniture & Fittings 5 yearsMachinery & Equipment 5 yearsComputers 3 yearsVehicles 5 years


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12 Months EndedTransactions with RelatedParties (Tables) Dec. 31, 2016

Transactions with RelatedParties [Abstract]Transactions with RelatedParties

Sales ofMarine

PetroleumProducts-

relatedcompanies*

VoyageRevenues*

OtherRevenues*

Cost ofMarine

PetroleumProducts-

relatedcompanies

Cost ofvoyage



Interestand

FinanceCost

a) AegeanOil S.A.

$ 654 $ 5,889 $ - $ 63,750 $ 180 $ 711 $ -$

-

b) AegeanShippingManagementS.A.

1,490 - - - - - - -

c) Gener8MaritimeInc.

6,074 - - - - - 200 -

d) UniqueTankersLLC

- - - - - - - -

e) MelcoS.A.

- - - 124 - - - -

f) Aegean V - - - - - - - -g) AegeanVIII

- 5,275 - - - - - -

h) GradyPropertiesCorp. SA

- - - - - - - 215

i) Other 947 103 230 - - - 886 -Total $ 9,165 $ 11,267 $ 230 $ 63,874 $ 180 $ 711 $ 1,086 $ 215

Due fromrelated

companies



Short-term borrowings fromrelated companies

a) Aegean Oil $ 8,212 $ 7,941 $ 31 $ -b) AegeanShippingManagement

28 2,487 - -

c) Gener8Maritime

- - - -

d) UniqueTankers

- - - -

e) Melco - - 25 -f) Aegean V 100 - - -g) Aegean VIII 11 - - -h) GradyPropertiesCorp. SA

- - - 20,000

i) Other 1,197 1,081 1,288 -


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Total $ 9,548 $ 11,509 $ 1,344 $ 20,000


Sales ofMarine

PetroleumProducts-

relatedcompanies*

VoyageRevenues*

OtherRevenues*

Cost ofMarine

PetroleumProducts-

relatedcompanies

Cost ofvoyage


a) Aegean Oil $ - $ 2,732 $ - $ 133,985 $ 180 $ 781b) Aegean ShippingManagement

1,724 - - - - -

c) Gener8 Maritime 7,570 - - 233 - -d) Unique Tankers 1,247 - - - - -e) Melco - - 150 2,739 - -f) Aegean V - - - - - -g) Aegean VIII - 5,345 - - - -h) Grady Properties Corp.SA

- - - - - -

i) Other 1,192 98 - - - -Total $ 11,733 $ 8,175 $ 150 $ 136,957 $ 180 $ 781

Due fromrelated

companies





Sales ofMarine

PetroleumProducts-

relatedcompanies*

VoyageRevenues*

OtherRevenues*

Cost ofMarine

PetroleumProducts-

relatedcompanies

Cost ofvoyage


a) Aegean Oil $ - $ - $ - $ 342,666 $ 1,362 $ 1,700b) Aegean ShippingManagement

7,653 - 41 1,430 - -



c) Gener8 Maritime 7,190 - - 1,542 - -d) Unique Tankers 9,858 - - - - -e) Melco 3,709 - - 5,888 - -f) Aegean V - 1,809 - - - -g) Aegean VIII - 3,352 - - - -h) Grady Properties Corp.SA

- - - - - -

i) Other 2,838 107 - - - -Total $ 31,248 $ 5,268 $ 41 $ 351,526 $ 1,362 $ 1,700




12 Months EndedInventories (Tables) Dec. 31, 2016Inventories [Abstract]Schedule of Inventories December 31,

2016 2015Held for sale:

Marine Fuel Oil $155,004 $ 82,076Marine Gas Oil 30,336 30,529



2,426 1,926Total $187,766 $114,531


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12 Months EndedPrepayments and OtherCurrent Assets (Tables) Dec. 31, 2016

Prepayments And Other Current Assets [Abstract]Prepayments and Other Current Assets December 31,

2016 2015Taxes receivable $ 6,778 $ 5,517Receivables from storage facilities 1,692 2,599Receivables from voyages 395 966Prepayments to fuel suppliers 50,151 92,372Derivative asset 21,077 -Prepaid vessel expenses 4,684 6,058Other prepayments and current assets 11,108 8,492

Total $95,885 $116,004


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12 Months EndedVessels (Tables) Dec. 31, 2016Vessels [Abstract]Schedule of vessels

VesselCost

AccumulatedDepreciation

NetBookValue

Balance, December 31, 2014 $473,388 $ (92,196) $381,192- Vessels acquired and delivered 7,294 - 7,294- Vessels sold (336) 157 (179)- Depreciation for the year - (17,289) (17,289)Balance, December 31, 2015 480,346 (109,328) 371,018- Vessels acquired and delivered 8,667 - 8,667- Vessels sold (31,612) 18,377 (13,235)- Depreciation for the year - (16,475) (16,475)Balance, December 31, 2016 $457,401 $ (107,426) $349,975


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12 Months EndedOther Fixed Assets (Tables) Dec. 31, 2016Other Fixed Assets[Abstract]Other Fixed Assets

Land BuildingsStorageFacility

OtherTotal

Cost, December 31, 2014 $ 9,036 $ 3,459 $ 226,067 $ 21,118 $259,680- Additions - - 843 771 1,614- Disposals - - - (306) (306)Cost, December 31, 2015 9,036 3,459 226,910 21,583 260,988

- Additions - - - 177 177- Disposals - - - (160) (160)Cost, December 31, 2016 9,036 3,459 226,910 21,600 261,005

Accumulated depreciation, December31, 2014 - 602 415 4,895 5,912- Depreciation expense - 122 5,176 3,212 8,510- Disposals - - - (217) (217)Accumulated depreciation, December31, 2015 - 724 5,591 7,890 14,205- Depreciation expense - 125 5,181 3,160 8,466- Disposals - - - (146) (146)Accumulated depreciation, December31, 2016 - 849 10,772 10,904 22,525

Net book value, December 31, 2015 9,036 2,735 221,319 13,693 246,783

Net book value, December 31, 2016 $ 9,036 $ 2,610 $ 216,138 10,696 $238,480


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12 Months EndedDeferred Charges (Tables) Dec. 31, 2016Deferred Charges [Abstract]Schedule of Deferred Charges

DrydockingFinancing



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12 Months EndedIntangible assets (Tables) Dec. 31, 2016Goodwill and intangible assets[Abstract]Intangible assets Concession

AgreementsNon-compete

covenant Total

CostDecember 31,

2015$ 12,025 $ 3,365 $ 15,390

December 31,2016

12,025 3,365 15,390

AccumulatedAmortization

December 31,2015

(3,639) (2,973) (6,612)

December 31,2016

(4,317) (3,365) (7,682)

NBVDecember 31,

20158,386 392 8,778

December 31,2016

7,708 - 7,708

2017 676 - 6762018 676 - 676

AmortizationSchedule

2019 676 - 676

2020 678 - 6782021 676 - 676

Thereafter $ 4,326 $ - $ 4,326


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12 Months EndedAccrued and other currentliabilities -(Tables) Dec. 31, 2016

Payables And Accruals [Abstract]Accrued and other liabilities December 31,

2016 2015Revised

Accrued payroll $ 3,821 $ 2,992Accrued interest 1,683 2,919Accrued tax 7,872 5,982Customer prepayments 146 1,303Derivative liability - 9,981Accrued and other liabilities of vessels 9,914 8,604Accrued storage cost 5,158 3,502Deferred revenue 1,651 1,045Other 7,190 6,932

Total $37,435 $ 43,260


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12 Months EndedShort-term Borrowings(Tables) Dec. 31, 2016

Short-term Borrowings [Abstract]Short-term borrowings


December31,

2016

December31,

2015Loan Facility:a) Revolving overdraft credit facility dated 5/6/2015 $ - $ 5,356b) Security agreement dated 8/9/2016 85,000 80,000c) Borrowing base facility agreement dated 9/16/2016 176,154 164,141d) Overdraft deposit accounts 205 -

Total short-term borrowings $ 261,359 $ 249,497


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12 Months EndedLong-term Debt (Tables) Dec. 31, 2016Long-term Debt [Abstract]Long-term debt December 31,

2016 2015(a) Serifos, Kithnos, Santorini, Paros, Naxos $ 15,520 $ 17,780(b) Milos, Amorgos, Kimolos, Syros, Mykonos 8,620 11,420(c) Eton, Benmore and Ingram 14,555 16,043(d) Tasman and Santon 8,705 9,929(e) Kerkyra, Ithaki, Kefalonia, Paxoi, Zakynthos, Lefkas, Kythira 39,090 42,518(f) Andros, Dilos, Ios, Sifnos, Tinos 16,854 21,128(g) Kassos, Tilos, Halki, Symi 21,663 23,627(h) Aegean III, VIII - 341(i) Aegean Barges 679 977(j) Seatra 3,685 4,233

(k)Overdraft facility under senior secured credit facility dated 3/21/2014 3,230 3,786

(l) Senior convertible notes due 2018 87,923 120,569(m) Senior convertible notes due 2021 130,342 -(n) Trade credit facility dated 9/16/2016 75,000 75,000(o) Term loan facility agreement dated 10/7/2015 112,324 119,812(p) Secured term loan dated 3/21/2016 7,042 -

Less: Deferred financing costs (8,960) (6,645)Total 536,272 460,518Less: Current portion (33,495) (26,398)Long-term portion $ 502,777 $ 434,120

Principal payments Amount2017 $ 33,4952018 214,5452019 78,4182020 41,0472021 169,866Thereafter 34,146Total principal payments 571,517Less: Unamortized portion of notes' discount (26,285)Total long-term debt $ 545,232


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12 Months EndedDerivatives and fair valuemeasurements (Tables) Dec. 31, 2016

Derivatives and fair value measurements[Abstract]Interest Rate Swap Information As of December 31, 2016

InterestRate Index

PrincipalAmount

FairValue/


(Liability)

Weighted-average

remainingterm

FixedInterest

RateU.S. Dollar-denominatedInterest RateSwap

Euribor $ 3,685 $ (399) 9.25 2.35%

U.S. Dollar-denominatedInterest RateSwap

Libor 75,000 1,463 4.43 1.39%


Libor 75,000 1,608 4.42 1.35%


Libor $ 75,000 $ 2,970 4.52 0.95%


InterestRate Index

PrincipalAmount

FairValue/


(Liability)

Weighted-average

remainingterm

FixedInterest

RateU.S. Dollar-denominatedInterest RateSwap

Euribor $ 4,233 $ (420) 10.25 2.35%

Derivative Instruments Fair Value Balance SheetLocation and Effect and Location of DerivativeInstruments Consolidated Statements of Income

As of December31,

Assets/(Liabilities)Balance SheetLocation 2016 2015

Fuel pricing contracts Derivative asset, current $ - $22,416


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Fuel pricing contractsDerivative liability,current (12,408) -

Currency contractsDerivative liability,current (95) -

Currency contractsDerivative liability, non-current (588) -

Interest rate swapsDerivative asset, non-current 6,041 -

Interest rate swapsDerivative liability, non-current (399) (420)

Total, net $ (7,449) $21,996

Statements of IncomeFor the year ended

December 31,Income/ (loss) Location 2016 2015 2014

Fuel pricingcontracts

Cost of revenue- third-parties $ (70,213) 45,782 $50,472

Currency contractsForeign exchangelosses, net (683) - -

Interest ratecontracts

Interest andfinance costs 6,062 62 (250)

Total $(64,834) 45,844 $50,222Offseting of fuel pricing contracts

GrossAmounts

ofRecognizedLiabilities

GrossAmounts ofRecognized

Assets

Net Amountspresented inthe Balance

SheetAsset /

(Liability)December 31,2016

$ (33,497) $ 21,089 $ (12,408)

December 31,2015

$ (24,533) $ 46,949 $ 22,416

Fair value measurementsFair value measurements at

December 31, 2016

Assets/(Liabilities) Total

Quotedprices in

activemarkets(Level

1)

Significantother

observableinputs

(Level 2)


inputs(Level 3)

Interest rate swap $ (399) $ - $ (399) $ -Interest rate swap 6,041 6,041Currency contracts (683) (683)Fuel pricingcontracts (12,408) - (12,408) -


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Total $ (7,449) $ - $ (7,449) $ -



Quotedprices in

activemarkets(Level

1)

Significantother

observableinputs

(Level 2)


3)Interest Rate Swap $ (420) $ - $ (420) $ -Fuel pricingcontracts 22,416 - 22,416 -

Total $21,996 $ - $ 21,996 $ -



12 Months EndedCommitments andContingencies (Tables) Dec. 31, 2016

Commitments and Contingencies[Abstract]Lease Commitments - Minimum annualpayments

2017 $ 39,0662018 24,3602019 11,1682020 10,7282021 10,688

Thereafter 124,670Total minimum annual payments under all non-cancelable operatingleases $220,680


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12 Months EndedRevenues and Cost ofRevenues (Tables) Dec. 31, 2016

Revenues And Cost Of Revenues [Abstract]Revenues and Cost of Revenues For the Year Ended December 31,

2016 2015 2014

Sales of marine petroleum products $3,996,642 $4,155,502 $6,590,998Voyage revenues 26,870 28,780 30,410Other revenues 52,707 47,372 40,393Total Revenues 4,076,219 4,231,654 6,661,801

Cost of marine petroleum products 3,670,542 3,853,450 6,286,453Cost of voyage revenues 14,974 14,827 14,729Cost of other revenues 37,219 31,548 23,525Total Cost of Revenues $3,722,735 $3,899,825 $6,324,707


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12 Months EndedSelling and Distribution(Tables) Dec. 31, 2016

Selling and Distribution [Abstract]Selling And Distribution Year Ended December 31,

2016 2015 2014

Salaries $ 53,507 $ 52,576 $ 57,550Depreciation 14,029 14,990 16,174Vessel hire charges 22,368 26,422 30,033Amortization of dry-docking costs 5,995 5,833 5,174Vessel operating expenses 29,657 29,117 33,447Bunkers consumption 12,557 16,421 26,464Storage costs 43,134 39,790 31,686Broker commissions 4,858 5,789 4,584Provision for doubtful accounts 2,197 1,992 3,229Other 13,964 12,148 12,489Selling and Distribution expenses $202,266 $205,078 $220,830


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12 Months EndedGeneral and Administrative(Tables) Dec. 31, 2016

General and Administrative [Abstract]General and Administrative Year Ended December 31,

2016 2015 2014

Salaries $22,575 $19,480 $17,616Depreciation 2,908 2,977 2,312Office Expenses 24,274 20,861 18,171General and Administrative expenses $49,757 $43,318 $38,099


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12 Months EndedInterest and Finance Costs(Tables) Dec. 31, 2016

Interest and Finance costs[Abstract]Interest and Finance Costs Year Ended December 31,

2016 2015 2014Interest incurred on long-term debt (Note 13) $ 17,224 $ 15,455 $ 14,924Interest incurred on short-term borrowings (Note 12) 7,561 6,917 13,340Servicing fees on factoring (Note 3) 466 667 1,298Amortization of financing fees (Note 9) 5,616 6,028 4,455Amortization of convertible notes discount (Note 13) 4,610 4,082 2,297Bank commissions, commitment fees and other charges 6,144 4,530 6,582Interest rate swaps (Note 14) (5,539) - -Loss on partial extinguishment of convertible seniornotes 417 - -Interest on lease payments - - 6Capitalized interest - (71) (9,004)Total $ 36,499 $ 37,608 $ 33,898


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12 Months EndedEquity Incentive Plan(Tables) Dec. 31, 2016

Equity Incentive Plan [Abstract]Schedule of non-vested shares and weighted averagegrant date fair value

NonvestedStock

WeightedAverageGrantDate

MarketPrice

At December 31, 2014 1,849,749 $ 8.51Granted 1,141,000 12.88Vested (1,023,266) 8.91Forfeited (1,500) 8.37At December 31, 2015 1,965,983 11.05Granted 1,316,000 6.60Vested (1,479,156) 8.85Forfeited (20,000) 12.93At December 31, 2016 1,782,827 $ 9.21

Schedule of unrecognized compensation cost Amount2017 $ 4,8452018 1,8822019 299

$ 7,026


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12 Months EndedEarnings per CommonShare (Tables) Dec. 31, 2016

Earnings Per Common Share[Abstract]Earnings Per Common Share Year Ended December 31,

2016 2015 2014


Less: Dividends declared and undistributed earningsallocated to unvested shares (2,078) (1,392) (627)Basic income available to common stockholders $ 49,793 $ 33,449 $ 15,463

Basic weighted average number of common sharesoutstanding 44,919,189 47,271,582 46,271,716

Diluted weighted average number of common sharesoutstanding 44,919,189 47,271,582 46,271,716



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12 Months EndedIncome Taxes (Tables) Dec. 31, 2016Tax components Year Ended December 31,

2016 2015 2014Current tax expense $ (2,921) $ (2,097) $ (2,053)Net deferred tax (expense) / benefit (1,437) (2,388) 89Income tax expense $ (4,358) $ (4,485) $ (1,964)

Tax reconciliation Year Ended December 31,2016 2015 2014

Income tax (expense) / benefit on profit before tax at statutoryrates $ (20) $ (3,145) $ 1,017Valuation allowance (3,590) - -Effect of permanent differences (748) (1,340) (2,981)Total tax expense $ (4,358) $ (4,485) $ (1,964)

AB USA'sTax components Year Ended December 31,

2016 2015 2014Current tax expense $ (2,618) $ (10) $ (56)Deferred tax benefit / (expense) 2,537 (2,420) -Income tax provision $ (81) $ (2,430) $ (56)

Effective tax rate 2.7% 28.26% 3.19%Tax reconciliation Year Ended December 31,

2016 2015 2014Income tax on profit before tax at statutory rate $ 1,190 $ (3,410) $ (29)Effect of permanent differences (1,271) 980 (27)Total tax expense Reconciliation $ (81) $ (2,430) $ (56)

Deferred tax assets / liabilitiesYear Ended December 31,

2016 2015 2014Deferred tax assets:Inventory adjustments and others $ 2,254 $ - $ -Federal net operating loss - 2,102 -Total deferred assets $ 2,254 $ 2,102 $ -



ABASTax components Year Ended December 31,

2016 2015 2014Current tax expense $ - $ - $ -


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Deferred tax expense (1,183) (551) (458)Income tax expense $ (1,183) $ (551) $ (458)

Effective tax rate 1,105.61% 26.34% 25.46%Tax reconciliation Year Ended December 31,

2016 2015 2014Income tax expense on result before tax at statutory rate $ (151) $ (589) $ (506)Effect of permanent differences (10) 38 48Valuation allowance (1,022) - -Total tax expense Reconciliation $ (1,183) $ (551) $ (458)

Deferred tax assets / liabilities Year Ended December 31,2016 2015 2014


Aegean NWETax components Year Ended December 31,


Current tax benefit / (expense) $ (150) $ (1,339) $ (1,663)Deferred tax (expense) / benefit (3,062) 583 547Income tax (expense) / benefit $ (3,212) $ (756) $ (1,116)



Income tax on profit before tax at statutory rate $ (649) $ 1,109 $ 1,735Effect of permanent differences (5) (1,865) (2,851)Valuation allowance (2,558) - -Total tax expense reconciliation $ (3,212) $ (756) $ (1,116)




ICSTax components Year Ended December 31,

2016 2015 2014Current tax benefit / (expense) $ 40 $ (607) $ (334)


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Deferred tax expense - - -Income tax benefit / (expense) $ 40 $ (607) $ (334)


2016 2015 2014Income tax on profit before tax at statutory rate $ (218) $ (184) $ (183)Effect of permanent differences 258 (423) (151)Total tax benefit / (expense) reconciliation $ 40 $ (607) $ (334)

U.S., Greece and RussiaTax components Year Ended December 31,


Effective tax rate 44.83% 59.49% -%Tax reconciliation Year Ended December 31,

2016 2015 2014Income tax on profit before tax at statutory rate $ (52) $ (71) $ -Effect of permanent differences 130 (70) -Total tax benefit / (expense) reconciliation $ 78 $ (141) $ -




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12 Months EndedBasis of Presentation -Service Center Vessels

(Table) (Details) Dec. 31, 2016

ColoradoVessel detailsYear Built 2004Date Acquired Apr. 01, 2010Willem SRVessel detailsYear Built 2006 [1]

Date Acquired Apr. 01, 2010TexasVessel detailsYear Built 2003Date Acquired Apr. 01, 2010MontanaVessel detailsYear Built 2011Date Acquired May 26, 2011FloridaVessel detailsYear Built 2011 [1]

Date Acquired Nov. 15, 2011New JerseyVessel detailsYear Built 2006Date Acquired Mar. 25, 2014[1] 10% of ownership


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3 Months Ended 12 Months EndedBasis of Presentation -Operating Vessels (Table)

(Details) Mar. 23, 2016 Dec. 31, 2016

MilosVessel detailsYear Built 2007Date Acquired Jun. 29, 2007SerifosVessel detailsYear Built 2007Date Acquired Nov. 20, 2007KithnosVessel detailsYear Built 2007Date Acquired Nov. 30, 2007MykonosVessel detailsYear Built 2008Date Acquired Jun. 25, 2008UmnengaVessel detailsYear Built 1993 1993Size (dwt) 66,895Date Acquired Mar. 23, 2016SantoriniVessel detailsYear Built 2008Date Acquired Sep. 26, 2008PatmosVessel detailsYear Built 2008Date Acquired Nov. 18, 2008Paros IVessel detailsYear Built 2008Date Acquired Nov. 25, 2008KimolosVessel detailsYear Built 2008Date Acquired Mar. 04, 2008KerkyraVessel detailsYear Built 2009


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Date Acquired Jul. 29, 2009KalymnosVessel detailsYear Built 2009Date Acquired Feb. 20, 2009PaxoiVessel detailsYear Built 2009Date Acquired Nov. 20, 2009IthakiVessel detailsYear Built 2009Date Acquired Sep. 01, 2009KefaloniaVessel detailsYear Built 2009Date Acquired Oct. 15, 2009PT22Vessel detailsYear Built 2001Date Acquired May 29, 2009LefkasVessel detailsYear Built 2010Date Acquired Mar. 16, 2010AndrosVessel detailsYear Built 2010Date Acquired Feb. 05, 2010ZakynthosVessel detailsYear Built 2010Date Acquired Jan. 20, 2010KythiraVessel detailsYear Built 2010Date Acquired Apr. 30, 2010DilosVessel detailsYear Built 2010Date Acquired May 05, 2010NisyrosVessel detailsYear Built 2010


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Date Acquired Jun. 01, 2010LerosVessel detailsYear Built 2010Date Acquired Sep. 03, 2010KassosVessel detailsYear Built 2010Date Acquired Oct. 29, 2010TilosVessel detailsYear Built 2011Date Acquired Mar. 28, 2011AnafiVessel detailsYear Built 2011Date Acquired Apr. 06, 2011HalkiVessel detailsYear Built 2011Date Acquired Jul. 28, 2011SikinosVessel detailsYear Built 2011Date Acquired Aug. 11, 2011SymiVessel detailsYear Built 2012Date Acquired Apr. 11, 2012AmorgosVessel detailsYear Built 2007Date Acquired Dec. 21, 2007PT40Vessel detailsYear Built 2014Date Acquired May 01, 2015Ios IVessel detailsYear Built 2010Date Acquired Sep. 08, 2010


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12 Months EndedBasis of Presentation -Operating Vessels in Greece


Aegean TiffanyVessel detailsYear Built 2004Date Acquired Jul. 07, 2004Aegean Breeze IVessel detailsYear Built 2004Date Acquired Jul. 07, 2004Aegean RoseVessel detailsYear Built 1988Date Acquired Jan. 21, 2003Aegean IIIVessel detailsYear Built 1990Date Acquired Jul. 08, 2008Aegean VIIIVessel detailsYear Built 1989Date Acquired Jul. 08, 2008Aegean AceVessel detailsYear Built 1992Date Acquired Mar. 23, 2009Aegean OrionVessel detailsYear Built 1991Date Acquired Sep. 07, 2009MediterraneanVessel detailsYear Built 1982Date Acquired Feb. 28, 2010KarpathosVessel detailsYear Built 2010Date Acquired Jul. 12, 2010SyrosVessel detailsYear Built 2008Date Acquired Apr. 21, 2008


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NaxosVessel detailsYear Built 2009Date Acquired Jan. 07, 2009


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Basis of Presentation - DebtIssuance Costs (Table)

(Details) - USD ($)$ in Thousands

Dec. 31, 2016 Dec. 31, 2015 Dec. 31, 2014

Deferred charges, net $ 19,748 $ 25,007 $ 23,972Long-term Debt 502,777 434,120Deferred debt issuance costs (8,960) (6,645)Long-term Debt $ 571,517Amount as previously presented, before adoption of ASU 2015-03Deferred charges, net 31,652Long-term Debt 440,765Amount as restated, after adoption of ASU 2015-03Deferred charges, net 25,007Long-term Debt 434,120Long-term DebtDeferred debt issuance costs (6,645)Deferred charges, netDeferred debt issuance costs $ (6,645)


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Basis of Presentation -Revision of Previously Issued

Financial Statements -Balance Sheet (Table)


Dec. 31, 2016 Dec. 31, 2015 Dec. 31, 2014 Dec. 31, 2013

CONSOLIDATED BALANCE SHEETSAccrued and other current liabilities $ 37,435 $ 43,260Total current liabilities 497,712 393,748Retained earnings 200,231 251,632Total AMPNI stockholders' equity 589,533 616,887Total equity $ 589,591 616,887 $ 563,816 $ 541,646As previously presentedCONSOLIDATED BALANCE SHEETSAccrued and other current liabilities 38,621Total current liabilities 389,109Retained earnings 256,271Total AMPNI stockholders' equity 621,526Total equity 621,526AdjustmentCONSOLIDATED BALANCE SHEETSAccrued and other current liabilities 4,639Total current liabilities 4,639Retained earnings (4,639)Total AMPNI stockholders' equity (4,639)Total equity $ (4,639)


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12 Months EndedBasis of Presentation -Revision of Previously Issued

Financial Statements -Statements of Income (Table)

(Details) - USD ($)$ / shares in Units, $ in

Thousands

Dec. 31, 2016 Dec. 31, 2015 Dec. 31, 2014

CONSOLIDATED STATEMENTS OF INCOMEIncome taxes (Note 23) $ (4,358) $ (4,485) $ (1,964)Net Income 51,929 34,841 16,139Net income attributed to AMPNI shareholders $ 51,871 $ 34,841 $ 16,090Basic earnings per common share $ 1.11 $ 0.71 $ 0.34Diluted earnings per common share $ 1.11 $ 0.71 $ 0.34As previously presentedCONSOLIDATED STATEMENTS OF INCOMEIncome taxes (Note 23) $ (3,446) $ (464)Net Income 35,880 17,639Net income attributed to AMPNI shareholders $ 35,880 $ 17,590Basic earnings per common share $ 0.73 $ 0.37Diluted earnings per common share $ 0.73 $ 0.37AdjustmentCONSOLIDATED STATEMENTS OF INCOMEIncome taxes (Note 23) $ (1,039) $ (1,500)Net Income (1,039) (1,500)Net income attributed to AMPNI shareholders $ (1,039) $ (1,500)Basic earnings per common share $ (0.02) $ (0.03)Diluted earnings per common share $ (0.02) $ (0.03)


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Financial Statements -Statements of Stockholders

Equity (Table) (Details) -USD ($)

$ in Thousands

Dec. 31, 2016 Dec. 31, 2015 Dec. 31, 2014

Retained EarningsBALANCE, value $ 616,887 $ 563,816 $ 541,646Net income 51,929 34,841 16,139BALANCE, value 589,591 616,887 563,816As previously presentedRetained EarningsBALANCE, value 621,526Net income 35,880 17,639BALANCE, value 621,526AdjustmentRetained EarningsBALANCE, value (4,639)Net income (1,039) (1,500)BALANCE, value (4,639)Retained EarningsRetained EarningsBALANCE, value 251,632 220,717 207,030Net income 51,871 34,841 16,090BALANCE, value 200,231 251,632 220,717Retained Earnings | As previously presentedRetained EarningsBALANCE, value 256,271 224,317Net income 35,880BALANCE, value 256,271 224,317Retained Earnings | AdjustmentRetained EarningsBALANCE, value $ (4,639) (3,600)Net income (1,039)BALANCE, value $ (4,639) $ (3,600)


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Financial Statements -Statements of Cash Flow

(Table) (Details) - USD ($)$ in Thousands

Dec. 31, 2016 Dec. 31, 2015 Dec. 31, 2014

Cash flows from operating activities:Net income $ 51,929 $ 34,841 $ 16,139(Increase) / Decrease in:Accrued and other current liabilities $ (5,219) (10,052) 11,366As previously presentedCash flows from operating activities:Net income 35,880 17,639(Increase) / Decrease in:Accrued and other current liabilities (11,091) 9,866AdjustmentCash flows from operating activities:Net income (1,039) (1,500)(Increase) / Decrease in:Accrued and other current liabilities $ 1,039 $ 1,500


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1 Months Ended 11 Months EndedBasis of Presentation(Details) - shares Jan. 27, 2010 Dec. 08, 2006 Dec. 31, 2016

Number of common shares issued in public offering 4,491,900Ownership percentage in subsidiaries 100.00%Initial Public OfferingNumber of common shares issued in public offering 14,375,000Aegean Bunkering Marine Sevices PTYOwnership percentage in subsidiaries 74.00%


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12 Months EndedSignificant AccountingPolicies - Allowances for

Doubtful Accounts (Table)(Details) - USD ($)

$ in Thousands

Dec. 31, 2016 Dec. 31, 2015 Dec. 31, 2014

Accounts Receivable Net Current [Abstract]Balance, at begining of period $ 7,278 $ 5,851 $ 2,622Recoveries (1,302) (662) (599)Additions 2,671 2,089 3,828Balance, at end of period $ 8,647 $ 7,278 $ 5,851


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12 Months EndedSignificant AccountingPolicies - Assets Useful Life


BuildingsProperty Plant And Equipment [Line Items]Estimated useful life 40 yearsStorage FacilitiesProperty Plant And Equipment [Line Items]Estimated useful life Lease terminationFurniture & FittingsProperty Plant And Equipment [Line Items]Estimated useful life 5 yearsMachinery & EquipmentProperty Plant And Equipment [Line Items]Estimated useful life 5 yearsComputersProperty Plant And Equipment [Line Items]Estimated useful life 3 yearsVehiclesProperty Plant And Equipment [Line Items]Estimated useful life 5 years


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12 Months EndedSignificant AccountingPolicies (Details) - USD ($)

$ in Thousands Dec. 31, 2016 Dec. 31,2015

Dec. 31,2014

Dec. 31,2013

Property Plant And Equipment [Line Items]Accounts receivable before allowances for doubtfulaccounts $ 512,398 $ 317,512

Depreciation method straight-linemethod

Allowance for doubtful accounts $ 8,647 7,278 $ 5,851 $ 2,622Ocean- going bunkering tankersProperty Plant And Equipment [Line Items]Estimated useful life 30 yearsFloating storage facilitiesProperty Plant And Equipment [Line Items]Estimated useful life 30 yearsIn-land waterway bunkering tankersProperty Plant And Equipment [Line Items]Estimated useful life 45 yearsFinancial InstrumentsProperty Plant And Equipment [Line Items]Variable interest rate EURIBOR or

LIBORMinimumProperty Plant And Equipment [Line Items]Interval between vessel drydocking special survey 30 monthsMaximumProperty Plant And Equipment [Line Items]Interval between vessel drydocking special survey 60 monthsSenior convertible notesProperty Plant And Equipment [Line Items]Convertible Senior Notes fair value $ 244,068 116,218Carrying value net of finance charges $ 212,594 $ 118,031


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12 Months EndedTrade Accounts ReceivablesFactoring Agreement


Dec. 31, 2016 Dec. 31, 2015 Dec. 31, 2014

Accounts Notes And Loans Receivable [Line Items]Decrease in trade receivables $ (188,049) $ 40,744 $ 117,925Servicing fees 466 667 1,298Factoring AgreementAccounts Notes And Loans Receivable [Line Items]Decrease in trade receivables (106,432) (178,494) (473,815)Servicing fees $ 466 $ 667 $ 1,298


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12 Months EndedTransactions with RelatedParties (Table) (Details) -

USD ($)$ in Thousands

Dec. 31, 2016 Dec. 31, 2015 Dec. 31, 2014

Related Party Transaction [Line Items]Due from related companies $ 9,548 $ 6,887Trade Receivables from related companies 11,509 18,963Other Payables to related companies 1,344 1,190Short-term borrowings from related companies 20,000 0Sales of Marine Petroleum Products- related companies 3,996,642 4,155,502 $ 6,590,998Voyage Revenues 26,870 28,780 30,410Other Revenues 52,707 47,372 40,393Cost of Marine Petroleum Products- related companies 3,670,542 3,853,450 6,286,453Cost of voyage revenues 14,974 14,827 14,729Selling and Distribution 202,266 205,078 220,830General and Administrative 49,757 43,318 38,099Interest and Finance Cost 36,499 37,608 33,898Aegean OilRelated Party Transaction [Line Items]Due from related companies 8,212 4,524Trade Receivables from related companies 7,941 14,309Other Payables to related companies 31 10Sales of Marine Petroleum Products- related companies 654Voyage Revenues 5,889 2,732 0Cost of Marine Petroleum Products- related companies 63,750 133,985 342,666Cost of voyage revenues 180 180 1,362Selling and Distribution 711 781 1,700Aegean Shipping ManagementRelated Party Transaction [Line Items]Due from related companies 28 1,190Trade Receivables from related companies 2,487 3,542Sales of Marine Petroleum Products- related companies 1,490 1,724 7,653Other Revenues 41Cost of Marine Petroleum Products- related companies 0 0 1,430Gener8 MaritimeRelated Party Transaction [Line Items]Trade Receivables from related companies 0 798Sales of Marine Petroleum Products- related companies 6,074 7,570 7,190Cost of Marine Petroleum Products- related companies 0 233 1,542General and Administrative 200Unique TankersRelated Party Transaction [Line Items]Due from related companies 0 0Sales of Marine Petroleum Products- related companies 0 1,247 9,858


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MelcoRelated Party Transaction [Line Items]Due from related companies 0 0Other Payables to related companies 25 22Sales of Marine Petroleum Products- related companies 3,709Other Revenues 150Cost of Marine Petroleum Products- related companies 124 2,739 5,888Aegean VRelated Party Transaction [Line Items]Due from related companies 100 100Voyage Revenues 0 0 1,809Aegean VIIIRelated Party Transaction [Line Items]Due from related companies 11 581Voyage Revenues 5,275 5,345 3,352Grady Properties Corp. SARelated Party Transaction [Line Items]Short-term borrowings from related companies 20,000Interest and Finance Cost 215OtherRelated Party Transaction [Line Items]Due from related companies 1,197 492Trade Receivables from related companies 1,081 314Other Payables to related companies 1,288 1,158Sales of Marine Petroleum Products- related companies 947 1,192 2,838Voyage Revenues 103 98 107Other Revenues 230General and Administrative 886TotalRelated Party Transaction [Line Items]Due from related companies 9,548 6,887Trade Receivables from related companies 11,509 18,963Other Payables to related companies 1,344 1,190Short-term borrowings from related companies 20,000Sales of Marine Petroleum Products- related companies 9,165 11,733 31,248Voyage Revenues 11,267 8,175 5,268Other Revenues 230 150 41Cost of Marine Petroleum Products- related companies 63,874 136,957 351,526Cost of voyage revenues 180 180 1,362Selling and Distribution 711 $ 781 $ 1,700General and Administrative 1,086Interest and Finance Cost $ 215


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8MonthsEnded

9 MonthsEnded 12 Months Ended

120MonthsEnded

Transactions with RelatedParties (Details) - USD ($)

$ / shares in Units, $ inThousands

Sep.09,

2016

Sep. 15,2016

Dec. 31,2016

Dec. 31,2015

Dec. 31,2014

Apr. 01,2015

Oct.24,

2016

Aug. 17,2016

Aug.16,

2016Related Party Transaction[Line Items]Cost of marine petroleumproducts - related companies

$3,670,542

$3,853,450

$6,286,453

Cost of voyage revenues 14,974 14,827 14,729Selling and distributionexpenses 202,266 205,078 220,830

Trade Receivables fromrelated companies 11,509 18,963

Due from related companies 9,548 6,887Short-term borrowings fromrelated companies 20,000 0

Interest expense 36,499 37,608 33,898Voyage revenues 26,870 28,780 30,410Other revenues 52,707 47,372 40,393Other payables to relatedcompanies 1,344 1,190

Sales of marine petroleumproducts - related companies 3,996,6424,155,5026,590,998

Office rentals incurred 41,730 36,043 34,715Gain/(loss) on sale of vessel (6,312) (130) (12,864)Repurchase total consideration $ 99,580 0 0Aegean PrincessRelated Party Transaction[Line Items]Gain/(loss) on sale of vessel $

(3,922)Aegean Oil S.A.Related Party Transaction[Line Items]Number of service stations 560Payment period 30

calendardays

Penalty on late payment 10.00%Termination notice 12

monthsCost of marine petroleumproducts - related companies $ 63,750 133,985 342,666

Cost of voyage revenues 180 180 1,362


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Selling and distributionexpenses 711 781 1,700


Due from related companies 8,212 4,524Voyage revenues 5,889 2,732 0Other payables to relatedcompanies 31 10

Sales of marine petroleumproducts - related companies 654

Aegean Shipping ManagementS.A.Related Party Transaction[Line Items]Cost of marine petroleumproducts - related companies 0 0 1,430


Due from related companies 28 1,190Other revenues 41Sales of marine petroleumproducts - related companies 1,490 1,724 7,653

Gener8 Maritime IncRelated Party Transaction[Line Items]Cost of marine petroleumproducts - related companies 0 233 1,542

Trade Receivables fromrelated companies 0 798

Sales of marine petroleumproducts - related companies 6,074 7,570 7,190

Unique Tankers LLCRelated Party Transaction[Line Items]Due from related companies 0 0Sales of marine petroleumproducts - related companies 0 1,247 9,858

Melco S.A.Related Party Transaction[Line Items]Cost of marine petroleumproducts - related companies 124 2,739 5,888

Due from related companies 0 0Other revenues 150Other payables to relatedcompanies 25 22


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Sales of marine petroleumproducts - related companies 3,709

Aegean VRelated Party Transaction[Line Items]Due from related companies 100 100Voyage revenues 0 0 1,809Aegean VIIIRelated Party Transaction[Line Items]Due from related companies 11 581Voyage revenues 5,275 5,345 3,352Grady Properties CorporationSARelated Party Transaction[Line Items]Short-term borrowings fromrelated companies 20,000

Interest expense $ 215Interest rate 6.00%Grady Properties CorporationSA | MaximumRelated Party Transaction[Line Items]Short-term borrowings fromrelated companies

$25,000

Other related companiesaffiliated with the Chairman ofthe BoardRelated Party Transaction[Line Items]Due from related companies $ 1 192Sales of marine petroleumproducts - related companies 633 1,005 2,838

Other related companiesaffiliated with the Chairman ofthe Board | Aegean PrincessRelated Party Transaction[Line Items]Due from related companies 400Gain/(loss) on sale of vessel $

(3,922)Other related companiesaffiliated with founder or hisrelativesRelated Party Transaction[Line Items]


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Cost of marine petroleumproducts - related companies 139 122

Voyage revenues 103 98 107Other revenues 1,197 492Other payables to relatedcompanies 1,288 1,158

Sales of marine petroleumproducts - related companies 314 187 0

Office rentals incurred $ 602 $ 602 $ 732Founder of the CompanyRelated Party Transaction[Line Items]Repurchase total consideration $ 99,580Repurchased share price $

8.81Repurchase and retirement ofcommon stock, shares 11,303,031

Approved number of sharesfor repurchase 11,303,031


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Inventories (Table) (Details)- USD ($)


Total $ 187,766 $ 114,531Held for saleTotal 185,340 112,605Held for sale | Marine Fuel OilTotal 155,004 82,076Held for sale | Marine Gas OilTotal 30,336 30,529Held for consumptionTotal 2,426 1,926Held for consumption | Marine Fuel OilTotal 1,651 1,124Held for consumption | LubricantsTotal 642 569Held for consumption | StoresTotal 8 14Held for consumption | VictualsTotal $ 125 $ 219


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Prepayments and OtherCurrent Assets (Table)


Dec. 31, 2016 Dec. 31, 2015

Prepayments And Other Current Assets [Abstract]Taxes receivable $ 6,778 $ 5,517Receivables from storage facilities 1,692 2,599Receivables from voyages 395 966Prepayments to fuel suppliers 50,151 92,372Derivative asset 21,077 0Prepaid vessel expenses 4,684 6,058Other prepayments and current assets 11,108 8,492Total $ 95,885 $ 116,004


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12 Months EndedVessels - Balance SheetAnalysis (Table) (Details) -


Dec. 31, 2016 Dec. 31, 2015 Dec. 31, 2014

Property Plant And Equipment [Line Items]Vessel Cost - Balance at beginning of period $ 480,346Accumulated Depreciation - Balance at beginning of period (109,328)Net Book Value - Balance at beginning of period 371,018Depreciation for the year (24,941) $ (25,799) $ (21,325)Vessel Cost - Balance at end of period 457,401 480,346Accumulated Depreciation - Balance at end of period (107,426) (109,328)Net Book Value - Balance at end of period 349,975 371,018Vessel CostProperty Plant And Equipment [Line Items]Vessel Cost - Balance at beginning of period 480,346 473,388Vessels acquired and delivered 8,667 7,294Vessels sold (31,612) (336)Vessel Cost - Balance at end of period 457,401 480,346 473,388Accumulated DepreciationProperty Plant And Equipment [Line Items]Accumulated Depreciation - Balance at beginning of period (109,328) (92,196)Vessels sold 18,377 157Depreciation for the year (16,475) (17,289)Accumulated Depreciation - Balance at end of period (107,426) (109,328) (92,196)Net Book ValueProperty Plant And Equipment [Line Items]Net Book Value - Balance at beginning of period 371,018 381,192Vessels acquired and delivered 8,667 7,294Vessels sold (13,235) (179)Depreciation for the year (16,475) (17,289)Net Book Value - Balance at end of period $ 349,975 $ 371,018 $ 381,192


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3 MonthsEnded

4MonthsEnded

5MonthsEnded

6MonthsEnded

7 MonthsEnded

8MonthsEnded

12 Months Ended

Vessels (Details)CAD in Thousands, $ in

Thousands

Mar.23,

2016USD($)

Mar.16,

2015USD($)

May11,

2016USD($)

Jun.07,

2016USD($)

Jun.24,

2016USD($)

Jul.18,

2016USD($)

Jul.18,

2016CAD

Sep.09,

2016USD($)

Dec.31,

2016USD($)

Dec.31,

2015USD($)

Dec. 31,2014USD($)

Property Plant AndEquipment [Line Items]Net proceeds from sale ofvessels $ 8,105 $ 49 $

16,156Gain/(loss) on sale of vessel (6,312) (130) (12,864)Vessel's carrying value 349,975371,018Vessel impairment charge $ 0 5,308 $ 4,062Aegean PrincessProperty Plant AndEquipment [Line Items]Net proceeds from sale ofvessels $ 800

Gain/(loss) on sale of vessel (3,922)Unamortized dry-dockingcosts $ 4,722

PT25Property Plant AndEquipment [Line Items]Net proceeds from sale ofvessels

$169

CAD220

Gain/(loss) on sale of vessel 47Vessel's carrying value $

116SaraProperty Plant AndEquipment [Line Items]Net proceeds from sale ofvessels $ 2,303

Gain/(loss) on sale of vessel (801)Unamortized dry-dockingcosts $ 3,104

Supporter 2Property Plant AndEquipment [Line Items]Net proceeds from sale ofvessels $ 110

Gain/(loss) on sale of vessel (15)Vessel's carrying value $ 125


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Aegean ChampionProperty Plant AndEquipment [Line Items]Net proceeds from sale ofvessels $ 5,529

Gain/(loss) on sale of vessel (1,621)Unamortized dry-dockingcosts $ 7,150

UmnengaProperty Plant AndEquipment [Line Items]Vessel's carrying value $

8,667Vessel capacity in DWT 66,895Year Built 1993 1993PT40Property Plant AndEquipment [Line Items]Vessel's carrying value $ 7,294TapuitProperty Plant AndEquipment [Line Items]Net proceeds from sale ofvessels $ 49

Gain/(loss) on sale of vessel (130)Vessel's carrying value $

179Secured DebtProperty Plant AndEquipment [Line Items]Vessel's carrying value $

323,331


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12 Months EndedOther Fixed Assets (Table)(Details) - USD ($)

$ in Thousands Dec. 31, 2016 Dec. 31, 2015 Dec. 31, 2014

Property Plant And Equipment [Line Items]Depreciation expense $ 24,941 $ 25,799 $ 21,325Net book value 238,480 246,783LandProperty Plant And Equipment [Line Items]Cost at beginning of period 9,036 9,036Additions 0 0Disposals 0 0Cost at end of period 9,036 9,036 9,036Accumulated depreciation at beginning of period 0 0Depreciation expense 0 0Disposals 0 0Accumulated depreciation at end of period 0 0 0Net book value 9,036 9,036BuildingsProperty Plant And Equipment [Line Items]Cost at beginning of period 3,459 3,459Additions 0 0Disposals 0 0Cost at end of period 3,459 3,459 3,459Accumulated depreciation at beginning of period 724 602Depreciation expense 125 122Disposals 0 0Accumulated depreciation at end of period 849 724 602Net book value 2,610 2,735Storage FacilitiesProperty Plant And Equipment [Line Items]Cost at beginning of period 226,910 226,067Additions 0 843Disposals 0 0Cost at end of period 226,910 226,910 226,067Accumulated depreciation at beginning of period 5,591 415Depreciation expense 5,181 5,176Disposals 0 0Accumulated depreciation at end of period 10,772 5,591 415Net book value 216,138 221,319OtherProperty Plant And Equipment [Line Items]Cost at beginning of period 21,583 21,118Additions 177 771


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Disposals (160) (306)Cost at end of period 21,600 21,583 21,118Accumulated depreciation at beginning of period 7,890 4,895Depreciation expense 3,160 3,212Disposals (146) (217)Accumulated depreciation at end of period 10,904 7,890 4,895Net book value 10,696 13,693TotalProperty Plant And Equipment [Line Items]Cost at beginning of period 260,988 259,680Additions 177 1,614Disposals (160) (306)Cost at end of period 261,005 260,988 259,680Accumulated depreciation at beginning of period 14,205 5,912Depreciation expense 8,466 8,510Disposals (146) (217)Accumulated depreciation at end of period 22,525 14,205 $ 5,912Net book value $ 238,480 $ 246,783


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12 Months EndedDeferred Charges (Table)(Details) - USD ($)

$ in Thousands Dec. 31, 2016 Dec. 31, 2015

Balance at beginning of period $ 25,007 $ 23,972Additions 7,171 11,867Disposals (1,982) 0Amortization for the year (10,448) (10,832)Balance at end of period 19,748 25,007DrydockingBalance at beginning of period 20,551 18,565Additions 4,390 8,690Disposals (1,982) 0Amortization for the year (7,122) (6,704)Balance at end of period 15,837 20,551Financing CostsBalance at beginning of period 4,456 5,407Additions 2,781 3,177Disposals 0 0Amortization for the year (3,326) (4,128)Balance at end of period $ 3,911 $ 4,456


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Intangible assets (Table)(Details) - USD ($)


Finite Lived Intangible Assets [Line Items]Cost $ 15,390 $ 15,390Accumulated Amortization (7,682) (6,612)NBV 7,708 8,778Amortization Schedule2017 6762018 6762019 6762020 6782021 676Thereafter 4,326Concession AgreementsFinite Lived Intangible Assets [Line Items]Cost 12,025 12,025Accumulated Amortization (4,317) (3,639)NBV 7,708 8,386Amortization Schedule2017 6762018 6762019 6762020 6782021 676Thereafter 4,326Non-compete covenantFinite Lived Intangible Assets [Line Items]Cost 3,365 3,365Accumulated Amortization (3,365) (2,973)NBV 0 $ 392Amortization Schedule2017 02018 02019 02020 02021 0Thereafter $ 0


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12 Months EndedIntangible assets (Details) -USD ($)


Finite Lived Intangible Assets [Line Items]Impairment charge $ 0 $ 5,308 $ 4,062Weighted-average amortization period 11 years 6 monthsAmortization method straight line basis


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Accrued and other currentliabilities - Revised 2015

(Table) (Details) - USD ($)$ in Thousands

Dec. 31, 2016 Dec. 31, 2015

Payables And Accruals [Abstract]Accrued payroll $ 3,821 $ 2,992Accrued interest 1,683 2,919Accrued tax 7,872 5,982Customer prepayments 146 1,303Derivative liability 0 9,981Accrued and other liabilities of vessels 9,914 8,604Accrued storage cost 5,158 3,502Deferred revenue 1,651 1,045Other 7,190 6,932Total $ 37,435 $ 43,260


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Short-term Borrowings -Secured Short-term

Borrowings (Table) (Details)- USD ($)

$ in Thousands

Dec. 31, 2016 Dec. 31, 2015

Short Term Debt [Line Items]Short-term borrowings $ 261,359 $ 249,497(a) Revolving overdraft credit facility dated 5/6/2015Short Term Debt [Line Items]Short-term borrowings 0 5,356(b) Security agreement dated 8/9/2016Short Term Debt [Line Items]Short-term borrowings 85,000 80,000(c) Borrowing base facility agreement dated 9/16/2016Short Term Debt [Line Items]Short-term borrowings 176,154 164,141d) Overdraft deposit accountsShort Term Debt [Line Items]Short-term borrowings $ 205 $ 0


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12 Months EndedShort-term Borrowings -Description (Details) - USD

($)$ in Thousands

Dec. 31, 2016 Aug. 22, 2014

Revolving overdraft credit facility dated 5/6/2015Short Term Debt [Line Items]Maximum borrowing capacity $ 7,000Loan reference interest rate LIBORDebt instrument basis spread 6.00%Security agreement dated 8/9/2016Short Term Debt [Line Items]Maximum borrowing capacity $ 250,000 $ 150,000Loan reference interest rate LIBORDebt instrument basis spread 2.10%Debt maturity date Aug. 08, 2017Security agreement dated 8/9/2016 | MinimumShort Term Debt [Line Items]Net worth $ 410,000Working capital requirement $ 125,000Current ratio 115.00%Interest coverage ratio 190.00%Security agreement dated 8/9/2016 | Aegean Bunkering USA | MinimumShort Term Debt [Line Items]Net worth $ 25,000Leverage ratio 900.00%Working capital requirement $ 25,000Borrowing base facility agreement dated 9/16/2016Short Term Debt [Line Items]Maximum borrowing capacity $ 1,000,000Number of tranches 3Borrowing base facility agreement dated 9/16/2016 | Tranche AShort Term Debt [Line Items]Loan reference interest rate LIBORDebt instrument basis spread 2.10%Amount of each tranche $ 155,000Loan's tenor 1 yearBorrowing base facility agreement dated 9/16/2016 | Tranche BShort Term Debt [Line Items]Loan reference interest rate LIBORDebt instrument basis spread 2.50%Amount of each tranche $ 75,000Loan's tenor 2 yearsBorrowing base facility agreement dated 9/16/2016 | Tranche CShort Term Debt [Line Items]


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Loan reference interest rate lender's cost of fundsDebt instrument basis spread 2.00%Amount of each tranche $ 770,000Borrowing base facility agreement dated 9/16/2016 | MinimumShort Term Debt [Line Items]Net worth 410,000Working capital requirement $ 125,000Current ratio 115.00%Interest coverage ratio 190.00%


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12 Months EndedShort-term Borrowings -Additional Information


Dec. 31, 2016Dec.31,

2015

Dec.31,

2014Short-term Borrowings[Abstract]Covenant compliance As at December 31, 2016, the Company was in compliance with

all of its covenants contained in its credit facilities.Interest on short-termborrowings $ 7,561 $ 6,917 $

13,340Weighted average interest rate(including the margin) 2.65% 2.58% 2.99%

Available undrawn amountunder short-term agreements $ 857,110


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Long-term Debt - Borrowers(Table) (Details) - USD ($)


Debt Instrument [Line Items]Less: Deferred financing costs $ (8,960) $ (6,645)Total 536,272 460,518Less: Current portion (33,495) (26,398)Long-term portion 502,777 434,120(a) Serifos, Kithnos, Santorini, Paros, NaxosDebt Instrument [Line Items]Long-term debt 15,520 17,780(b) Milos, Amorgos, Kimolos, Syros, MykonosDebt Instrument [Line Items]Long-term debt 8,620 11,420(c) Eton, Benmore and IngramDebt Instrument [Line Items]Long-term debt 14,555 16,043(d) Tasman and SantonDebt Instrument [Line Items]Long-term debt 8,705 9,929(e) Kerkyra, Ithaki, Kefalonia, Paxoi, Zakynthos, Lefkas, KythiraDebt Instrument [Line Items]Long-term debt 39,090 42,518(f) Andros, Dilos, Ios, Sifnos, TinosDebt Instrument [Line Items]Long-term debt 16,854 21,128(g) Kassos, Tilos, Halki, SymiDebt Instrument [Line Items]Long-term debt 21,663 23,627(h) Aegean III, VIIIDebt Instrument [Line Items]Long-term debt 0 341(i) Aegean BargesDebt Instrument [Line Items]Long-term debt 679 977(p) Secured term loan dated 3/21/2016Debt Instrument [Line Items]Long-term debt 7,042 0(l) Senior convertible notes due 2018Debt Instrument [Line Items]Long-term debt 87,923 120,569(m) Senior convertible notes due 2021Debt Instrument [Line Items]


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Long-term debt 130,342 0(j) SeatraDebt Instrument [Line Items]Long-term debt 3,685 4,233(k) Overdraft facility under senior secured credit facility dated 03/21/2014Debt Instrument [Line Items]Long-term debt 3,230 3,786(n) Trade credit facility dated 9/16/2016Debt Instrument [Line Items]Long-term debt 75,000 75,000(o) Term loan facility agreement dated 10/7/2015Debt Instrument [Line Items]Long-term debt $ 112,324 $ 119,812


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Long-term Debt - PrincipalPayments (Table) (Details)

$ in Thousands

Dec. 31, 2016USD ($)

Principal Payments [Abstract]2017 $ 33,4952018 214,5452019 78,4182020 41,0472021 169,866Thereafter 34,146Total principal payments 571,517Less: Unamortized portion of notes' discount (26,285)Total long-term debt $ 545,232


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3MonthsEnded

12 Months Ended14

MonthsEnded

24MonthsEndedLong-term Debt -

Description (Details)$ / shares in Units, € in

Thousands, AED inThousands, $ in Thousands

Mar.23,

2016

Dec. 31,2016

USD ($)$ / shares

Dec. 31,2016

EUR (€)

Dec.19,

2016USD($)

Dec.31,

2015USD($)

Dec.31,

2014USD($)

Dec.31,

2013USD($)

Sep.12,

2008USD($)

Jul. 29,2012

Dec. 31,2016

EUR (€)

Dec. 31,2016AED

Jan. 31,2013

Dec.31,

2011

Debt Instrument [LineItems]Interest expense $ 36,499 $

37,608$33,898

UmnengaDebt Instrument [LineItems]DWT 66,895Borrowing base facilityagreement dated 9/16/2016Debt Instrument [LineItems]Number of tranches 3 3 3Maximum borrowing capacity $

1,000,000Borrowing base facilityagreement dated 9/16/2016 |MinimumDebt Instrument [LineItems]Net worth 410,000Working Capital Balance $ 125,000Current ratio 115.00% 115.00% 115.00%Interest coverage ratio 190.00% 190.00% 190.00%Borrowing base facilityagreement dated 9/16/2016 |Tranche ADebt Instrument [LineItems]Amount of each tranche $ 155,000Loan reference interest rate LIBOR LIBORDebt instrument basis spread 2.10% 2.10%Loan's tenor 1 year 1 yearBorrowing base facilityagreement dated 9/16/2016 |Tranche BDebt Instrument [LineItems]Amount of each tranche $ 75,000Loan reference interest rate LIBOR LIBORDebt instrument basis spread 2.50% 2.50%Loan's tenor 2 years 2 yearsBorrowing base facilityagreement dated 9/16/2016 |Tranche CDebt Instrument [LineItems]Amount of each tranche $ 770,000


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Loan reference interest rate lender'scost offunds

lender'scost offunds

Debt instrument basis spread 2.00% 2.00%Secured syndicated term loan8/30/2005Debt Instrument [LineItems]Loan amount $ 35,500Number of tranches 5 5 5Amount of each tranche $ 7,100Loan reference interest rate LIBOR LIBORDebt instrument basis spread 1.55% 1.55%Weighted average interest rate(including the margin) 2.23% 1.84% 1.78% 2.23% 2.23%

Interest rate at year end 2.48% 1.96% 2.48% 2.48%Secured syndicated term loan8/30/2005 | MinimumDebt Instrument [LineItems]Net worth $ 410,000Current ratio 115.00% 115.00% 115.00%Liquidity Ratio 50.00% 50.00% 50.00%Secured syndicated term loan8/30/2005 | MaximumDebt Instrument [LineItems]Gearing ratio 75.00% 75.00% 75.00%Secured term loan facilityunder senior secured creditfacility 12/19/2006Debt Instrument [LineItems]Loan amount $ 33,400Number of tranches 5 5 5Amount of each tranche $ 6,680Loan reference interest rate LIBOR LIBORDebt instrument basis spread 1.15% 1.15%Weighted average interest rate(including the margin) 1.65% 1.36% 1.33% 1.65% 1.65%

Interest rate at year end 1.94% 1.54% 1.94% 1.94%Secured term loan facilityunder senior secured creditfacility 12/19/2006 | MinimumDebt Instrument [LineItems]Net worth $ 410,000Current ratio 115.00% 115.00% 115.00% 115.00%Interest coverage ratio 160.00% 160.00% 160.00%Security cover ratio 125.00% 125.00% 125.00%Minimum liquidity with lender $ 30,000Daily free liquid ratio $ 15,000Secured term loan facilityunder senior secured creditfacility 12/19/2006 |MaximumDebt Instrument [LineItems]


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Gearing ratio 70.00% 70.00% 70.00% 65.00%Secured term loan 10/25/2006Debt Instrument [LineItems]Loan amount $ 26,250Number of tranches 3 3 3Amount of each tranche $ 8,750Loan reference interest rate LIBOR LIBORDebt instrument basis spread 1.30% 1.30%Weighted average interest rate(including the margin) 1.97% 1.59% 1.54% 1.97% 1.97%

Interest rate at year end 2.27% 1.83% 2.27% 2.27%Secured term loan 10/25/2006| MinimumDebt Instrument [LineItems]Net worth $ 410,000Current ratio 115.00% 115.00% 115.00%Liquidity Ratio 50.00% 50.00% 50.00%Security cover ratio 125.00% 125.00% 125.00%Secured term loan 10/25/2006| MaximumDebt Instrument [LineItems]Gearing ratio 75.00% 75.00% 75.00%Secured term loan 10/27/2006Debt Instrument [LineItems]Loan amount $ 17,600Number of tranches 2 2 2Amount of each tranche $ 8,800Weighted average interest rate(including the margin) 1.87% 1.45% 1.39% 1.87% 1.87%

Interest rate at year end 2.12% 1.62% 2.12% 2.12%Secured term loan 10/27/2006| Principal amount repayable inquarterly installmentsDebt Instrument [LineItems]Amount of each tranche $ 6,160Loan reference interest rate LIBOR LIBORDebt instrument basis spread 1.15% 1.15%Repayment frequency quarterly quarterlySecured term loan 10/27/2006| Principal amount payable inballoon paymentDebt Instrument [LineItems]Amount of each tranche $ 2,640Loan reference interest rate LIBOR LIBORDebt instrument basis spread 1.25% 1.25%Secured term loan 10/27/2006| MinimumDebt Instrument [LineItems]Security cover ratio 125.00% 125.00% 125.00%


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Secured syndicated term loan10/30/2006Debt Instrument [LineItems]Loan amount $ 64,750Number of tranches 7 7 7Amount of each tranche $ 9,250Loan reference interest rate LIBOR LIBORDebt instrument basis spread 1.30% 1.30%Weighted average interest rate(including the margin) 1.97% 1.59% 1.53% 1.97% 1.97%

Interest rate at year end 2.25% 1.76% 2.25% 2.25%Secured syndicated term loan10/30/2006 | MinimumDebt Instrument [LineItems]Net worth $ 410,000Current ratio 115.00% 115.00% 115.00%Liquidity Ratio 50.00% 50.00% 50.00%Security cover ratio 130.00% 130.00% 130.00%Secured syndicated term loan10/30/2006 | MaximumDebt Instrument [LineItems]Gearing ratio 75.00% 75.00% 75.00%Secured term loan 7/5/2007Debt Instrument [LineItems]Loan amount $ 43,160 $

37,560Number of tranches 5 5 5 5Amount of each tranche $ 8,632 $ 7,512Weighted average interest rate(including the margin) 2.09% 1.72% 1.67% 2.09% 2.09%

Interest rate at year end 2.33% 1.81% 2.33% 2.33%Repayment installments 40 40Repayment frequency quarterly quarterlyRepayment amount $ 216Secured term loan 7/5/2007 |MinimumDebt Instrument [LineItems]Net worth $ 410,000Current ratio 115.00% 115.00% 115.00%Interest coverage ratio 160.00% 160.00% 160.00%Security cover ratio 120.00% 120.00% 120.00%Minimum liquidity with lender $ 30,000Daily free liquid ratio $ 15,000Secured term loan 7/5/2007 |MaximumDebt Instrument [LineItems]Gearing ratio 70.00% 70.00% 70.00%Secured term loan 7/5/2007 |Andros, Dilos, Ios tranchesDebt Instrument [LineItems]


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Loan reference interest rate LIBOR LIBORDebt instrument basis spread 1.00% 1.00%Secured term loan 7/5/2007 |Tinos and Sifnos tranchesDebt Instrument [LineItems]Loan reference interest rate LIBOR LIBORDebt instrument basis spread 2.00% 2.00%Secured syndicated term loan4/24/2008Debt Instrument [LineItems]Loan amount $ 38,800Number of tranches 4 4 4Amount of each tranche $ 9,700Loan reference interest rate LIBOR LIBORDebt instrument basis spread 1.40% 1.40%Weighted average interest rate(including the margin) 2.08% 1.68% 1.64% 2.08% 2.08%

Interest rate at year end 2.40% 2.01% 2.40% 2.40%Secured syndicated term loan4/24/2008 | MinimumDebt Instrument [LineItems]Net worth $ 410,000Current ratio 115.00% 115.00% 115.00%Liquidity Ratio 50.00% 50.00% 50.00%Security cover ratio 130.00% 130.00% 130.00%Secured syndicated term loan4/24/2008 | MaximumDebt Instrument [LineItems]Gearing ratio 75.00% 75.00% 75.00%Secured syndicated term loan7/8/2008Debt Instrument [LineItems]Loan amount $ 15,000Loan reference interest rate LIBOR LIBORDebt instrument basis spread 5.25% 5.25% 1.25%Weighted average interest rate(including the margin) 5.57% 5.60% 5.53% 5.57% 5.57%

Interest rate at year end 5.57%Secured term loan 4/1/2010Debt Instrument [LineItems]Loan amount | € € 3,740Fixed interest rate 4.36% 4.36% 4.36%Secured term loan dated 3/22/2016Debt Instrument [LineItems]Loan amount $ 13,000Loan reference interest rate LIBOR LIBORDebt instrument basis spread 4.50% 4.50%Weighted average interest rate(including the margin) 5.21% 5.21% 5.21%


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Interest rate at year end 5.50% 5.50% 5.50%Repayment installments 12 12Repayment frequency quarterly quarterlyBalloon payment $ 4,286Secured term loan dated 3/22/2016 | MinimumDebt Instrument [LineItems]Security cover ratio 125.00% 125.00% 125.00%Unsecured Senior NotesDebt Instrument [LineItems]Loan amount $ 48,300Interest rate at year end 9.00% 9.00% 9.00%Debt maturity date Nov. 01,

2018Nov. 01,2018

Proceeds from convertibledebt $ 51,802

Convertible Senior Notes -Liability component 41,076

Convertible Senior Notes -Equity component 12,537

Debt instrument premium 5,313Interest expense 10,993 $

10,131$6,148

Non-cash amortization 5,452 3,669 2,698Contractual interest payablesemi-annually 5,541 $

6,462$3,450

Senior convertible notes 2013Debt Instrument [LineItems]Loan amount $ 86,250Fixed interest rate 4.00% 4.00% 4.00%Proceeds from convertibledebt $ 83,447


Convertible Senior Notes -Equity component $ 13,554

Maturity date of conversion May 01,2018

May 01,2018

Senior convertible notes 2013 |Excluding underwriters overallotment optionDebt Instrument [LineItems]Loan amount $ 75,000Senior convertible notes 2013 |Underwriters over allotmentoptionDebt Instrument [LineItems]Loan amount $ 11,250Senior convertible notes 2013 |Conversion of prior tomaturity date; common stockrequirement


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Debt Instrument [LineItems]Conversion share price | $ /shares $ 14.23

Senior convertible notes 2013 |Conversion of prior tomaturity date; common stockrequirement period after 5consecutive daysDebt Instrument [LineItems]Consecutive trading days 5 days 5 daysSenior convertible notes 2013 |Conversion of prior tomaturity date; common stockper principal amountrequirement period after 30consecutive daysDebt Instrument [LineItems]Shares per $ 1,000 principalamount of convertible debt 70.2679 70.2679

Principal amount ofconvertible debt $ 1,000

Threshold trading days 20 20Consecutive trading days 30 days 30 daysSenior convertible notes 2013 |Minimum | Conversion ofprior to maturity date;common stock requirementDebt Instrument [LineItems]Percentage threshold of shareprice 130.00% 130.00%

Senior convertible notes 2013 |Minimum | Conversion ofprior to maturity date;common stock requirementperiod after 5 consecutive daysDebt Instrument [LineItems]Percentage threshold of shareprice 98.00% 98.00%

Senior convertible notes due2018Debt Instrument [LineItems]Cash consideration $

44,200Repayment amount $

40,000Senior convertible notes due2021Debt Instrument [LineItems]Loan amount $ 150,000Interest rate at year end 8.30% 8.30% 8.30%Fixed interest rate 4.25% 4.25% 4.25%


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Proceeds from convertibledebt $ 145,125


Convertible Senior Notes -Equity component $ 19,764

Maturity date of conversion Jun. 15,2021

Jun. 15,2021


Interest expense 343Non-cash amortization 130Contractual interest payablesemi-annually $ 213

Senior convertible notes due2021 | Conversion of prior tomaturity date; common stockrequirementDebt Instrument [LineItems]Conversion share price | $ /shares $ 14.95

Senior convertible notes due2021 | Conversion of prior tomaturity date; common stockrequirement period after 5consecutive daysDebt Instrument [LineItems]Consecutive trading days 5 days 5 daysSenior convertible notes due2021 | Conversion of prior tomaturity date; common stockper principal amountrequirement period after 30consecutive daysDebt Instrument [LineItems]Shares per $ 1,000 principalamount of convertible debt 66.912 66.912


Threshold trading days 20 20Consecutive trading days 30 days 30 daysSenior convertible notes due2021 | Minimum | Conversionof prior to maturity date;common stock requirementDebt Instrument [LineItems]Percentage threshold of shareprice 130.00% 130.00%

Senior convertible notes due2021 | Minimum | Conversionof prior to maturity date;common stock requirementperiod after 5 consecutive daysDebt Instrument [LineItems]


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Percentage threshold of shareprice 98.00% 98.00%

Roll over agreement 4/1/2010Debt Instrument [LineItems]Loan amount | € € 5,680Loan reference interest rate EURIBOR EURIBORDebt instrument basis spread 1.26% 1.26%Repayment frequency quarterly quarterlyRepayment amount | € € 95,000Roll over loan agreement 3/21/2014Debt Instrument [LineItems]Loan amount $ 4,455Loan reference interest rate LIBOR LIBORDebt instrument basis spread 2.80% 2.80%Weighted average interest rate(including the margin) 2.96% 3.08% 3.03% 2.96% 2.96%

Interest rate at year end 3.13% 3.13% 3.13% 3.13%Repayment installments 40 40Repayment frequency quartertly quartertlyTerm loan facility agreementdated 10/7/2015Debt Instrument [LineItems]Loan amount $ 120,000 AED

440,000Loan reference interest rate EIBOR EIBORDebt instrument basis spread 3.00% 3.00%Term loan facility agreementdated 10/7/2015 | Interest floorrateDebt Instrument [LineItems]Interest rate at year end 5.50% 5.50% 5.50%Term loan facility agreementdated 10/7/2015 | MinimumDebt Instrument [LineItems]Net worth $ 410,000Working Capital Balance $ 125,000Current ratio 115.00% 115.00% 115.00%Interest coverage ratio 190.00% 190.00% 190.00%Term loan facility agreementdated 10/7/2015 | Minimum |The period ending December31, 2016Debt Instrument [LineItems]Net worth $ 100,000Current ratio 100.00% 100.00% 100.00%Debt service coverage ratio 125.00% 125.00% 125.00%Security value 64.00% 64.00%Term loan facility agreementdated 10/7/2015 | Maximum


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Debt Instrument [LineItems]Solvency ratio 70.00% 70.00% 70.00%Term loan facility agreementdated 10/7/2015 | Maximum |The period ending December31, 2016Debt Instrument [LineItems]Gearing ratio 150.00% 150.00% 150.00%Leverage ratio 700.00% 700.00% 700.00%Term loan facility agreementdated 10/7/2015 | Maximum |Each quarter of 2017Debt Instrument [LineItems]Leverage ratio 600.00% 600.00% 600.00%Term loan facility agreementdated 10/7/2015 | Maximum |Each quarter of 2018Debt Instrument [LineItems]Leverage ratio 500.00% 500.00% 500.00%Term loan facility agreementdated 10/7/2015 | Maximum |After 2018Debt Instrument [LineItems]Leverage ratio 400.00% 400.00% 400.00%


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12 Months EndedLong-term Debt - AdditionalInformation (Details) - USD

($)$ in Thousands

Dec. 31, 2016Dec.31,

2015

Dec.31,

2014

Dec.31,

2013Debt Instrument [LineItems]Covenant compliance As at December 31, 2016, the Company was in

compliance with all of its covenants contained in itscredit facilities.

Vessel's carrying value $ 349,975 $371,018

Interest on long-term debt 17,224 15,455 $14,924

Accrued interest expense 1,683 2,262Cash and cash equivalents 93,836 $

139,314$129,551

$62,575

Secured Long-term DebtDebt Instrument [LineItems]Vessel's carrying value $ 323,331


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12 Months EndedDerivatives and fair valuemeasurements - Interest

Rate Swap (Table) (Details) -USD ($)

$ in Thousands

Dec. 31, 2016 Dec. 31, 2015

Derivative [Line Items]Fair Value/Carrying Amount of (Liability) $ 987 $ 420Fair Value/ Carrying Amount of Asset $ 6,041 $ 0U.S. Dollar-denominated Interest Rate SwapDerivative [Line Items]Interest Rate Index Euribor EuriborPrincipal Amount $ 3,685 $ 4,233Fair Value/Carrying Amount of (Liability) (399) (420)Fair Value/ Carrying Amount of Asset $ 6,041 $ 0Weighted-average remaining term 9 years 3 months 10 years 3 monthsFixed Interest Rate 2.35% 2.35%U.S. Dollar-denominated Interest Rate SwapDerivative [Line Items]Interest Rate Index LiborPrincipal Amount $ 75,000Fair Value/ Carrying Amount of Asset $ 1,463Weighted-average remaining term 4 years 5 months 4 daysFixed Interest Rate 1.39%U.S. Dollar-denominated Interest Rate SwapDerivative [Line Items]Interest Rate Index LiborPrincipal Amount $ 75,000Fair Value/ Carrying Amount of Asset $ 1,608Weighted-average remaining term 4 years 5 months 1 dayFixed Interest Rate 1.35%U.S. Dollar-denominated Interest Rate SwapDerivative [Line Items]Interest Rate Index LiborPrincipal Amount $ 75,000Fair Value/ Carrying Amount of Asset $ 2,970Weighted-average remaining term 4 years 6 months 7 daysFixed Interest Rate 0.95%


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Derivatives and fair valuemeasurements - BalanceSheet Location (Table)


Dec. 31, 2016 Dec. 31, 2015

Derivative [Line Items]Derivative asset, current $ 0 $ 22,416Derivative liability, current (12,503) 0Derivative asset, non-current 6,041 0Derivative liability, non-current (987) (420)Total, net (7,449) 21,996Fuel pricing contractsDerivative [Line Items]Derivative asset, current 0 22,416Derivative liability, current (12,408) 0Total, net (12,408) 22,416Currency contractsDerivative [Line Items]Derivative liability, current (95) 0Derivative liability, non-current (588) 0Interest rate swaps/ contractsDerivative [Line Items]Derivative asset, non-current 6,041 0Derivative liability, non-current $ 399 $ 420


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Derivatives and fair valuemeasurements - Managed

Fuel Pricing Contracts(Table) (Details) - USD ($)

$ in Thousands

Dec. 31, 2016 Dec. 31, 2015

Derivative [Line Items]Net Amounts presented in the Balance Sheet Asset / (Liability) $ (7,449) $ 21,996Fuel pricing contractsDerivative [Line Items]Gross Ammounts of Recognized Liabilities (33,497) (24,533)Gross Amounts of Recognized Assets 21,089 46,949Net Amounts presented in the Balance Sheet Asset / (Liability) $ (12,408) $ 22,416


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12 Months EndedDerivatives and fair valuemeasurements - Income

Statement Location (Table)(Details) - USD ($)

$ in Thousands

Dec. 31, 2016 Dec. 31, 2015 Dec. 31, 2014

Derivative [Line Items]Gain (loss) on derivative $ (64,834) $ 45,844 $ 50,222Fuel pricing contracts | Cost of revenue - third-partiesDerivative [Line Items]Gain (loss) on derivative (70,213) 45,782 50,472Currency contracts | Foreign exchange losses, netDerivative [Line Items]Gain (loss) on derivative (683) 0 0Interest rate swaps/ contracts | Interest and finance costsDerivative [Line Items]Gain (loss) on derivative $ 6,062 $ 62 $ (250)


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Derivatives and fair valuemeasurements - Fair Value

Measurements (Table)(Details) - USD ($)

$ in Thousands

Dec. 31,2016

Dec. 31,2015

Fair Value Assets And Liabilities Measured On Recurring And NonrecurringBasis [Line Items]Interest rate swap $ (399) $ (420)Interest rate swap 6,041Currency contracts (683)Fuel pricing contracts (12,408) 22,416Total (7,449) 21,996Significant other observable inputs (Level 2)Fair Value Assets And Liabilities Measured On Recurring And NonrecurringBasis [Line Items]Interest rate swap (399) (420)Interest rate swap 6,041Currency contracts (683)Fuel pricing contracts (12,408) 22,416Total $ (7,449) $ 21,996


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12 Months EndedDerivatives and fair valuemeasurements - AdditionalInformation (Details) - Fuel

pricing contracts$ in Thousands

Dec. 31, 2016USD ($)

Dec. 31, 2015USD ($)

Derivative [Line Items]Derivative assets gross $ 21,089 $ 46,949Derivative liabilities gross $ 33,497 $ 24,533Fuel pricing contracts metric tons 29,562,250 14,553,635


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Commitments andContingencies (Table)

(Details)$ in Thousands

Dec. 31, 2016USD ($)

Lease Commitments - Future Minimum Payments [Abstract]2017 $ 39,0662018 24,3602019 11,1682020 10,7282021 10,688Thereafter 124,670Total minimum annual payments under all non-cancelable operating leases $ 220,680


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12 Months EndedCommitments andContingencies - Other

(Details)€ in Thousands, SGD in

Thousands, AED inThousands, $ in Thousands

Dec. 31,2016

USD ($)

Dec. 31,2015

USD ($)

Dec. 31,2014

USD ($)

Dec. 31,2016EUR(€)

Dec. 31,2016SGD

Dec. 31,2016AED

Dec. 31,2015EUR(€)

Dec. 31,2015SGD

Dec. 31,2015AED

Loss Contingencies [LineItems]Rent expense under operatingleases

$41,730

$36,043

$34,715

Prepayments and other currentassets 95,885 116,004

Standby letters of creditLoss Contingencies [LineItems]Total outstanding balance ofstandby letters of credit 56,736

Performance guaranteeLoss Contingencies [LineItems]Prepayments and other currentassets 128 283 SGD

177SGD309

Standby letters of guarantee forport authoritiesLoss Contingencies [LineItems]Prepayments and other currentassets 163 125 AED

600AED500

Standby letters of guarantee fortransporting cargoLoss Contingencies [LineItems]Prepayments and other currentassets $ 69 $ 0 €

65,270 € 0


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11 MonthsEnded 12 Months EndedCommitments and

Contingencies - Narrative(Details) - USD ($)

$ in ThousandsNov. 30,

2005Dec. 31,

2016Dec. 31,

2015Environmental And Other Liabilities [Abstract]Environmental insurance, maximum coverage per vessel per incident $

1,000,000PlaintiffLoss Contingencies [Line Items]Estimated recovery 670Aegean Oil Terminal CorporationLoss Contingencies [Line Items]Provision for doubtful accounts 2,040Pending litigationLoss Contingencies [Line Items]Loss contingency damage sought $ 0,01Pending litigation | Hess CorporationLoss Contingencies [Line Items]Claims in compensatory damages 28,000Standby letters of credit | P&I ClubLoss Contingencies [Line Items]Estimated recovery 1,832Standby letters of credit | Ongoing conversations with the end users | O. W.Bunker Group | Bankruptcy claimsLoss Contingencies [Line Items]Provision for doubtful accounts $ 3,119Accounts receivable 4,951Fraud And Fraudulent Inducement | Pending litigation | Hess CorporationLoss Contingencies [Line Items]Claims in compensatory damages $ 127,000


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12 Months EndedRevenues and Cost ofRevenues (Table) (Details) -


Dec. 31, 2016 Dec. 31, 2015 Dec. 31, 2014

Revenues And Cost Of Revenues [Abstract]Sales of marine petroleum products $ 3,996,642 $ 4,155,502 $ 6,590,998Voyage revenues 26,870 28,780 30,410Other revenues 52,707 47,372 40,393Total Revenues 4,076,219 4,231,654 6,661,801Cost of marine petroleum products 3,670,542 3,853,450 6,286,453Cost of voyage revenues 14,974 14,827 14,729Cost of other revenues 37,219 31,548 23,525Total Cost of Revenues $ 3,722,735 $ 3,899,825 $ 6,324,707


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12 Months EndedRevenues and Cost ofRevenues (Details) - USD ($)

$ in ThousandsDec. 31,

2016Dec. 31,

2015Dec. 31,

2014Cost Of Goods And Services Sold Depreciation And Amortization[Abstract]Depreciation included in Cost of Revenues $ 6,305 $ 4,780 $ 2,424


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12 Months EndedSelling and Distribution(Table) (Details) - USD ($)


Depreciation $ 24,941 $ 25,799 $ 21,325Provision for doubtful accounts 3,624 1,992 3,229Selling and Distribution expenses 202,266 205,078 220,830Selling and DistributionSalaries 53,507 52,576 57,550Depreciation 14,029 14,990 16,174Vessel hire charges 22,368 26,422 30,033Amortization of dry-docking costs 5,995 5,833 5,174Vessel operating expenses 29,657 29,117 33,447Bunkers consumption 12,557 16,421 26,464Storage costs 43,134 39,790 31,686Broker commissions 4,858 5,789 4,584Provision for doubtful accounts 2,197 1,992 3,229Other 13,964 12,148 12,489Selling and Distribution expenses $ 202,266 $ 205,078 $ 220,830


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12 Months EndedGeneral and Administrative(Table) (Details) - USD ($)


Depreciation $ 24,941 $ 25,799 $ 21,325General and Administrative expenses 49,757 43,318 38,099General and AdministrativeSalaries 22,575 19,480 17,616Depreciation 2,908 2,977 2,312Office Expenses 24,274 20,861 18,171General and Administrative expenses $ 49,757 $ 43,318 $ 38,099


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12 Months EndedInterest and Finance Costs(Table) (Details) - USD ($)


Interest and Finance costs [Abstract]Interest incurred on long-term debt (Note 13) $ 17,224 $ 15,455 $ 14,924Interest incurred on short-term borrowings (Note 12) 7,561 6,917 13,340Servicing fees on factoring (Note 3) 466 667 1,298Amortization of financing fees (Note 9) 5,616 6,028 4,455Amortization of convertible notes discount (Note 13) 4,610 4,082 2,297Bank commissions, commitment fees and other charges 6,144 4,530 6,582Interest rate swaps (Note 14) (5,539) 0 0Loss on partial extinguishment of convertible senior notes 417 0 0Interest on lease payments 0 0 6Capitalized interest 0 (71) (9,004)Total $ 36,499 $ 37,608 $ 33,898


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12 Months EndedEquity Incentive Plan - Non-Vested Shares (Table)(Details) - $ / shares Dec. 31, 2016 Dec. 31, 2015

Nonvested StockAt beginning of period 1,965,983 1,849,749Granted 1,316,000 1,141,000Vested (1,479,156) (1,023,266)Forfeited (20,000) (1,500)At end of period 1,782,827 1,965,983Weighted Average Grant Date Market PriceAt beginning of period $ 11.05 $ 8.51Granted 6.6 12.88Vested 8.85 8.91Forfeited 12.93 8.37At end of period $ 9.21 $ 11.05


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Equity Incentive Plan -Unrecognized Compensation

Cost (Table) (Details)$ in Thousands

Dec. 31, 2016USD ($)

Unrecognized Compensation Cost [Abstract]2017 $ 4,8452018 1,8822019 299Total $ 7,026


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12 Months EndedEquity Incentive Plan -Additional Information


Dec. 31,2016

Dec. 31,2015

Dec. 31,2014

Share-based Compensation Arrangement by Share-based PaymentAward [Line Items]Fair value of shares granted during the year $ 8,686 $ 14,696 $ 10,663Total fair value of shares vested 12,493 14,556 7,462Total compensation cost $ 12,229 $ 10,042 $ 8,774Expected weighted average recognition period of share based compensationawards

1 year 6months

2006 Equity Incentive PlanShare-based Compensation Arrangement by Share-based PaymentAward [Line Items]Aggregate number of shares reserved for issuance 91,4022015 Equity Incentive PlanShare-based Compensation Arrangement by Share-based PaymentAward [Line Items]Aggregate number of shares reserved for issuance 5,091,402Additional common shares 5,000,000


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9 Months Ended 12 Months EndedCommon Stock, TreasuryStock and Additional Paid-

In Capital - Equity andDividends (Details) - USD ($)

$ / shares in Units, $ inThousands

Sep. 15,2016

Oct.03,

2005

Dec. 31,2016

Dec. 31,2015

Dec.31,

2014

Aug. 17,2016

Jan.27,

2010

Jun. 08,2005

Jun. 06,2005

Authorized Capital -Common StockCommon stock - sharesauthorized 100,000,000100,000,000 100,000,000

Common stock - par value $ 0.01 $ 0.01 $0.01 $ 0.01

Common stock - shares issued 41,375,461 51,382,492Authorized Capital -Preferred StockPreferred stock - sharesauthorized 25,000,000 25,000,000 25,000,000

Preferred stock - par value $ 0.01 $ 0.01 $ 0.01DividendsDividends declared and paid $ 3,805 $ 3,926 $

2,403Share Issuance andRepurchaseStock value acquired andcancelled 99,580

Aggregate repurchase price $ 99,580 $ 0 $ 0LeveretAuthorized Capital -Common StockCommon stock - par value $ 0.01Common stock - shares issued 30,472,827Share Issuance andRepurchaseStock percentage repurchasedand retired during period 8.00%

Stock value acquired andcancelled

$35,000

Founder of the CompanyAuthorized Capital -Common StockRepurchase and retirement ofcommon stock, shares 11,303,031

Share Issuance andRepurchaseAggregate repurchase price $ 99,580Approved number of sharesfor repurchase 11,303,031


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1 MonthsEnded

11 MonthsEnded

Common Stock, TreasuryStock and Additional Paid-In Capital - Equity Issuance

(Details) - USD ($)$ / shares in Units, $ in

Thousands

Jan. 27, 2010 Dec. 08, 2006 Dec. 31,2016

Dec. 31,2015

Jun. 06,2005

Public Offerings [Abstract]Number of common shares issued in publicoffering 4,491,900

Par value of common shares issued $ 0.01 $ 0.01 $ 0.01 $ 0.01Price of common shares issued $ 32.75Underwriting commissions $ 7,355Issuance costs 707Net proceeds from public offering $ 139,047Initial Public OfferingPublic Offerings [Abstract]Number of common shares issued in publicoffering 14,375,000

Par value of common shares issued $ 0.01Price of common shares issued $ 14Underwriting commissions $ 14,088Issuance costs 1,953Net proceeds from initial public offering $ 185,209


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5 MonthsEnded

7 MonthsEnded

10MonthsEnded

12 Months EndedCommon Stock, TreasuryStock and Additional Paid-In Capital - Treasury stock


Dec.31,

2011

May21,

2010

Jul. 20,2011

Oct. 16,2014

Dec.31,

2016

Dec.31,

2015

Dec.31,

2014

Dec.31,

2012

May 17,2010

Aggregate repurchase price $99,580 $ 0 $ 0

Treasury StockApproved number of sharesfor repurchase 2,000,000 1,000,000

Number of shares repurchased 967,639 0 0 4,000Aggregate repurchase price $ 4,628 $

24,680 $ 19

Approved amount of shares forrepurchase $ 20,000

Repurchase program duration 12months 2 years


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12 Months EndedCommon Stock, TreasuryStock and Additional Paid-In Capital - Rights (Details)

Dec. 31, 2016$ / shares

sharesPreferred Share PurchaseRights [Abstract]Preferred share purchase rights In August 2009, the Company authorized and declared a dividend distribution of

one preferred share purchase right (a "Right") on each outstanding share of itscommon stock. The dividend distribution was made to shareholders of record asof August 14, 2009. The rights will separate from the common stock and becomeexercisable upon the earlier of (i) ten days following the public announcement ordisclosure that a person or group (an "Acquiring Person") has acquired beneficialownership, or obtained the right to acquire, 15 percent or more of the outstandingcommon stock or (ii) ten business days following the commencement of, or theannouncement of an intention to make, a tender offer or exchange offer, theconsummation of which would result in such a group or person becoming anAcquiring Person (the "Distribution Date"). On the Distribution Date, each Rightholder will be entitled to purchase for $100 (the "Exercise Price") one one-thousandth of a share of a new series of junior participating preferred stock. Inthe event that an Acquiring Person acquires more than 15 percent of theoutstanding common stock, each Right holder (except the Acquiring Person) willbe entitled to purchase at the Exercise Price, shares of common stock having amarket value equal to twice the Exercise Price. Any time after the date anAcquiring Person obtains more than 15 percent of the outstanding commonshares and before that Acquiring Person acquires more than 50 percent of theoutstanding common shares, the Company may exchange each Right owned byall other Rights holders, in whole or in part, for one common share. The Rightsexpire on the earliest of (i) August 14, 2019 or (ii) the redemption of the Rightsby the Company or (iii) the exchange of the Rights as described above. TheCompany can redeem the Rights at any time on or prior to the earlier of the tenthbusiness day following the public announcement that a person has acquiredownership of 15 percent or more of the outstanding common shares, or August14, 2019. The Rights do not have any voting rights. The Rights have the benefitof certain customary anti-dilution protections. As of December 31, 2016, no suchevents had occurred, and no rights have been exercised.

Date of record Aug. 14, 2019Conversion stock amountvalue | $ / shares $ 100,000

Shares per $ 1,000 principalamount of new preferred stock| shares

1


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12 Months EndedEarnings Per CommonShare (Table) (Details) - USD

($)$ / shares in Units, $ in

Thousands

Dec. 31,2016

Dec. 31,2015

Dec. 31,2014

Earnings Per Share Basic And Diluted [Abstract]Net income attributed to AMPNI shareholders $ 51,871 $ 34,841 $ 16,090Less: Dividends declared and undistributed earnings allocated tounvested shares (2,078) (1,392) (627)

Basic income available to common stockholders $ 49,793 $ 33,449 $ 15,463Basic weighted average number of common shares outstanding 44,919,189 47,271,582 46,271,716Diluted weighted average number of common shares outstanding 44,919,189 47,271,582 46,271,716Basic earnings per common share $ 1.11 $ 0.71 $ 0.34Diluted earnings per common share $ 1.11 $ 0.71 $ 0.34


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12 Months EndedEarnings Per CommonShare (Details) - shares Dec. 31, 2016 Dec. 31, 2015

Earnings Per Share Basic And Diluted Other Disclosures [Abstract]Anti-dilutive non vested shares 1,782,827 1,965,983


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12 Months EndedIncome Taxes - Effective TaxReconciliation - Revised

2015 & 2014 (Table) (Details)- USD ($)

$ in Thousands

Dec. 31, 2016 Dec. 31, 2015 Dec. 31, 2014

Current tax benefit / (expense) $ (2,921) $ (2,097) $ (2,053)Deferred tax benefit/ (expense) (1,437) (2,388) 89Income tax provision/ Income tax benefit/ (expense) (4,358) (4,485) (1,964)AB USA'sCurrent tax benefit / (expense) (2,618) (10) (56)Deferred tax benefit/ (expense) 2,537 (2,420) 0Income tax provision/ Income tax benefit/ (expense) $ (81) $ (2,430) $ (56)Effective tax rate 2.70% 28.26% 3.19%ABASCurrent tax benefit / (expense) $ 0 $ 0 $ 0Deferred tax benefit/ (expense) (1,183) (551) (458)Income tax provision/ Income tax benefit/ (expense) $ (1,183) $ (551) $ (458)Effective tax rate 1105.61% 26.34% 25.46%Aegean NWECurrent tax benefit / (expense) $ (150) $ (1,339) $ (1,663)Deferred tax benefit/ (expense) (3,062) 583 547Income tax provision/ Income tax benefit/ (expense) $ (3,212) $ (756) $ (1,116)Effective tax rate 168.17% 8.67% 7.57%ICSCurrent tax benefit / (expense) $ 40 $ (607) $ (334)Deferred tax benefit/ (expense) 0 0 0Income tax provision/ Income tax benefit/ (expense) $ 40 $ (607) $ (334)Effective tax rate 4.73% 85.98% 51.38%U.S., Greece and RussiaCurrent tax benefit / (expense) $ (93) $ (141) $ 0Deferred tax benefit/ (expense) 171 0 0Income tax provision/ Income tax benefit/ (expense) $ 78 $ (141) $ 0Effective tax rate 44.83% 59.49% 0.00%


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12 Months EndedIncome Taxes - StatutoryTax Expense - Revised 2015

& 2014 (Table) (Details) -USD ($)

$ in Thousands

Dec. 31, 2016 Dec. 31, 2015 Dec. 31, 2014

Income tax benefit/ (expense) on result before tax at statutory rate $ (20) $ (3,145) $ 1,017Effect of permanent differences (748) (1,340) (2,981)Valuation allowance 2,558 0 0Total tax (expense)/ benefit reconciliation (4,358) (4,485) (1,964)AB USA'sIncome tax benefit/ (expense) on result before tax at statutory rate 1,190 (3,410) (29)Effect of permanent differences (1,271) 980 (27)Total tax (expense)/ benefit reconciliation (81) (2,430) (56)ABASIncome tax benefit/ (expense) on result before tax at statutory rate (151) (589) (506)Effect of permanent differences (10) 38 48Valuation allowance (1,022) 0 0Total tax (expense)/ benefit reconciliation (1,183) (551) (458)Aegean NWEIncome tax benefit/ (expense) on result before tax at statutory rate (649) 1,109 1,735Effect of permanent differences (5) (1,865) (2,851)Valuation allowance (2,558) 0 0Total tax (expense)/ benefit reconciliation (3,212) (756) (1,116)ICSIncome tax benefit/ (expense) on result before tax at statutory rate (218) (184) (183)Effect of permanent differences 258 (423) (151)Total tax (expense)/ benefit reconciliation 40 (607) (334)U.S., Greece and RussiaIncome tax benefit/ (expense) on result before tax at statutory rate (52) (71) 0Effect of permanent differences 130 (70) 0Total tax (expense)/ benefit reconciliation $ 78 $ (141) $ 0


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Income Taxes - Deferred TaxAssets / Liabilities (Table)


Dec. 31, 2016 Dec. 31, 2015 Dec. 31, 2014

Deferred tax liabilities:Total deferred tax liabilities, net $ 6,626 $ 2,563ABASDeferred tax assets:Carryforward of notional interest deduction 0 45 $ 0Tax carryforward losses 0 761 1,275Investment tax incentive 0 377 459Total deferred tax assets, net 0 1,183 1,734AB USA'sDeferred tax assets:Inventory adjustments and others 2,254 0 0Federal net operating loss 0 2,102 0Total deferred tax assets, net 2,254 2,102 0Deferred tax liabilities:Inventory adjustments and others 0 3,091 0Amortization and depreciation 2,137 1,431 0Total deferred tax liabilities, net 2,137 4,522 0Aegean NWEDeferred tax assets:Tax carryforward losses 2,292 4,557 2,570Total deferred tax assets, net 2,292 4,557 2,570Deferred tax liabilities:Revaluation of Aegean NWE fixed assets 5,437 4,740 3,336Total deferred tax liabilities, net 5,437 4,740 3,336U.S., Greece and RussiaDeferred tax assets:Tax carryforward losses 171 0 0Total deferred tax assets, net $ 171 $ 0 $ 0


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12 Months Ended 60 MonthsEndedIncome Taxes - Revised 2015

& 2014 (Details) - USD ($)$ in Thousands Dec. 31,

2016Dec. 31,

2015Dec. 31,

2014 Dec. 31, 2015

Deferred tax assets current $ 3,769 $ 2,133 $ 2,133Deferred tax liabilities 6,626 2,563 $ 2,563Valuation allowance 2,558 $ 0 $ 0Carryforwards income tax benefit $ 2,292GreeceTax rate on cost 5.42%Effective tax rate 29.00% 29.00% 26.00%BelgiumEffective tax rate 33.99%Period 2016 to 2020 | GreeceTax rate on profit margin incurred within taxjurisdiction 5.00%


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Subsequent Events (Details)- Subsequent Event[Member] - USD ($)

$ in Thousands

Apr. 20, 2017Jan. 31, 2017

Convertible Unsecured Senior NotesSubsequent Event [Line Items]Loan amount $ 225,000Fixed interest rate 4.25%OBASTSubsequent Event [Line Items]Maximum borrowing capacity $ 25,000


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AEGEAN MARINE PETROLEUM NETWORK INC. Form 20-F ...

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Transcript of AEGEAN MARINE PETROLEUM NETWORK INC. Form 20-F ...