TRADE RECEIVABLES PURCHASE AGREEMENT

$56,200,000

AMENDED AND RESTATED

between

AEGEAN MARINE PETROLEUM S.A.,
as Seller and as Servicer,

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Purchaser,

and

DEUTSCHE BANK AG, NEW YORK BRANCH,
as Purchaser and Documentation Agent

Dated as of November 13, 2015

Table of Contents

Page

 

 

Exhibits
Exhibit A	Form of Irrevocable Payment Instructions
Exhibit B	Form of Opinion of the General Counsel of the Seller and the Guarantor
Exhibit C	Form of Opinion of ▇▇▇▇▇▇▇▇ Islands Counsel to the Seller and the Guarantor
Exhibit D	Form of Opinion of U.S. Counsel to the Seller and the Guarantor
Exhibit E	Form of Closing Certificate
Exhibit F	Form of Receivables Presentation
Exhibit G	Form of Purchase Offer
Exhibit H	Form of Limited Guarantee
Exhibit I	Form of Servicer's Report

 

AMENDED AND RESTATED TRADE RECEIVABLES PURCHASE AGREEMENT (this "Agreement"), dated as of November 13, 2015, between AEGEAN MARINE PETROLEUM S.A., a corporation organized and existing under the laws of Liberia, as seller (in such capacity, the "Seller") and servicer (in such capacity, the "Servicer") hereunder; Deutsche Bank AG, New York Branch, as purchaser ("DBNY"); and Deutsche Bank Trust Company Americas, as purchaser ("DBTCA"; DBNY and DBTCA as each individually also referred to as the "Purchaser", as the context may require, and collectively as the "Purchasers"), with DBNY acting as documentation agent hereunder for the Purchasers (in such capacity, the "Documentation Agent").

The parties hereto hereby agree as follows:

SECTION 1: DEFINITIONS

"Account Debtor": means, with respect to an Account Receivable each Person who purchases Oil Products on credit under an Underlying Contract and who is obligated to make payments on such Account Receivable to the Seller on the Underlying Contract pursuant to such Underlying Contract.

"Account Receivable": means the Seller's right to the payment of money from an Account Debtor, arising out of the sale of Oil Products; provided that the parties hereto agree that each such right to payment evidenced by a separate, discrete invoice shall constitute a separate Account Receivable hereunder.

"Affiliate": of any relevant Person means (i) a Controlling Person; (ii) any Person (other than the relevant Person or a Subsidiary of the relevant Person) which is Controlled by or is under common Control with a Controlling Person; or (iii) any Person (other than a Subsidiary of the relevant Person) of which the relevant Person owns, directly or indirectly, five percent or more of the common stock or equivalent equity interests.

"Agreement": as defined in the preamble hereto.

"Agreement Fee": means the fee referred to in Section 2.5(b).

"Applicable Purchase Rate": as specified on Schedule A to the Fee Letter with respect to each Eligible Obligor.

"Applicable Margin": as specified on Schedule A to the Fee Letter with respect to each Eligible Obligor.

"Books and Records": means, with respect to the Accounts Receivable, all of the books, records, computer tapes, digital records, programs, and ledger books arising from or relating to such Account Receivable.

"Business Day": means each day which is not a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law, executive order, or governmental decree to be closed.

"Capital Lease Obligations": as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

"Capital Stock": means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing, but excluding any debt security convertible into or exchangeable for such interest.

"Change of Control": means, with respect to the Guarantor, at any time: (a) any "person" or "group" (within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934) (i) who is not now a beneficial owner of the Guarantor becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 35% of the total voting power or ownership interest of the Capital Stock of the Guarantor; or (ii) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of the Guarantor; (b) during any period of 12 consecutive months, the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of the Guarantor cease to be occupied by Persons who either (i) were members of the board of directors of the Guarantor on the date hereof, or (ii) were nominated for election by the board of directors of the Guarantor, a majority of whom were directors on the date hereof or whose election or nomination for election was previously approved by a majority of such directors or directors elected in accordance with this sub-clause b(ii); or (c) the Seller shall cease to be a direct Subsidiary of Aegean Marine Petroleum Network Inc.

"Change of Law": means the occurrence, after the date hereof, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

"Collection Account": account no. ▇▇-▇▇▇-▇▇▇ Ref: Aegean Marine Petroleum S.A. maintained by the Purchasers.

"Collections": all collections and other proceeds received and payment of any amounts owed in respect of Purchased Receivables, including, without limitation, purchase price, finance charges, interest and all other charges, or applied to amounts owed in respect of such Purchased Receivables and all other proceeds of such Purchased Receivables.

"Consolidated": means with respect to any financial statements to be provided under or for the purposes of this Agreement and any other Transaction Document as defined by GAAP.

"Contractual Obligation": as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

"Control": means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, or otherwise and "Controlling" and "Controlled" shall have meanings correlative thereto.

"Controlling Person": means with respect to any relevant Person, a Person that directly, or indirectly through one or more intermediaries, Controls the relevant Person.

"Defaulted Receivable": a Purchased Receivable that is unpaid and outstanding on the Scheduled Due Date therefor.

"Dilution": any adjustment in the outstanding principal balance of a Purchased Receivable attributable to any credits, allowance, rebates, billing errors, sales or similar taxes, discounts, disputes, returns, allowances setoff, counterclaim, adjustment, settlement, compromise, return, accord and satisfaction, accommodation, chargeback or forgiveness or similar items of any nature or type on, of, or relating to any Purchased Receivable.

"Disposition": with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof. The term "Dispose of" shall have a correlative meaning.

"Distribution Date": with respect to any Purchase Date, the date or dates which shall be not later than the last day of the respective Purchase Period for Scheduled Receivables purchased on such Purchase Date, on which the Collections on Scheduled Receivables to be purchased on such date will be distributed to the Purchasers and (if applicable) the Seller from the Collection Account.

"Documentation Agent": as defined in the preamble hereto.

"Dollars" and "$": dollars in lawful currency of the United States.

"▇▇▇▇▇": means the Electronic Data Gathering, Analysis, and Retrieval system maintained by the SEC.

"Eligible Obligor": each of the entities specified on Schedule 1.1. Under no circumstances shall an Eligible Obligor include a purchaser from Cuba, Iran, North Korea, Sudan, Syria, Myanmar, Libya or any other country or person from time to time subject to trade, economic or other similar sanctions binding on financial institutions resident in the United States or Germany.

"Eligible Receivables": on an applicable Purchase Date, any Account Receivable (i) which has a Scheduled Due Date and which Scheduled Due Date is not later than 30 days after the invoice date therefor, (ii) which is an "account" as defined in the UCC, governed by Greek law, (iii) which is denominated and payable in Dollars in the United States, (iv) which, together with the related Underlying Contract, is in full force and effect and constitutes the legal, valid and binding obligation of the applicable Obligor enforceable against each such Obligor in accordance with its terms and subject to no counterclaim or other defense; (v) which satisfies all applicable requirements of the Servicer's standard customer credit policies, including that the Receivable is not delinquent or defaulted, (vi) which was generated in the ordinary course of the Seller's business, including in compliance with its Standard Terms, (vii) where the Account Debtor related to such Account Receivable is an Eligible Obligor and such Account Receivable together with all other Accounts Receivable then outstanding of such Eligible Obligor does not exceed the Obligor Limits for such Eligible Obligor; and (viii) in respect of which an Irrevocable Payment Instruction has been given.

"Facility Termination Date": means the earlier of (i) November 14, 2016, and (ii) the date on which the Documentation Agent delivers to the Servicer a notice of termination as a result of a Termination Event in accordance herewith (or the date on which such termination becomes effective automatically pursuant to Section 7).

"Fee Letter": the fee letter referred to in Section 2.4.

"Financial Debt": as to any Person: (i) any indebtedness of such Person for or in respect of borrowed money or the deferred purchase price of goods and services; (ii) the outstanding principal amount of any bonds, debentures, notes, loan stock, commercial paper, acceptance credits, bills or promissory notes drawn, accepted, endorsed or issued by such Person; (iii) non-contingent obligations of such Person to reimburse any other Person for amounts paid by that Person under a letter of credit or similar instrument (excluding any letter of credit or similar instrument issued for the account of such Person with respect to trade accounts incurred and payable in the ordinary course of business to trade creditors of such Person within ninety (90) days of the date they are incurred and which are not overdue); (iv) the amount of any obligation of such Person in respect of any Capital Lease Obligation; (v) amounts raised by such Person under any other transaction having the financial effect of a borrowing and which would be classified as a borrowing under GAAP; (vi) the amount of the obligations of such Person under derivative transactions entered into in connection with the protection against or benefit from fluctuation in any rate or price (but only the net amount owing by such Person after marking the relevant derivative transactions to market); (vii) any premium payable by such Person on a mandatory redemption or replacement of any of the foregoing items; (viii) all indebtedness of the types described in the foregoing items secured by a Lien on any property owned by such Person, whether or not such indebtedness has been assumed by such Person; (ix) all obligations of such Person to pay a specified purchase price for goods and services, whether or not delivered or accepted (i.e., take or pay or similar obligations); (x) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, any liability of such Person under any sale and leaseback transactions that do not create a liability on the balance sheet of such Person, any obligation under a "synthetic lease" or any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person; and (xi)

the amount of any Guaranty Obligation of such Person for any of the foregoing items incurred by any other Person.

"GAAP": means generally accepted accounting principles in the United States of America applied on a consistent basis.

"Governmental Authority": any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization.

"Greece": the Hellenic Republic of Greece.

"Group Members": the collective reference to the Seller, the Guarantor and their respective Consolidated Subsidiaries.

"Guarantee Obligation": as to any Person (the "guaranteeing person"), any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Financial Debt, leases, dividends or other obligations (the "primary obligations") of any other third Person (the "primary obligor") in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term "Guarantee Obligation" shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person's maximum reasonably anticipated liability in respect thereof as determined by the Seller in good faith.

"Guarantor": Aegean Marine Petroleum Network Inc., in its capacity as guarantor under the Limited Guarantee.

"Incipient Termination Event": any event which, with the giving of notice, the lapse of time, or both, would become a Termination Event.

"Indemnified Amounts": any and all claims, damages, costs, expenses, losses and liabilities (including all reasonable fees and other charges of any law firm or other external counsel) actually incurred.

"Indemnified Person": each Purchaser and its Affiliates, together with their respective officers, directors, employees, advisors, agents, successors, transferees and assigns and Controlling Persons of each Purchaser and its Affiliates.

"Indemnified Taxes": as defined in Section 2.8(a).

"Insolvency Proceeding": (a) any case, action or proceeding before any court of any Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other similar arrangement in respect of its creditors generally or any substantial portion of its creditors; and, in the case of clause (a) or (b), undertaken under U.S. Federal, state or foreign law, including the U.S. Federal Bankruptcy Code.

"Invoice Amount": the face amount payable of an invoice in respect of a Scheduled Receivable, as expressed unambiguously on the face of such invoice.

"Irrevocable Payment Instruction": each irrevocable payment instruction, substantially in the form of Exhibit A, included by the Seller in the relevant invoice to the relevant Eligible Obligor in respect of Scheduled Receivables, providing for payment of such Scheduled Receivables to the Collection Account.

"Liberia": the Republic of Liberia.

"Lien": means, with respect to any asset, any mortgage, deed to secure debt, deed of trust, lien, pledge, charge, security interest, security title, assignment by way of security, deposit arrangement, preferential arrangement which has the practical effect of constituting a security interest, encumbrance, or servitude of any kind in respect of such asset, whether by consensual agreement or by operation of statute or other law, or by any agreement, contingent or otherwise, to provide any of the foregoing. For the purposes of this Agreement, Seller shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease, or other title retention agreement relating to such asset.

"Limited Guarantee": the limited guarantee of the Guarantor substantially in the form of Exhibit H hereto.

"▇▇▇▇▇▇▇▇ Islands": the Republic of the ▇▇▇▇▇▇▇▇ Islands.

"Material Adverse Effect": a material adverse effect on (a) the Purchased Receivables, (b) the business, assets, property, operations or condition (financial or otherwise) of the Seller, the Guarantor or the Group Members taken as a whole, or (c) the validity or enforceability of any of the Transaction Documents or the rights and remedies of the Purchaser thereunder.

"Obligations": all amounts payable as indemnity hereunder and all other obligations and liabilities of the Seller to the Purchasers, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Transaction Document or any other document made, delivered or given in connection herewith or therewith, whether on account of interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel to the Purchaser that are required to be paid by the Seller pursuant hereto) or otherwise, but in no event any amounts unpaid, paid over or repaid to any Person with respect to any Receivable as a result of the financial inability of the applicable Eligible Obligor or the collectability of the underlying Receivable.

"Obligor": with respect to any Receivable, the Eligible Obligor obligated to make payments with respect to such Receivable and any guarantor of such Eligible Obligor's obligations.

"Obligor Adverse Change": with respect to any Eligible Obligor, any event or circumstance (when taken alone or together with any previous event or circumstance) which, in the good faith opinion of the Purchaser, represents an adverse change in the financial condition, assets or business of such Eligible Obligor that could be reasonably expected to affect materially and adversely the ability of such Eligible Obligor to perform its obligations under the Accounts Receivable of such Eligible Obligor or otherwise adversely affects the creditworthiness of such Eligible Obligor.

"Obligor Limits": the specified limit on the aggregate stated net amount payable (net of credit memos) of Purchased Receivables of any Eligible Obligor that may be outstanding at any time hereunder, as set forth on Schedule A to the Fee Letter. The Obligor Limits in respect of any Eligible Obligor are subject to reduction or cancellation by the Purchasers in the event of an Obligor Adverse Change, any such reduction or cancellation to be notified by the Documentation Agent to the Seller and the Servicer promptly in writing (it being understood that any such reduction or cancellation shall not apply to Purchased Receivables that have been purchased prior to the date of such reduction or cancellation).

"Oil Products": means oil bunkering products and lubricants used in the maritime industry.

"Organizational Documents": with respect to any Person, if such Person is a corporation, its charter and by-laws, or other organizational or governing documents, or if such Person is a partnership, its certificate of partnership, if any, and partnership agreement and, in each case, any stockholder or similar agreements between and among the holders of ownership interests in such Person.

"Other Taxes": any and all present or future value added taxes (VAT), stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Transaction Document.

"Payment Account": the account of the Purchasers at Deutsche Bank Trust Company Americas New York ABA# ▇▇▇▇▇▇▇▇▇, FFC: Deutsche Bank NY Loan Operations A/C: 60200119, Ref: Aegean, Attn: ▇▇▇ ▇▇▇▇▇▇.

"Person": an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

"Purchase Cost": for each day during the applicable Purchase Period, a rate per annum equal to the Purchaser's cost of funds plus the Applicable Margin.

"Purchase Date": each date prior to the Facility Termination Date on which the Seller proposes to sell to the Purchasers ownership interests in the Scheduled Receivables identified in the related Purchase Offer.

"Purchase Offer": a notice delivered by the Servicer to the Documentation Agent in respect of a prospective sale of Scheduled Receivables, substantially in the form of Exhibit G hereto.

"Purchase Period": as to any Purchase Price, the period commencing on (and including) the Purchase Date and ending on but excluding the Scheduled Due Date therefore plus the number of days on which payment is anticipated, as determined from time to time by the Purchaser and notified to the Seller, made on the basis of historical payment data made available to the Purchaser.

"Purchase Price": the amount to be paid by a Purchaser for the account of the Seller with respect to a Scheduled Receivable, which will be equal to the Applicable Purchase Rate multiplied by the Invoice Amount of the corresponding Eligible Receivable less the Purchase Reserve therefor.

"Purchased Receivable": at any time the undivided ownership interest of the Purchaser acquired pursuant to this Agreement from the Seller in the Scheduled Receivables reflected in the applicable Purchase Offer, the Specified Assets with respect to such Scheduled Receivables and proceeds of, and amounts received or receivable under any or all of the foregoing. Such undivided percentage ownership interest shall be computed as:

I + YR

Where:

provided, however, that the Purchased Receivable shall never be more than the outstanding balance of the related Scheduled Receivables as of the date the related Purchase Offer is sent to the Purchaser.

"Purchase Reserve": the product of the Invoice Amount with respect to an applicable Purchase Price multiplied by the Applicable Purchase Rate multiplied by the applicable Purchase Cost; provided that no provision in this Agreement shall require the payment or permit the collection of Purchase Reserve in excess of the maximum permitted by applicable law.

"Purchaser" and "Purchasers": as defined in the preamble hereto.

"Purchaser Limit": the obligation of the Purchasers, if any, to purchase Receivables in an amount not to exceed $56,200,000.

"Receivables Presentation": a presentation by the Seller substantially in the form of Exhibit F hereto.

"Related Rights": means, solely to the extent related to any Scheduled Receivable, the Seller's contract rights under the Underlying Contract and all supporting obligations due with respect to the same.

"Requirement of Law": as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

"Responsible Officer": as to any Person, the chief executive officer, president, chief financial officer, vice president, treasurer, or any other duly authorized officer or attorney-in-fact of such Person, but in any event, with respect to financial matters, the chief financial officer of such Person.

"Scheduled Due Date": the date on which a Scheduled Receivable becomes due and payable in accordance with the related Underlying Contract and draft or invoice therefor, which shall not be greater than 30 days after the invoice date therefor.

"Scheduled Receivable": any of the Eligible Receivables, the outstanding balances of which are reflected in an applicable Purchase Offer and subsequently purchased pursuant to Section 2.2.

"SEC": the United States Securities and Exchange Commission.

"Seller": as defined in the preamble hereto.

"Servicer": the meaning set forth in the preamble to this Agreement.

"Servicer's Report": as defined in Section 6.2(a).

"Solvent": when used with respect to any Person, means that, as of any date of determination, (a) the amount of the "present fair saleable value" of the assets of such Person will, as of such date, exceed the amount of all "liabilities of such Person, contingent or otherwise," as of such date, as such quoted terms are determined in accordance with applicable U.S. federal and state laws governing determinations of the insolvency of debtors, (b) the present

fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) "debt" means liability on a "claim," and (ii) "claim" means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

"Specified Assets": means, whether now or hereafter owned, existing or arising, with respect to any Scheduled Receivable: (i) all Related Rights, (ii) all Collections with respect to such Scheduled Receivable, and (iii) all proceeds of, and all amounts received or receivable under, any or all of the foregoing.

"Standard Terms" means, with respect to any Account Debtor, the terms and conditions related to Seller's selling and delivery of its Oil Products to such Account Debtor.

"Subsidiary" means, with respect to any Person, any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly Controlled by such Person.

"Termination Event": any of the events specified in Section 7, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

"Transaction Documents": this Agreement, the Fee Letter and the Limited Guarantee.

"UCC": the Uniform Commercial Code as in effect from time to time in the State of New York.

"UCC Financing Statement": a financing statement on Form UCC-1 (or Form UCC-3) in the form required under the applicable UCC to perfect an ownership interest in property that is perfected by filing.

"Underlying Contract": means, with respect to any Account Receivable, the contract or agreement which gave rise to such Account Receivable, but only to the extent such contract or agreement relates to such Account Receivable. The Underlying Contract of an Eligible Receivable shall comprise the following elements: (a) the bunkering confirmation issued by the Seller to the relevant Account Debtor together with a copy of the Account Debtor's confirmation of such bunkering confirmation, together evidencing the contract entered into between the Seller and the Account Debtor and complying with the following requirements: (i) such bunkering confirmation when read together with the relevant Account Debtor's confirmation shall include, whether expressly or by incorporation, all the terms of such contract between the Seller and the Account Debtor; and (ii) such bunkering confirmation when read together with the Account Debtor's confirmation shall refer to and incorporate the Seller's standard terms and conditions;

and (b) a copy of the receipt for the oil bunkers and/or lubricants supplied (as relevant) complying with the following requirements: such receipt shall have been duly signed by the master or chief engineer on behalf of the vessel to which the Seller has supplied such oil bunkers and/or lubricants (as relevant) as evidence of the relevant Account Debtor's irrevocable payment obligations, free from any rights of set-off or other deduction; and (c) a copy of the relevant invoice issued to the relevant Account Debtor, having a payment tenor of no more than 30 days as of the date of the relevant receipt.

"United States": the United States of America.

SECTION 2:  THE PURCHASES OF SCHEDULED RECEIVABLES

2.5

Computation and Payments; Agreement Fees.

purchases or the ownership of the related Purchased Receivable or in respect of any Purchased Receivable; (x) the occurrence of any Termination Event; (xi) in the event any Purchased Receivable is greater than 1.0 times the related Scheduled Receivables; (xii) the failure of any Purchased Receivables to be Eligible Receivables; (xiii) the failure of the Seller to complete the sale and delivery of the goods (or the performance of the services, if any) which are the subject of any Purchased Receivables; (xiv) any action or inaction of the Seller which impairs the interest of the Purchasers in any Purchased Receivables; or (xv) any failure to pay accrued interest hereunder or under the Fee Letter when and as due. All Indemnified Amounts hereunder shall be due and payable on the date that is 10 days from the demand made therefor to the Payment Account. Any Purchased Receivable in respect of which an Indemnified Amount is paid pursuant to Sections 2.9(a)(iv), (xii), (xiii) or (xiv) shall be deemed paid in full upon payment of the applicable Indemnified Amount and upon such payment the Seller shall be deemed to have repurchased any such Purchased Receivable.

all right, title and interest of the Seller in and to the Scheduled Receivables pursuant to this Agreement constitute a true sale, a court were to hold that such sale and assignment constitutes a secured financing arrangement rather than a true sale, but without derogating from the foregoing intention of the parties, the Seller hereby grants to the Purchasers as of the date of this Agreement a security interest under Article 9 of the UCC in all of the right, title and interest of the Seller in, to and under the Purchased Receivables now existing and hereafter created as collateral security for all of the Obligations of the Seller under this Agreement and the other Transaction Documents, and solely for such purpose (i) the Purchasers shall have all of the rights and remedies of a secured party under the UCC, (ii) all of the provisions of this Agreement shall be construed mutatis mutandis to grant such a security interest, (iii) the Purchased Receivables constitute either "accounts" or "general intangibles" under the UCC and (iv) this Agreement shall constitute a security agreement under the UCC.

SECTION 3:  REPRESENTATIONS AND WARRANTIES

To induce the Purchasers to enter into this Agreement and to make the purchases, the Seller, hereby represents and warrants to the Purchasers that:

Agreement or any other Transaction Document outside of such jurisdictions or (ii) on any payment to be made by the Seller or the Guarantor pursuant to this Agreement or any other Transaction Document. The Seller and the Guarantor each is permitted to make all payments pursuant to this Agreement and the other Transaction Documents free and clear of all taxes, levies, imposts, deductions, charges or withholdings imposed, levied or made by or in Liberia, the ▇▇▇▇▇▇▇▇ Islands and Greece and any political subdivision or taxing authority thereof or therein, and no such payment in the hands of the Purchasers will be subject to any tax, levy, impost, deduction, charge or withholding imposed, levied or made by or in Liberia, the ▇▇▇▇▇▇▇▇ Islands, Greece or any political subdivision or taxing authority thereof or therein.

3.10       Intentionally Omitted.

3.11       Investment Company Act; Other Regulations. The Seller is not an "investment company," or a company "controlled" by an "investment company," within the meaning of the U.S. Investment Company Act of 1940, as amended.

3.12       Accuracy of Information, etc. No statement or information contained in this Agreement, any other Transaction Document or any other document, certificate or statement furnished by or on behalf of the Seller or the Guarantor to the Purchasers for use in connection with the transactions contemplated by this Agreement or the other Transaction Documents, when taken together with the Guarantor's filings with the SEC, contained as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading. There is no fact known to the Seller that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein or in the Guarantor's filings with the SEC, in the other Transaction Documents, or in any other documents, certificates and statements furnished to the Purchasers for use in connection with the transactions contemplated hereby and by the other Transaction Documents. The Guarantor has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1, 2011 (collectively, the "Aegean Reports"). None of the Aegean Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

3.13       Solvency. The Seller is, and after giving effect to the Purchasers' Purchase Prices and the incurrence of the obligations being incurred hereunder, will be and will continue to be, Solvent.

3.14       Compliance with Laws. The Seller is in compliance with all applicable laws, regulations and similar requirements of Governmental Authorities, except where the necessity of such compliance is being contested in good faith through appropriate proceedings diligently pursued and except where failure to comply would not have and could not reasonably be expected to cause a Material Adverse Effect.

3.15       Principal Place of Business. The principal place of business and chief executive office (as such terms are used in the UCC) of the Seller and the office where the Seller keeps its records concerning the Purchased Receivables are located at the addresses set forth on Schedule 3.15.

3.16       Accounting for Purchased Receivables. The Seller has accounted for each sale of undivided percentage ownership interests in its Purchased Receivables in its books and financial statements as sales, consistent with GAAP. The Seller shall not prepare financial statements which shall account for the transactions contemplated hereby in any manner other than as sales of the Purchased Receivables by the Seller to the Purchasers or in any other respect account for or treat the transactions contemplated hereby (including for accounting purposes, but excluding for tax reporting purposes and except as required by law) in any manner other than as sales of the Purchased Receivables by the Seller to the Purchasers. None of the Scheduled Receivables when sold hereunder will constitute assets of the Seller, and the transfer of the Purchased Receivables to the Purchasers will not be capable of being set aside by any creditor of the Seller or any other Person (including, without limitation, any liquidator, trustee, receiver or similar official with respect to the Seller).

3.17       Other Legal Matters. (a) Under the laws of Liberia, the ▇▇▇▇▇▇▇▇ Islands and Greece, the choice of New York law in the Transaction Documents is a valid choice of law, and the Seller's and the Guarantor's submission to jurisdiction and consent to service of process, in each case, in New York, and waiver of objection to venue, in each case as set forth in the Transaction Documents, is effective. Each Purchaser is entitled to ▇▇▇ as a plaintiff in the courts of Liberia, the ▇▇▇▇▇▇▇▇ Islands and Greece for the enforcement of its rights against the Seller and the Guarantor; such access to the courts of Liberia, the ▇▇▇▇▇▇▇▇ Islands and Greece will not be subject to any conditions that are not applicable to residents of such jurisdictions or companies incorporated under the laws of such jurisdictions; and, suing as plaintiff in the courts of Liberia, the ▇▇▇▇▇▇▇▇ Islands and Greece does not itself constitute sufficient connection with the any of such jurisdictions to subject any such plaintiff to taxation in the respective jurisdiction. Each of the Transaction Documents constitutes a legal, valid and binding obligation of the Seller and the Guarantor, respectively, under the laws of Liberia, the ▇▇▇▇▇▇▇▇ Islands and Greece, as the case may be, enforceable in accordance with its terms.

3.18       Anti-Terrorism Laws. (a) Neither the Seller, nor any of its Subsidiaries nor, to the knowledge of the Seller, any of its Affiliates is in violation of any Requirement of Law relating to terrorism or money laundering ("Anti-Terrorism Laws"), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the "Executive Order"), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

             (b)              Neither the Seller, nor any of its Subsidiaries nor, to the knowledge of the Seller, any Affiliate or broker or other agent of them or their respective Subsidiaries acting or benefiting in any capacity in connection with the Scheduled Receivables hereunder is any of the following:

SECTION 4: CONDITIONS PRECEDENT

exception, or qualification arising out of the scope of the audit, by Deloitte Hadjipavlou Sofianos & Cambanis S.A., or other independent registered public accountants of recognized international standing and without any limitation or qualification on the certification of internal controls required under SEC rules; and

reasonably be expected to cause a Material Adverse Effect. Subject to funds being lawfully available therefor, Seller will pay promptly when due all taxes, assessments, governmental charges, claims for labor, supplies, rent, and other obligations for which it is liable in each case, which, if unpaid, might become a Lien against Seller's property, except liabilities being contested in good faith and against which Seller will set up reserves in accordance with GAAP.

Each notice pursuant to this Section 5.6 shall be accompanied by a statement of a Responsible Officer of the Seller setting forth details of the occurrence referred to therein and stating what action the Seller proposes to take with respect thereto.

SECTION 6: SERVICER OBLIGATIONS

wholly subrogated to the insurer, which shall apply Collections constituting recoveries in accordance with the terms of the policy. In the event that a Termination Event has occurred and is continuing, the Purchasers may designate as servicer any Person (including DBNY or DBTCA) to succeed the Servicer. The Servicer shall not be entitled to receive any fee for the performance of its servicing duties hereunder.

6.4            Amounts in Collection Accounts. Amounts from time to time in the Collection Account that represent payment of Scheduled Receivables shall be held for the benefit of the Purchaser for the purposes and on the terms set forth in this Agreement. Such amounts in respect of Scheduled Receivables held in the Collection Account shall not constitute payment of the

Obligations until applied as hereinafter provided. The Documentation Agent shall provide the Servicer with real time information concerning activity in the Collection Accounts.

SECTION 7: TERMINATION EVENTS AND REMEDIES

If any of the following events shall occur and be continuing:

default in the observance or performance of any agreement contained in Section 6 of this Agreement;

then, and in any such event, (A) if such event is a Termination Event specified in clause (i) or (ii) of paragraph (f) above or clause (i) of paragraph (i) above, automatically the Purchase Limits shall immediately be reduced to zero and terminate, (B) if such event is any other Termination Event, the Purchasers may, by notice to the Seller, declare the Purchase Limits to be reduced to zero and terminated forthwith.

SECTION 8: MISCELLANEOUS

when delivered at the address specified in this Section; provided that notices to the Purchasers or the Documentation Agent hereunder shall not be effective until received.

losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court to arise from the willful misconduct or gross negligence of such Indemnified Person. All amounts due under this Section 8.5(a) shall be payable not later than 10 Business Days after written demand therefor. The agreements in this Section 8.5(a) shall survive payment of all amounts payable hereunder. Notwithstanding the foregoing, in no event shall Indemnified Amounts include any amounts unpaid, paid over or repaid to any Person with respect to any Receivables as a result of the financial inability of an Eligible Obligor, or the uncollectability of the underlying Receivable as a result of the Eligible Obligor's creditworthiness.

or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

 

NOTICE DETAILS:

DEUTSCHE BANK AG, NEW YORK BRANCH/DEUTSCHE BANK TRUST

COMPANY AMERICAS

▇▇ ▇▇▇▇ ▇▇., ▇▇^▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Structured Trade & Export Finance

Attention: ▇▇▇▇▇ ▇▇▇▇ / ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇

Telephone: ▇▇▇-▇▇▇-▇▇▇▇

Fax: ▇▇▇-▇▇▇-▇▇▇▇

Email: ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇

Telephone: ▇▇▇-▇▇▇-▇▇▇▇

Fax: ▇▇▇-▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇

AEGEAN MARINE PETROLEUM S.A.

▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇

▇▇▇ ▇▇ ▇▇▇▇▇▇▇

▇▇▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇▇▇▇▇

Telephone: ▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇

Fax: ▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇

With a copy to:

▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP

▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇ ▇. ▇▇▇▇▇

Telephone: ▇▇▇-▇▇▇-▇▇▇▇

Fax: ▇▇▇-▇▇▇-▇▇▇▇

Schedule 3.4

Schedule 3.14

ACTIONS TO PERFECT OWNERSHIP AND SECURITY INTERESTS IN PURCHASED
RECEIVABLES AND COLLATERAL

United States

A UCC-1 financing statement setting forth the applicable information regarding Seller, as seller, and the relevant Purchased Receivables, shall have been filed with the District of Columbia Recorder of Deeds, Washington, D.C.

Schedule 3.15

Principal Place of Business of the Seller:

▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇