AMENDED AND RESTATED UNCOMMITTED CREDIT AGREEMENT among AEGEAN BUNKERING (USA) LLC, as Borrower, The Several Lenders from time to time Parties Hereto, and ABN AMRO CAPITAL USA LLC, as Administrative Agent, Collateral Agent, Syndication Agent, Daylight...

AMENDED AND RESTATED UNCOMMITTED CREDIT AGREEMENT


among


AEGEAN BUNKERING (USA) LLC,
as Borrower,


The Several Lenders
from time to time Parties Hereto,


and


ABN AMRO CAPITAL USA LLC,
as Administrative Agent, Collateral Agent, Syndication Agent,
Daylight Overdraft Lender, Swing Line Lender,
and an Issuing Lender

and

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND", NEW YORK BRANCH

and

NATIXIS, NEW YORK BRANCH

as Co-Documentation Agents

and

ABN AMRO CAPITAL USA LLC,
as Lead Arranger and Bookrunner

Dated as of August 22, 2014

THIS AGREEMENT PROVIDES FOR AN UNCOMMITTED FACILITY
WITH A DEMAND FEATURE.  ALL LOANS AND
LETTERS OF CREDIT ARE DISCRETIONARY ON THE PART OF THE LENDERS
IN THEIR SOLE AND ABSOLUTE DISCRETION.

THE LENDERS MAY MAKE DEMAND FOR PAYMENT OF LOANS OR CASH
COLLATERALIZATION OF LETTERS OF CREDIT
AT ANY TIME IN THEIR SOLE AND ABSOLUTE DISCRETION.

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TABLE OF CONTENTS

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AMENDED AND RESTATED UNCOMMITTED CREDIT AGREEMENT

AMENDED AND RESTATED UNCOMMITTED CREDIT AGREEMENT, dated as of August 22, 2014, among AEGEAN BUNKERING (USA) LLC, a limited liability company organized under the Laws of Delaware (the "Borrower"), the several banks and other financial institutions or entities from time to time parties to this Agreement as lenders (the "Lenders"), ABN AMRO CAPITAL USA LLC, a limited liability company organized under the Laws of Delaware ("ABN"), as administrative agent for the Lenders (together with any successor Administrative Agent appointed pursuant to Section 10.9, in such capacity the "Administrative Agent"), as collateral agent for the Lenders (together with any successor Collateral Agent pursuant to Section 10.9, in such capacity the "Collateral Agent"), as daylight overdraft lender (in such capacity, the "Daylight Overdraft Lender"), as swing line lender (in such capacity, the "Swing Line Lender"), as an issuing lender (in such capacity, an "Issuing Lender"), as the syndication agent (in such capacity, the "Syndication Agent") and as Lead Arranger and Bookrunner (in such capacities, the "Lead Arranger" and "Bookrunner"), COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as a documentation agent for the Lenders ("Rabobank") and NATIXIS, NEW YORK BRANCH, as a documentation agent for the Lenders ("Natixis"; and together with Rabobank, each in its capacity as documentation agent, together with its successors in such capacity, a "Co-Documentation Agent" and collectively, the "Co-Documentation Agents").

RECITALS

WHEREAS, the Borrower is party to that certain line letter agreement, dated as of December 17, 2013 (as amended, supplemented or otherwise modified prior to the date hereof, the "Existing Credit Agreement"), between the Borrower and ABN, pursuant to which ABN made available to the Borrower certain extensions of credit, including certain standby and documentary letters of credit; and

WHEREAS, the Borrower has requested that ABN amend and restate the Existing Credit Agreement to add additional banks and other financial institutions or entities as lenders, and to make such other modifications as are set forth below, and ABN and the other parties hereto are willing to agree to this amendment and restatement, in each case on the terms and subject to the conditions of this Agreement;

NOW, THEREFORE, in consideration of the promises, mutual agreements, provisions and covenants contained herein, the parties hereto agree that, on the Amended and Restated Effective Date (as defined below), the Existing Credit Agreement will be amended and restated to read in its entirety as provided in the recitals and the introductory paragraph hereto and as follows:

SECTION 1.

DEFINITIONS

"ABN":  as defined in the introductory paragraph of this Agreement.

"Accounts":  the aggregate of the unpaid portions of Accounts Receivable arising from the Borrower's sale of Eligible Inventory in the ordinary course of business.

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"Account Control Agreements":  with respect to any Deposit Account, Commodity Account or Securities Account, an account control agreement in form and substance reasonably satisfactory to the Collateral Agent.

"Account Debtor":  a Person who is obligated to the Borrower under an Account Receivable of the Borrower.

"Account Receivable":  an account, as defined in Section 9-102 of the New York Uniform Commercial Code, or Payment Intangible of the Borrower.

"Additional Amount":  as defined in Section 4.11(a).

"Administrative Agent":  as defined in the introductory paragraph of this Agreement.

"Aegean Belgium":  Aegean NWE N.V., a corporation incorporated under the laws of Belgium.

"Aegean Liberia":  Aegean Marine Petroleum S.A., a corporation incorporated under the laws of Liberia.

"Affiliate":  as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person.  For purposes of this definition, "control" of a Person (including, with its correlative meanings, "controlled by" and "under common control with") means the power, directly or indirectly, either to (a) vote 20% or more of the securities or other equity interests having ordinary voting power for the election of directors or managers of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

"Aggregate Available Elected Line Amount":  at any time, an amount equal to the excess, if any, of (i) the Elected Line Amount then in effect over (ii) the Total Extensions of Credit outstanding at such time.

"Agent-Related Person":  as defined in Section 10.3.

"Agents":  the Administrative Agent and the Collateral Agent, and "Agent" means each of them, as the context requires.

"Agreement":  this Amended and Restated Uncommitted Credit Agreement.

"Amended and Restated Effective Date":  the date on which the conditions precedent set forth in Section 6.1 shall be satisfied or waived.

"Anti-Terrorism Law":  as defined in Section 5.24.

"Applicable L/C Fee Rate":  on any date with respect to any Letter of Credit, the applicable rate set forth below:

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"Applicable Lending Office":  for each Lender and for each Type of Loan, and/or participation in any Letter of Credit and Reimbursement Obligation, the lending office of such Lender designated on Schedule 1.0 (or, as the case may be, in the Assignment and Acceptance pursuant to which such Lender became a party hereto) for such Type of Loan and/or participation in any Letter of Credit and Reimbursement Obligation (or any other lending office from time to time notified to the Administrative Agent by such Lender) as the office at which its Loans and/or participation in any Letter of Credit and Reimbursement Obligation of such Type are to be made and maintained.

"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	1.40%
Eurodollar Loans	2.40%
Cost of Funds Loans	2.40%

"Application":  an application, in such form as the applicable Issuing Lender may specify from time to time, requesting such Issuing Lender to issue a Letter of Credit.

"Approved Brokerage Accounts":  brokerage accounts that (a) are maintained by the Borrower with Newedge USA LLC or another Eligible Commodity Broker for the purpose of allowing the Borrower to engage in the purchase and sale of commodity futures, commodity options, forward or leverage contracts and/or actual or cash commodities, and subject to the Perfected First Lien, subject only to the applicable broker's lien over the account securing only indebtedness of the Borrower to such broker relating to transactions in such account and Permitted Borrowing Base Liens, and (b) are subject to an Account Control Agreement among the Borrower, the Collateral Agent and such broker in form and substance reasonably acceptable to the Collateral Agent.

"Approved Fund":  (a) with respect to any Lender, any Bank CLO of such Lender, and (b) with respect to any Lender that is a fund that invests in commercial loans and similar extensions of credit, any other fund that invests in commercial loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

"Approved Inventory Location":  any pipeline, third-party carrier, terminal or other storage facility that has been notified of the Perfected First Lien on the inventory owned by the Borrower located in or at such pipeline, third-party carrier, terminal or other storage facility, pursuant to a written notice substantially in the form of Annex 2-A or Annex 2-B, as applicable, to the Security Agreement (or such other form otherwise acceptable to the Collateral Agent), and, (a) if such pipeline, third-party carrier, terminal or other storage facility is located in the United States or Canada, which has been approved by the Administrative Agent, in its sole discretion, (i) as of the Amended and Restated Effective Date and set forth on Schedule 1.1A as an Approved Inventory Location or (ii) from time to time after the Amended

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and Restated Effective Date and (b) if such pipeline, third-party carrier, terminal or other storage facility is located outside of the United States or Canada, which has been approved by the Administrative Agent and the Required Lenders, in their respective sole discretion, from time to time after the Amended and Restated Effective Date, provided that, in each case (with respect to clauses (a) and (b) above), at the request of the Collateral Agent, each such storage facility, carrier, bailee or consignee shall also have delivered a written acknowledgment of such notice to the Collateral Agent.  Schedule 1.1A shall be deemed amended to include any additional Approved Inventory Locations after the Amended and Restated Effective Date without further action immediately upon the Administrative Agent's approval.  The Administrative Agent will provide to each Lender, upon any Lender's reasonable request, an updated Schedule 1.1A.

"Approving Daylight Overdraft Lender":  each Lender or, at any time after a Conversion to Approving Lenders Funding Date, the Approving Lenders with respect to the applicable Daylight Overdraft Loan at such time.

"Approving Lenders":  as defined in Section 2.7(a).

"Approving Swing Line Lender":  each Lender or, at any time after a Conversion to Approving Lenders Funding Date, the Approving Lenders with respect to the applicable Swing Line Loan at such time.

"Assignee":  as defined in Section 11.7(c).

"Assignment and Acceptance":  as defined in Section 11.7(c).

"Assignment of Claims Act":  the Federal Assignment of Claims Act of 1940 (31 ▇.▇.▇. §▇▇▇▇ et seq.), and any similar Laws.

"Auto-Renewal Letter of Credit":  as defined in Section 3.2(b).

"Bank CLO":  as to any Lender, any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and is administered or managed by such Lender or an Affiliate of such Lender.

"Basel III":  all regulations, requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or any United States or foreign regulatory authorities, in each case pursuant to "Basel III", as amended from time to time.

"Base Rate":  for any day, the rate per annum equal to the greatest of (a) the Federal Funds Effective Rate in effect on such day plus ½ of 1%, (b) the Prime Rate in effect on such day as announced by ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. and (c) the Eurodollar Rate that would be applicable in respect of a proposed Eurodollar Loan made two days after such date with an Interest Period of three months, plus 1.50%.  Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the day such change in the Prime Rate or the Federal Funds Effective Rate becomes effective, respectively.

"Base Rate Loans":  Loans for which the applicable rate of interest is based upon the Base Rate.

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"Benefited Lender":  as defined in Section 11.8(a).

"Board":  the U.S. Board of Governors of the Federal Reserve System of the United States (or any successor).

"Borrower":  as defined in the introductory paragraph of this Agreement.

"Borrowing Base":  on any date, the sum of:

In no event shall any amounts described in categories (a) through (h) above which may fall into more than one of such categories be counted more than once when making the calculation under this definition.  In calculating the Borrowing Base, the following adjustments shall be made:

"Borrowing Base Availability":  at any time, an amount equal to the lesser of (A) the Borrowing Base at such time minus the Total Extensions of Credit at such time and (B) the Aggregate Available Elected Line Amount at such time.

"Borrowing Base Date":  at any time, the most recent date as of which the Borrower has calculated a Borrowing Base Report delivered pursuant to Section 7.2(c).

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"Borrowing Base Report":  a report certified as true and complete by a Responsible Person of the Borrower, substantially in the form of Exhibit E, with appropriate insertions and schedules, showing the Borrowing Base and Total Extensions of Credit as of the date set forth therein.  Such report shall show the basis on which it was calculated, together with the following supporting information:

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"Borrowing Date":  any Business Day (a) specified (i) in a Borrowing Notice as a date on which a Revolving Credit Loan is to be made, (ii) in a Borrowing Notice as a date on which a Swing Line Loan is to be made or (iii) in a request as a date on which a Letter of Credit is to be issued, amended or extended or (b) on which a Daylight Overdraft Loan is made.

"Borrowing Notice":  as defined in Section 2.4(a).

"Business":  as defined in Section 5.23(b).

"Business Day":  (a) for all purposes other than as covered by clause (b) of this definition, a day other than a Saturday, Sunday or other day on which commercial banks in New York City, Belgium or Geneva, Switzerland are authorized or required by Law to close, and, (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, any day which is a Business Day as described in clause (a) of this definition and which is also a day on which dealings in United States Dollar deposits are carried out in the applicable interbank market.

"Canadian Security Documentation": collectively, (a) that certain Canadian Security Agreement dated as of the date hereof between the Borrower and the Collateral Agent, (b) that certain Deed of Hypothec dated as of the date hereof between the Borrower and the Collateral Agent, (c) that certain 25% Collateral Mortgage Demand Bond dated as of the date hereof between the Borrower and the Collateral Agent, (d) that certain Deed Of Movable Hypothec on a Specific Claim dated as of the date hereof between the Borrower and the Collateral Agent and (e) certain other documents from time to time executed and/or delivered in connection therewith, each of the foregoing, as the same may be amended, modified or supplemented from time to time.

"Capital Expenditures":  for any period with respect to any Person, all expenditures made by such Person during such period that, in accordance with GAAP, should be classified as a capital expenditure including, without limitation, the aggregate amount of obligations incurred during such period under Financing Leases.

"Capital Stock":  any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, all membership interests in a limited liability company, all partnership interests in a general or limited partnership, or any and all similar ownership interests in a Person (other than a corporation, limited liability company or general or limited partnership) and any and all warrants, rights or options to purchase any of the foregoing.

"Cash":  at the time of any determination thereof, the balance in United States Dollars of collected funds of the Borrower on deposit in (i) a cash collateral account with the Collateral Agent, or (ii) an account maintained with an Eligible Cash Management Bank under arrangements satisfactory to the Collateral Agent in its sole discretion (including, without limitation, an executed Account Control Agreement in form and substance satisfactory to the Collateral Agent in its sole discretion), in each case subject to the Perfected First Lien and no other Liens, except Liens permitted under Section 8.3(l), provided that the aggregate amount of Cash, if any, included in the Borrowing Base shall be net of the aggregate amount secured by such Liens.

"Cash Collateral":  with respect to any Letter of Credit, cash or deposit account balances denominated in United States Dollars that have been pledged to the Collateral Agent for the ratable benefit of the Secured Parties to secure repayment of the Obligations, provided that the applicable deposit account is subject to an Account Control Agreement.

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"Cash Collateralize":  to pledge and deposit with or deliver to the Collateral Agent for the ratable benefit of the Secured Parties Cash Collateral as collateral for the Obligations pursuant to documentation reasonably satisfactory to the Collateral Agent.

"Cash Equivalents":  (a) securities with maturities of 90 days or less from the date of acquisition issued or fully guaranteed or insured by the U.S. government or by an instrumentality or agency of the U.S. government having the same credit rating as the U.S. government, (b) certificates of deposit with maturities of 90 days or less from the date of acquisition and overnight deposits of any Lender or of any commercial bank rated at least A‑1 or the equivalent thereof by S&P, P‑1 or the equivalent thereof by ▇▇▇▇▇'▇, (c) fully collateralized repurchase agreements with a Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than seven days with respect to securities issued or fully guaranteed or insured by the United States government, (d) commercial paper of a U.S. domestic issuer rated at least A‑1 or the equivalent thereof by S&P or P‑1 or the equivalent thereof by ▇▇▇▇▇'▇ and in either case maturing within 90 days after the day of acquisition, (e) securities with maturities of 90 days or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the U.S., by any political subdivision or taxing authority of any such state, commonwealth or territory, the securities of which state, commonwealth, territory, political subdivision or taxing authority (as the case may be) are rated at least AAA by S&P or AAA by ▇▇▇▇▇'▇ or (f) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (e) of this definition.

"Change of Control":  the occurrence of any of the following events:

"Co-Documentation Agents":  as defined in the introductory paragraph of this Agreement.

"Code":  the Internal Revenue Code of 1986.

"Collateral":  all property and interests in property of the Borrower and its Subsidiaries, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

"Collateral Agent":  as defined in the introductory paragraph of this Agreement.

"COMEX":  the New York Commodities Exchange or any successor thereto.

"Commodity Account":  as defined in Section 9-102 of the New York Uniform Commercial Code.

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"Commodity Contract":  (a) a Physical Commodity Contract, (b) a Futures Contract, (c) any Commodity OTC Agreement or Financial OTC Agreement or (d) contract for the storage or transportation of any physical Eligible Commodity.

"Commodity Exchange Act":  the Commodity Exchange Act (7.U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

"Commodity OTC Agreement":  (i) any forward commodity contracts, swaps, options, collars, caps, or floor transactions, in each case based on Eligible Commodities, (ii) any currency swaps, cross-currency note swaps, currency options, interest rate swaps, interest rate caps, or interest rate collars, in each case related to a transaction related to Eligible Commodities and (iii) any other similar transaction (including any option to enter into any of the foregoing) or any combination of the foregoing.

"Commonly Controlled Entity":  any trade or business, whether or not incorporated, which is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group which includes the Borrower and which is treated as a single employer under Section 414(b) or (c) of the Code or, for purposes of the Code, Section 414(m) or (o) of the Code.

"Compliance Certificate":  as defined in Section 7.2(b).

"Conduit Lender":  any special purpose corporation organized and administered by any Lender (or an Affiliate of such Lender) for the purpose of making Loans required to be made by such Lender or of funding such Lender's participation in any unpaid reimbursement obligation with respect to Letters of Credit, Swing Line Loan or Daylight Overdraft Loan and designated as its Conduit Lender by such Lender in a written instrument; provided, that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan or a participation in any unpaid reimbursement obligation with respect to Letters of Credit, Swing Line Loan or Daylight Overdraft Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan or participation, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender; provided, further, that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 4.10 or 4.11 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any commitment hereunder.

"Confidential Information":  as defined in Section 11.16(a).

"Consolidated Current Assets":  at any date, the total consolidated current assets of the Borrower and its consolidated Subsidiaries at such date, determined in accordance with GAAP, consistently applied.

"Consolidated Current Liabilities":  at any date, the total consolidated current liabilities of the Borrower and its consolidated Subsidiaries at such date, determined in accordance with GAAP, consistently applied.

"Consolidated Leverage Ratio":  at any time, with respect to the Borrower and its consolidated Subsidiaries, the ratio of (i) Consolidated Total Liabilities, plus outstanding Letters of Credit, to (ii) Consolidated Tangible Net Worth plus Subordinated Indebtedness.

"Consolidated Net Working Capital":  at any time, with respect to the Borrower and its consolidated Subsidiaries as of the date of determination thereof, (a) Consolidated Current Assets as of

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such date (excluding, to the extent included therein, Investments in and receivables and other obligations from employees, members, Subsidiaries and other Affiliates of the Borrower), minus (b) Consolidated Current Liabilities as of such date, plus (c) without duplication, short term Subordinated Indebtedness as of such date, in an aggregate amount not to exceed $3,500,000 at any time.

"Consolidated Tangible Net Worth":  at any time, with respect to the Borrower and its consolidated Subsidiaries as of the date of determination thereof, the excess of Consolidated Total Assets over Consolidated Total Liabilities determined in accordance with GAAP, consistently applied, and less the sum of (without duplication):

"Consolidated Total Assets":  at any time with respect to any Person, the amount which, in accordance with GAAP, would be set forth opposite the caption "total assets" on a consolidated balance sheet of such Person and its consolidated Subsidiaries for such period.

"Consolidated Total Liabilities":  at any time with respect to any Person, the amount which, in accordance with GAAP, would be set forth opposite the caption "total liabilities" on a consolidated balance sheet of such Person and its consolidated Subsidiaries for such period.

"Continuation/Conversion Notice":  as defined in Section 4.3(a).

"Continue", "Continuation" and "Continued":  the continuation of a Eurodollar Loan or a Cost of Funds Loan from one Interest Period to the next Interest Period, as applicable.

"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.

"Controlled Account":  each Pledged Account that is subject to an Account Control Agreement.

"Conversion to Approving Lenders Funding Date":  as defined in Section 2.7(a).

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"Convert", "Conversion" and "Converted":  a conversion of Base Rate Loans into Eurodollar Loans or Cost of Funds Loans, a conversion of Eurodollar Loans into Base Rate Loans or Cost of Funds Loans, or a conversion of Cost of Funds Loans into Eurodollar Loans or Base Rate Loans, which may be accompanied by the transfer by a Lender (at its sole discretion) of a Loan from one Applicable Lending Office to another.

"Cost of Funds Rate":  the rate per annum determined by the Administrative Agent at which U.S. dollar deposits, loans or advances of an amount comparable to the amount of the respective Loan and for a period comparable to the relevant Interest Period are offered to the Administrative Agent in such market or from such other funding source (including, without limitation, the Administrative Agent's Affiliates) as the Administrative Agent shall select from time to time in its sole discretion at or about 11:00 a.m. (New York City time) on the date of the commencement of each Interest Period or, if so selected by the Administrative Agent, on the first or second Business Day prior to such commencement, such rate to be increased to reflect all market, liquidity and regulatory conditions which the Administrative Agent deems applicable from time to time and to remain in effect for the entire Interest Period, provided that such rate is not necessarily limited to the actual cost to the Administrative Agent to fund the specific required Loan and may exceed the Administrative Agent's and its Affiliates' actual cost of borrowing in the interbank market or other markets in which the Administrative Agent or its Affiliates may obtain funds from time to time for amounts similar to the amount of the requested Loan.

"Cost of Funds Loan":  Loans the rate of interest of which is based upon the Cost of Funds Rate.

"Credit Extension":  any Revolving Credit Loan, any Daylight Overdraft Loan, any Swing Line Loan, and any Letter of Credit.

"Crude Oil":  crude petroleum oil and all other hydrocarbons, regardless of gravity, produced at the well in liquid form by ordinary production methods.

"Daylight Overdraft Cap":  on any date, the maximum Daylight Overdraft Cap as set forth below that corresponds with the then current Elected Line Amount as set forth below:

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"Daylight Overdraft Lender":  as defined in the introductory paragraph to this Agreement.

"Daylight Overdraft Loan" and "Daylight Overdraft Loans":  as defined in Section 2.2(a).

"Daylight Overdraft Participation Amount":  as defined in Section 2.6(b).

"Declining Lender" and "Declining Lenders":  as defined in Section 2.7(a).

"Declining Lender Notice":  as defined in Section 2.7(a).

"Default":  any of the events specified in Section 9, whether or not any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

"Default Period":  with respect to any Lender, the period during which such Lender is a Defaulting Lender.

"Defaulting Lender":  at any time, any Lender that (a) within one (1) Business Day after the date when due, has failed to fund any portion of any Loans or participations in Letters of Credit, Daylight Overdraft Loans or Swing Line Loans to the Borrower, the Administrative Agent, any Lender or an Issuing Lender required pursuant to the terms of this Agreement to be funded by such Lender, unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender's determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable Default or Event of Default, shall be specifically identified in such writing) has not been satisfied; (b) has notified the Borrower, the Administrative Agent, an Issuing Lender, or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under agreements in which it commits to extend credit (unless such writing or public statement relates to such Lender's obligation to fund an Extension of Credit hereunder and states that such position is based on such Lender's determination that a condition precedent to funding (which condition precedent, together with any applicable Default or Event of Default, shall be specifically identified in such writing or public statement) cannot be satisfied); (c) has failed, within one (1) Business Day after request by the Administrative Agent or the Borrower, to confirm that it will comply with the terms of this Agreement relating to its agreement (to the extent set forth herein) to make Loans or participate in Letters of Credit, Daylight Overdraft Loans or Swing Line Loans, unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender's determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable Default or Event of Default, shall be specifically identified in such writing) has not been satisfied; (d) otherwise failed to pay over to the Administrative Agent, an Issuing Lender, or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day after the date when due, unless the subject of a good faith dispute; (e) (i) has become or is insolvent or has a parent company that has become or is insolvent or (ii) has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not become a Defaulting Lender solely as a result of the acquisition or maintenance of an ownership interest in such Lender or Person controlling such Lender or the exercise of control over such Lender or Person controlling such Lender by a Governmental Authority or an instrumentality thereof.

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"Derivatives Counterparty":  as defined in Section 8.5.

"Deposit Account":  as defined in Section 9-102 of the New York Uniform Commercial Code.

"Direct Parent":  AMPNI Holdings Co. Limited, a limited liability company incorporated under the laws of the Republic of Cyprus.

"Disclosing Party":  as defined in Section 11.16(b).

"Disposition":  with respect to any Property, any sale, lease, sub-lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof; and the terms "Dispose" and "Disposed of" shall have correlative meanings.

"Documentary Letter of Credit":  a Letter of Credit intended to be drawn as a means of payment upon the presentation of documents for Eligible Commodities purchased by the Borrower under any Commodity Contract, excluding any such Letter of Credit issued for the primary purpose of serving as a means of payment for or supporting payments for costs, charges or fees relating to transportation, transmission or storage services or similar services

"▇▇▇▇-▇▇▇▇▇ Act":  the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, Public Law 111-203, as amended from time to time, and all rules, regulations, requests, guidelines or directives in connection therewith.

"Elected Line Amount":  on the Amended and Restated Effective Date, an amount selected by the Borrower not to exceed the Maximum Amount and not to be less than $150,000,000, as such amount may be increased or decreased from time to time in accordance with Section 2.9.

"Eligible Accounts Receivable – Tier 1":  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), holdbacks or other adjustments or commissions and reduced by any sales, use, excise or other taxes, imposts, levies or other governmental charges included therein) that satisfy such eligibility requirements as the Administrative Agent may impose from time to time in its sole discretion, which shall at all times include the requirements that (a) the Borrower has legal, valid and absolute title to such Accounts, subject only to Permitted Borrowing Base Liens, and reasonably and in good faith determines such Accounts to be collectible in full and enforceable in accordance with their terms against the Account Debtors under such Accounts; provided that, the amount of the Eligible Account Receivable – Tier 1, if any, included in the Borrowing Base shall be net of the aggregate amount secured by such Permitted Borrowing Base Lien (except Liens in favor of the Collateral Agent for the ratable benefit of the Secured Parties under the Loan Documents); (b) such Accounts are either (i) fully supported by letters of credit on terms and conditions acceptable to the Administrative Agent issued by a financial institution acceptable to the Administrative Agent, (ii) owing to the Borrower from Account Debtors with an Investment Grade Rating, or (iii) approved for inclusion in Eligible Accounts Receivable – Tier 1 by the Administrative Agent in writing; (c) the Account Debtors under such Accounts:  (i) are not affiliates of the Borrower, (ii) purchased the goods giving rise to the relevant Account in an arm's length bona fide transaction conducted in the ordinary course of business in compliance with all applicable laws and regulations, (iii) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction, (iv) are not the United States government or any department or agency thereof, or any state or municipal government or any department or agency thereof, except if the Borrower has complied in a manner satisfactory to the Administrative Agent with the Assignment of

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Claims Act or any comparable state law, such Accounts as to which the Borrower has so complied shall not be excluded from Eligible Accounts Receivable – Tier 1 by this clause (iv), (v) are organized, located in and primarily conducting business in the United States or any country that is a member country of the Organization for Economic Cooperation and Development, (vi) are not determined by the Borrower or the Administrative Agent in its sole judgment to be uncreditworthy, and (vii) have received notice (which may be stamped on the applicable invoices) of the Collateral Agent's lien on the Account and instructions to make payments directly to the Administrative Agent at an account referred to in the definition of "Cash" set forth above; (d) such Accounts are in payment for goods actually delivered or services or obligations that have been fully performed and are not in dispute or subject to any other claim, defense, offset, reduction or counterclaim or any claim on the part of the Account Debtor denying liability under such Account, and such Accounts shall have been reduced by the amount of all obligations and liabilities of the Borrower to the Account Debtor; (e) such Accounts are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents or Permitted Borrowing Base Liens; (f) such Accounts are subject to a Perfected First Lien prior to the rights of, and enforceable as such against, any other person, (g) such Accounts are not outstanding for more than 30 days past the due date of the respective invoices therefor; (h) the due date for payment of such Accounts is not more than 30 days past the original invoice date; (i) such Accounts represent legal, valid and binding obligations of the applicable Account Debtor, enforceable in accordance with their terms against the Account Debtor; (j) such Accounts are evidenced by an invoice rendered to the Account Debtor and not by any instrument or chattel paper, unless (i) there is only one original of such instrument or chattel paper, (ii) such original shall have been delivered to the Collateral Agent, and (iii) by virtue of such delivery the Collateral Agent shall have a Perfected First Lien on such instrument or chattel paper; (k) such Account arises from a completed sale (on an absolute basis and not on a consignment, sale-and-return, approval or ▇▇▇▇ and hold basis); and (l) such Accounts are payable in U.S. Dollars; and (m) such Accounts are not due from any single Account Debtor if more than twenty-five percent (25%) of the aggregate amount of all Accounts owing from such Account Debtor would otherwise not be eligible for inclusion in the Borrowing Base.

"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), holdbacks or other adjustments or commissions and reduced by any sales, use, excise or other taxes, imposts, levies or other governmental charges included therein) which satisfy all of the requirements of Eligible Accounts Receivable – Tier 1 other than clause (b) of the definition thereof, provided that the Account Debtor shall have been approved in writing by the Administrative Agent. Notwithstanding the foregoing, the aggregate amount of Eligible Accounts Receivable – Tier 2 due from any Account Debtor and its Affiliates included in the Borrowing Base at any time, after giving effect to the applicable advance rate, shall not exceed 5.0% of the total aggregate amount of Eligible Accounts Receivable – Tier 1, Eligible Accounts Receivable – Tier 2 and Eligible Unbilled Accounts Receivable included in the Borrowing Base at such time.

"Eligible Cash Management Bank":  any financial institution reasonably satisfactory to the Collateral Agent, in its sole discretion, and not disapproved by the Required Lenders.

"Eligible Commodities":  bunker fuel, Crude Oil, fuel oil, gas oil, lubricants, and other petroleum products, and with the consent of the Required Lenders, any other energy commodities that are of the type which are purchased, sold or otherwise traded in physical, futures, forward or over the counter markets.

"Eligible Commodity Broker":  any commodity broker acceptable to the Collateral Agent, in its sole discretion, and not disapproved by the Required Lenders.

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"Eligible Inventory":  at the time of any determination thereof, all inventory of the Borrower's consisting of Eligible Commodities that are acceptable to the Administrative Agent in its sole discretion, valued at Market Value.  Eligible Inventory shall satisfy such eligibility requirements as the Administrative Agent may impose from time to time in its sole discretion, which shall at all times include the following:

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Notwithstanding the foregoing, no inventory shall be excluded from Eligible Inventory solely because such inventory is subject to a Permitted Borrowing Base Lien; provided that the amount of any such obligations has been deducted in determining the amount of Eligible Inventory.

"Eligible Inventory – Tier 1":  Eligible Inventory which meets all of the requirements set forth in the definition of Eligible Inventory (including, without limitation, clause (f) thereof).

"Eligible Inventory – Tier 2":  as of any date of determination, inventory of the Borrower in transit from Canada or another location in the United States to a third party storage facility in the United States, acceptable to the Administrative Agent in its sole discretion, which would constitute Eligible Inventory but for the failure to satisfy clauses (e) and (f) of the definition thereof, and is evidenced by copies of negotiable or non-negotiable documents of title issued to the Borrower or the Collateral Agent (and such copies are in the possession of the Collateral Agent), and which was purchased by the Borrower less than 15 days prior to its inclusion in the Borrowing Base (at any time) as Eligible Inventory – Tier 2. Notwithstanding the foregoing, the aggregate amount of Eligible Inventory – Tier 2 included in the Borrowing Base at any time, after giving effect to the applicable advance rate, shall not exceed $40,000,000.  For the avoidance of doubt, Eligible Inventory – Tier 2 shall only include inventory of the Borrower in transit to a third party storage facility in the United States while on United States or Canadian waters.

"Eligible LCs Covering Commodities Not Yet Delivered":  as of any date of determination, the face amount of any Letter of Credit supporting the purchase price of any Eligible Commodities contracted for purchase by the Borrower, provided that:

"Eligible Net Liquidity in Brokerage Accounts":  as of any date of determination, the aggregate value of "net equity" or "net liquidity value" however designated of Approved Brokerage Accounts, not to exceed the amount that would be available for withdrawal upon closing such account and liquidation of all open positions at current market values, as reported in the account statements for the relevant Approved Brokerage Accounts, which are subject only to Perfected First Liens and the Liens of the Eligible Commodity Broker as provided for in the applicable Account Control Agreement as of such date, provided that, if any portion of the net equity is not represented by cash, the value of any such equity shall be determined by the Administrative Agent in its reasonable discretion and provided, further, that all amounts due to such broker secured by Permitted Borrowing Base Liens shall be deducted in calculating Eligible Net Liquidity in Brokerage Accounts.

"Eligible Unbilled Accounts Receivable":  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), holdbacks or other adjustments or commissions and reduced by any sales, use, excise or other taxes, imposts, levies or other governmental charges included therein) which would qualify as Eligible Accounts Receivable – Tier 1 or Eligible Accounts Receivable – Tier 2 but for the fact

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that an invoice has not yet been issued by the Borrower to the applicable Account Debtor, provided, that (a) even if no other services were performed or goods delivered to the Account Debtor, the Borrower has the right to issue an invoice to the Account Debtor for services performed or goods delivered prior to the date as of which Eligible Unbilled Accounts Receivable is determined, (b) no Eligible Unbilled Accounts Receivable shall be included in Eligible Accounts Receivable – Tier 1 or Eligible Accounts Receivable – Tier 2 and (c) upon the issuance of an invoice for any such Account, such Account shall no longer be an Eligible Unbilled Account Receivable. The amount of Eligible Unbilled Accounts Receivable shall be equal to the amount that would be included as Eligible Accounts Receivable – Tier 1 or Eligible Accounts Receivable – Tier 2 upon the issuance of an invoice therefor. Notwithstanding the foregoing, the aggregate amount of Eligible Unbilled Accounts Receivable included in the Borrowing Base at any time, after giving effect to the applicable advance rate, shall not exceed $20,000,000.

"Environmental Laws":  any and all international, European Union, national, federal, state, provincial or local statutes, orders, regulations or other Law or guidance notes or regulatory codes of practice or guidelines concerning the environment or health and safety (including, without limitation, regulating, relating to or imposing liability on standards of conduct concerning Materials of Environmental Concern) which are in existence now or in the future and are binding at any time on the Loan Parties or any of their respective Subsidiaries in the relevant jurisdiction in which such Loan Party or such Subsidiary has been or is operating (including by the export of its products or its waste to that jurisdiction).

"Environmental Permits":  any permit, license, consent, approval and other authorization and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any Loan Party conducted on or from the properties owned or used by any Loan Party.

"ERISA":  the Employee Retirement Income Security Act of 1974.

"Estimated Excise Taxes Payable":  as of any date of determination, the amount of the Borrower's obligations to any Governmental Authority or taxing authority for sales, excise or other taxes, levies or governmental charges relating to the purchase or sale of its inventory, except to the extent deducted in calculating Eligible Accounts Receivable – Tier 1 or Eligible Accounts Receivable – Tier 2.

"Eurodollar Loans":  Loans for which the applicable rate of interest is based upon the Eurodollar Base Rate.

"Eurodollar Base Rate": with respect to any Eurodollar Loan for any Interest Period therefor, the rate of interest per annum equal to the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for deposits in Dollars with a term equivalent to such Interest Period as displayed on the Reuters screen page that displays such rate (currently page LIBOR01) (or, in the event such rate does not appear on a Reuters page or screen, on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion) as of 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period (but in respect of the Eurodollar Rate as that term is used in the definition of the term "Base Rate", as of 11:00 a.m., London time, on the day of determination thereof or if such day is not a Business Day on the immediately preceding Business Day (the rate determined pursuant to this sentence, herein the "Page Rate"); provided that in the event that the Page Rate is not available at such time for any reason, the "Eurodollar Base Rate" for the purposes of this definition shall instead be the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) offered by ABN AMRO Bank N.V., or its successors to prime banks in the London interbank market at approximately 11:00 a.m. London time (or as soon thereafter as

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practicable) two Business Days prior to the first day of such Interest Period (but in respect of the Eurodollar Rate as that term is used in the definition of the term "Base Rate", as of 11:00 a.m., London time, on the day of determination thereof) or if such day is not a Business Day on the immediately preceding Business Day by leading banks in the London interbank market of Dollar deposits in immediately available funds having a term comparable to such Interest Period.  Notwithstanding anything to the contrary contained herein, the Eurodollar Base Rate shall, at all times, be equal to or greater than zero percent (0.00%).

"Eurodollar Rate":  for any Eurodollar Loan for any Interest Period therefor, a rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined by the Administrative Agent to be equal to the Eurodollar Base Rate for such Loan for such Interest Period divided by 1 minus the Reserve Requirement (if any) for such Loan for such Interest Period.

"Event of Default":  any of the events specified in Section 9 for which any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

"Executive Order":  as defined in Section 5.24(a).

"Existing Credit Agreement":  as defined in the recitals to this Agreement.

"Existing Letters of Credit":  the letters of credit described in Schedule 1.1B.

"Extensions of Credit":  at any date, as to any Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding plus (b) the aggregate amount of such Lender's participation, to the extent of its Stated Percentage of each Letter of Credit, of the L/C Obligations then outstanding plus (c) such Lender's Stated Percentage of the principal amount of each Swing Line Loan then outstanding plus (d) such Lender's Stated Percentage of the principal amount of each Daylight Overdraft Loan then outstanding.

"FATCA":  Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

"Federal Funds Effective Rate":  for any day, the rate per annum equal to the weighted average of the interest rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

"Fee Letter":  the fee letter between the Borrower and the Administrative Agent in connection with this Agreement, as amended, modified or supplemented from time to time.

"FERC":  the U.S. Federal Energy Regulatory Commission.

"FERC Contract Collateral":  as defined in the Security Agreement.

"Financial OTC Agreement":  any currency swap, cross-currency rate swap, currency option, interest rate option, interest rate swap, cap or collar agreement or similar arrangement or any other similar transaction (including any option to enter into any of the foregoing) or any combination of the

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foregoing including, without limitation, any derivative relating to interest rate or currency rate risk, in each case which is not a Commodity OTC Agreement.

"Financing Lease":  any lease of property, real or personal, the obligations of the lessee in respect of which are required in accordance with GAAP to be capitalized on a balance sheet of the lessee.

"First Purchaser Lien":  a so-called "first purchaser" Lien, as defined in Texas Bus. & Com. Code Section 9.343, comparable Laws of the states of Oklahoma, Kansas, Mississippi, Wyoming or New Mexico, or any other comparable Law.

"First Purchaser Lien Amount":  as of any Borrowing Base Date, in respect of any property of the Borrower subject to a First Purchaser Lien, the aggregate amount of the obligations outstanding as of such date giving rise to such First Purchaser Lien as of such date, less any portion of such obligations that are secured or supported by a Letter of Credit issued hereunder.

"Fiscal Quarter":  each fiscal quarter of each Fiscal Year.

"Fiscal Year":  the fiscal year of the Borrower which consists of a twelve-month period, ending on each December 31.

"Fitch":  Fitch Ratings Ltd. or any successor to its rating agency business.

"Forward Contract":  a Commodity Contract with a delivery date more than two days after the contract is entered into.

"Fronting Fee Letter": that certain Fronting Fee Letter dated as of the date hereof between the Administrative Agent and ING, as amended, modified or supplemented from time to time.

"Funding Request Period":  the period commencing on the Amended and Restated Effective Date and ending on the day that is one (1) Business Day prior to the Termination Date.

"Futures Contract":  a contract for making or taking delivery of Eligible Commodities that is traded on a market-recognized commodity exchange, which contract meets the specification and delivery requirements of commodity futures contracts on such commodity exchange, the value of which shall be reflected in a Commodity Account.

"GAAP":  generally accepted accounting principles in the United States of America in effect from time to time.

"Global Facility Agreement":  the Facility Agreement for a Borrowing Base Facility dated September 19, 2013, by and among Aegean Liberia, as the company, Aegean Liberia, Aegean Petroleum International Inc. and Aegean Belgium, as the borrowers, certain other companies as guarantors, ABN AMRO Bank N.V., as Facility Agent, and the other agents and lenders party thereto, as amended, modified, extended, supplemented, replaced, refinanced or otherwise modified from time to time.

"Governing Documents":  with respect to (a) a corporation, its articles or certificate of incorporation, continuance or amalgamation and by-laws, (b) a partnership, its certificate of limited partnership or partnership declaration, as applicable, and partnership agreement, (c) a limited liability

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company, its certificate of formation and operating agreement and (d) any other Person, the other organizational or governing documents of such Person.

"Governmental Authority":  any nation or government, any state, provincial or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

"Grantors":  any Person executing and delivering a Security Document, or becoming party to a Security Document (by supplement or otherwise), pursuant to this Agreement.

"Group":  Parent, Aegean Liberia and each of their respective Subsidiaries from time to time.

"Group Borrowings":  at any time, the aggregate outstanding principal, capital or nominal amount (and any fixed or minimum premium payable or prepayment or redemption) of any indebtedness of members of the Group for or in respect of:

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"Group Cash":  at any time, cash in hand or at bank and (in the latter case) credited to an account in the name of a member of the Group with an Acceptable Bank (as defined in the Global Facility Agreement) and to which a member of the Group is alone (or together with other members of the Group) beneficially entitled and for so long as:

"Group Cash Equivalent Investments":  at any time:

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in each case, to which any member of the Group is alone (or together with other members of the Group beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security (as defined in the Global Facility Agreement) (other than Security arising under the Transaction Security Documents (as defined in the Global Facility Agreement)).

"Group Consolidated Current Assets":  on the last day of a Group Measurement Period, the aggregate consolidated amount of all Group Current Assets of members of the Group.

"Group Consolidated Current Liabilities":  on the last day of a Group Measurement Period, the aggregate consolidated amount of all Group Current Liabilities of members of the Group.

"Group Consolidated Current Ratio":  the ratio of Group Consolidated Current Assets (less the amount of any loans made to shareholders, directors or related companies) to Group Consolidated Current Liabilities.

"Group Consolidated Interest Coverage Ratio":  in respect of any Group Measurement Period, the ratio of Group EBITDA to Group Finance Charges.

"Group Consolidated Net Working Capital":  on the last day of a Group Measurement Period, Group Consolidated Current Assets minus the sum of (i) Group Consolidated Current Liabilities on such date and (ii) the amount of any loans made to shareholders, directors or related companies.

"Group Consolidated Tangible Net Worth":  at any time the aggregate of the amounts paid up or credited as paid up on the issued ordinary share capital of the Parent and the aggregate amount of the reserves of the Group,

but

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and so that no amount shall be included or excluded more than once.

"Group Current Assets":  the aggregate (on a consolidated basis) of all inventory, work in progress, trade and other receivables of each member of the Group including prepayments in relation to operating items and sundry debtors (but excluding Group Cash and Group Cash Equivalent Investments) expected to be realized within twelve (12) months from the date of computation but excluding amounts in respect of:

"Group Current Liabilities":

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"Group EBITDA":  in respect of any Group Measurement Period, the consolidated operating profit of the Group before taxation (excluding the results from discontinued operations):

in each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determining operating profits of the Group before taxation, depreciation and amortization.

"Group Exceptional Items":  any exceptional, one off, non-recurring or extraordinary items/any material items of an unusual or non-recurring nature which represent gains or losses including those arising on:

"Group Finance Charges":  for any Group Measurement Period, the aggregate amount of the accrued interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments in respect of Group Borrowings whether paid, payable or capitalized by any member of the Group (calculated on a consolidated basis) in respect of that Group Measurement Period:

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"Group Measurement Period":  means a period of three (3) months ending on the last day of any calendar quarter.

"Guarantee Agreements":  (a) the Amended and Restated Guarantee dated as of the Amended and Restated Effective Date, by the Parent in favor of the Administrative Agent, (b) the Amended and Restated Guarantee dated as of the Amended and Restated Effective Date, by Aegean Liberia in favor of the Administrative Agent, and (c) the Amended and Restated Guarantee dated as of the Amended and Restated Effective Date, by Aegean Belgium in favor of the Administrative Agent, each of the foregoing (subsections (a), (b) and (c) above) in form and substance satisfactory to the Administrative Agent, as the same may be amended, supplemented or otherwise modified from time to time.

"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 such obligation the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness or other liability or obligation (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 (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor for the purpose (whether explicit or implicit) of ensuring that the primary obligor is able to repay the primary obligations of such 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 terms "Guarantee" and "Guaranteed" used as a verb shall have a correlative meaning.  The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (x) an amount equal to the stated or determinable maximum amount of the primary obligation in respect of which such Guarantee Obligation is made and (y) 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 in good faith.

"Guarantors":  The Parent, Aegean Liberia, Aegean Belgium and any other Person becoming party to this Agreement (by supplement or otherwise), as a Guarantor.

"ICE":  The Intercontinental Exchange, Inc. or any successor thereto.

"Increase Amount":  as defined in Section 2.8(c).

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"Increase and New Lender Agreement":  as defined in Section 2.8(d)(i).

"Increase Effective Date":  as defined in Section 2.8(d).

"Increasing Lender":  as defined in Section 2.8(d)(i).

"Indebtedness":  of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money (whether by loan or the issuance and sale of debt securities and including, without limitation, reimbursement and all other obligations with respect to surety bonds, letters of credit and bankers' acceptances, whether or not matured) or for the deferred purchase price of property or services (other than non-interest bearing current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (b) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (c) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (d) all obligations of such Person under Financing Leases or Synthetic Leases, (e) all obligations, contingent or otherwise, of such Person in respect of letters of credit, acceptances or similar instruments issued or created for the account of such Person, whether or not drawn on or paid, (f) all liabilities of a third party secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any Capital Stock of such Person, valued, in the case of redeemable preferred stock, at the greater of its voluntary and involuntary liquidation preference plus accrued and unpaid dividends, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, and (i) all obligations of such Person in respect of Commodity OTC Agreements and Financial OTC Agreements.  The amount of any Indebtedness under (x) clause (f) shall be equal to the lesser of (A) the stated amount of the relevant obligations and (B) the fair market value of the property subject to the relevant Lien and (y) clause (i) shall be the net amount, including any net termination payments, that would be required to be paid to a counterparty in the event of termination at the time of calculation rather than the notional amount of the applicable Commodity OTC Agreement or Financial OTC Agreement.

"Indemnified Liabilities":  as defined in Section 11.6.

"Indemnitee":  as defined in Section 11.6.

"ING": ING Belgium, Brussels, ▇▇▇▇▇▇ ▇▇▇▇▇▇.

"Insolvency":  with respect to any Multiemployer Plan, the condition that such plan is insolvent within the meaning of Section 4245 of ERISA.

"Insolvent":  pertaining to a condition of Insolvency.

"Intellectual Property":  as defined in Section 5.9.

"Interest Payment Date":  (a) with respect to any Base Rate Loan or Cost of Funds Loan, (i) prior to the Revolving Credit Maturity Date, the first Business Day of each month and (ii) the Revolving Credit Maturity Date, (b) as to any Eurodollar Loan having an Interest Period of three months or shorter, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of

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such Interest Period and the last day of such Interest Period and (d) as to any Loan the date of any repayment or prepayment made in respect thereof.

"Interest Period":

provided that, with respect to any Eurodollar Loan or Cost of Funds Loan:

"Investment":  any advance, loan, extension of credit or capital contribution to, investment in, or purchase or acquisition of any stock, bonds, notes, debentures or other securities of or

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any assets constituting all or substantially all assets of, or of a business unit of, any Person or any commitment to make or do any of the foregoing.

"Investment Grade Rating":  a long term senior unsecured non-credit enhanced credit rating of BBB- or higher by S&P or Baa3 or higher by Moody's; provided that, in the event that the rating given by (or equivalent to) S&P or ▇▇▇▇▇'▇ is higher than the rating given by (or equivalent to) Moody's or S&P, as applicable, the determination that such rating is an Investment Grade Rating shall be made based on the higher of the two ratings.

"ISP":  International Standby Practices ISP98, International Chamber of Commerce Publication No. 590, as from time to time amended, modified or supplemented.

"Issuance Cap":  with respect to an Issuing Lender's willingness to consider issuance of any Letter of Credit pursuant to Section 3.1, the aggregate amount of outstanding L/C Obligations attributable to Letters of Credit issued by such Issuing Lender as set forth below:

"Issuing Lender":  ABN and, with the consent of the Borrower and the Administrative Agent, any other Lender that agrees to issue Letters of Credit, or any office, branch or affiliate designated by it or any successor pursuant to Section 3.8.

"Laws":  collectively, all international, foreign, Federal, state, provincial and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

"L/C Fee Payment Date":  with respect to any Letter of Credit, the first Business Day of each month (or if any such day is not a Business Day, the next succeeding Business Day).

"L/C Obligations" or "L/C Obligation":  at any time, an amount equal to the sum of (a) the aggregate maximum undrawn amount of the then-outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed.

"L/C Participants":  with respect to any Letter of Credit, all of the Lenders other than the Issuing Lender thereof and, subject to Section 2.7(b), any Declining Lender with respect to such Letter of Credit.

"Lead Arranger":  as defined in the introductory paragraph of this Agreement.

"Lenders":  as defined in the introductory paragraph to this Agreement and, as the context requires, includes, the Issuing Lenders, the Daylight Overdraft Lender, and the Swing Line Lender.  As of the Amended and Restated Effective Date, each Lender is specified on Schedule 1.0.

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¹ Any Issuing Lender may, by notice to the Administrative Agent (which notice shall be irrevocable), increase the amount of such Issuing Lender's Issuance Cap hereunder.

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"Letter of Credit Request":  a request by the Borrower for a new Letter of Credit or an amendment to an existing Letter of Credit, in each case pursuant to Section 3.2(a).

"Letters of Credit Sublimit":  as at any date, the then current Elected Line Amount.

"Letters of Credit":  as defined in Section 3.1(a).

"Lien":  any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever having or intended to have similar effect (including, without limitation, any conditional sale or other title retention agreement and any Financing Lease having substantially the same economic effect as any of the foregoing), and the filing of any financing statement under the Uniform Commercial Code or comparable Law of any jurisdiction in order to perfect any of the foregoing.

"Loan":  any Revolving Credit Loan, Swing Line Loan or Daylight Overdraft Loan.

"Loan Documents":  this Agreement, the Notes, the Guarantee Agreements and the Security Documents, each as amended, modified or supplemented from time to time.

"Loan Parties":  the Borrower, the Guarantors and each Subsidiary of the Borrower that is a party to a Loan Document.

"Marked-to-Market Report": a report of the Borrower's Eligible Commodities purchase and sale positions in a form reasonably acceptable to the Administrative Agent.  Such report shall include all open fixed positions for all current and future time periods and cover all instruments and/or contracts that create either an obligation or a right under a Commodity Contract and/or that generate price exposure and shall include Marked-to-Market Value for each position considered.  The instruments and/or contracts shall include but not be limited to contracts for spot and future deliveries of Eligible Commodities, exchanges, derivatives including Physical Commodity Contracts, Commodity OTC Agreements, Financial OTC Agreements and Futures Contracts (and options on such Futures Contracts).

"Marked-to-Market Value":  with respect to any Commodity Contract of any Person on any date:

provided, that (i) in the case of any Commodity Contract that is, in whole or in part, an option by its terms, the amount so calculated shall reflect industry standard valuation models approved by the Administrative Agent and any associated premium which remains unpaid and (ii) in the case of amounts due under any Forward Contract with a delivery date more than one year from the date of determination,

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each such amount shall be discounted to present value in a commercially reasonable manner unless otherwise discounted as part of the calculation referred to above.

"Market Value":  with respect to any Eligible Commodities on any date, the price at which such Eligible Commodities could be purchased or sold for delivery on that date or during the applicable period adjusted to reflect the specifications thereof and the location and transportation differential, and, without duplication, reduced by storage, transportation and other costs related to sale thereof.  Such prices shall be determined by using prices (a) on the New York Mercantile Exchange, the COMEX, the New York Board of Trade, the International Petroleum Exchange, ICE, the Chicago Board of Trade, the Chicago Mercantile Exchange or, if a price for any such Eligible Commodities (or delivery period or location) is not available on such exchanges, such other markets or exchanges recognized as such in the commodities trading industry, including over-the-counter markets and private quotations, or as published in an independent industry recognized source, in each case reasonably selected by the Borrower and reasonably satisfactory to the Administrative Agent, (b) if such a price for any such Eligible Commodities is not available in any market or exchange described in clause (a) above, any other exchange or market reasonably selected by the Borrower and reasonably satisfactory to the Administrative Agent on such date or (c) if such a price for any such Eligible Commodities is not available in any market or exchange described in clauses (a) or (b) above, such other value determined pursuant to methodology reasonably selected by the Borrower and reasonably satisfactory to the Administrative Agent.

"Material Adverse Effect":  a material adverse effect on (a) the business, assets, income, property, financial condition, business, performance, prospects, operations or properties of any Loan Party on an individual basis, or the Loan Parties and their respective Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its obligations under this Agreement or any of the other Loan Documents on a timely basis, or (c) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Agents or the Lenders hereunder or thereunder.

"Materials of Environmental Concern":  any gasoline or petroleum (including Crude Oil or any fraction thereof) or petroleum products or any pollutant, contaminant, dangerous good, hazardous substances, toxic substances, materials or wastes, defined or regulated as such in or under, or which form the basis of liability under, any Environmental Law or Environmental Permit, including, without limitation, asbestos, polychlorinated biphenyls and urea-formaldehyde insulation, medical waste, mold, microbial matters, radioactive materials and electromagnetic fields.

"Maximum Amount":  on the Amended and Restated Effective Date, $250,000,000, as such amount may be increased from time to time in accordance with Section 2.8, or decreased from time to time or terminated in accordance with Section 4.1.

"Maximum Credit Limit":  for each Lender, the maximum amount of such Lender's Extensions of Credit that may be made or incurred by such Lender hereunder, which amount as of the Amended and Restated Effective Date shall be provided on Schedule 1.0 hereto, and which amount may be increased or decreased at each Lender's sole discretion (a) as a result of assignments; or (b) in connection with a Declining Lender election pursuant to Section 2.7; provided that, at no time shall any Lender's Maximum Credit Limit be decreased to an amount less than such Lender's Extensions of Credit as of the date of such reduction.  Subject to the proviso below, in the event of any increase or decrease in the Maximum Credit Limit for any Lender at any time, the manner in which the shares of all existing Lenders shall be reallocated (both with respect to then outstanding Loans and Letters of Credit and with respect to future Loans and Letters of Credit) shall be on a pro rata basis based on such Lender's Stated Percentage, as calculated immediately prior to such decrease or subsequent to such increase, as the case may be, or as otherwise determined by agreement of all of the Lenders, including any new Lender,

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provided, however, that no Lender shall be obligated to increase its Maximum Credit Limit or increase or decrease its share of outstanding Loans or Letters of Credit.

"Maximum Position Limits":  the Risk Limits set forth in the Trading Guidelines of the Risk Management Practices as in effect on the Amended and Restated Effective Date or as in effect on such other date if approved in accordance with Section 7.10.

"Moody's":  ▇▇▇▇▇'▇ Investors Service, Inc., or any successor to its rating agency business.

"Multiemployer Plan":  a Plan which is a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA and which is subject to Title IV of ERISA.

"New Lenders":  as defined in Section 2.8(c).

"Non-Defaulting Lender":  at any time, each Lender that is not a Defaulting Lender at such time.

"Non-Excluded Taxes":  as defined in Section 4.11(a).

"Non-Group Entity":  any investment or entity (which is not itself a member of the Group (including associates and joint venture entities)) in which any member of the Group has an ownership interest.

"Nonrenewal Notice Date":  as defined in Section 3.2(b).

"Non-U.S. Lender":  as defined in Section 4.11(f).

"Note" and "Notes":  as defined in Section 4.5(f).

"Notice of Elected Line Amount":  as defined in Section 2.9.

"Notice of Prepayment":  as defined in Section 4.6.

"NYMEX":  the New York Mercantile Exchange or any successor thereto; any reference in this Agreement to NYMEX Futures Contracts or options includes ICE future contracts or options of the same type.

"Obligation Date":  with respect to any Revolving Credit Loan, Swing Line Loan, Daylight Overdraft Loan or Letter of Credit, the Borrowing Date of such Revolving Credit Loan, Swing Line Loan, Daylight Overdraft Loan or Letter of Credit, as applicable, provided that, the "Obligation Date" of any Revolving Credit Loan made pursuant to Section 3.5(b) shall be the Borrowing Date of the related Letter of Credit.

"Obligations":  the unpaid principal amount of, and interest (including, without limitation, interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) on the Loans and Reimbursement Obligations, and all other obligations and liabilities of the Borrower to the Secured Parties, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, in each case which may arise

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under, or out of or in connection with this Agreement, the Notes, the Security Documents, any other Loan Documents, any Letter of Credit and any other document made, delivered or given in connection therewith or herewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees and disbursements of counsel to the Agents or to the Lenders that are required to be paid by the Borrower pursuant to the terms of the Loan Documents) or otherwise.

"OFAC":  as defined in Section 5.24(b)(i).

"Other Taxes":  as defined in Section 4.11(b).

"Parent":  Aegean Marine Petroleum Network Inc., a corporation incorporated under the laws of the ▇▇▇▇▇▇▇▇ Islands.

"Participant" and "Participants":  as defined in Section 11.7(b).

"Participating Member State":  any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

"Participation":  as defined in Section 11.7(b).

"Payment Intangible":  as defined in Section 9-102 of the New York Uniform Commercial Code.

"PBGC":  the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

"Perfected First Lien":  any perfected, first priority Lien granted by the Borrower pursuant to a Security Document in favor of the Collateral Agent, for the ratable benefit of the Secured Parties; provided that, in the case of inventory that is not located in the United States of America or contracts, Accounts Receivable or Payment Intangibles not governed by Laws of the United States of America or any state or political subdivision thereof, the validity and priority of such Lien shall be confirmed by an opinion of special local counsel, the form and substance of which shall be reasonably satisfactory to the Collateral Agent.

"Permitted Borrowing Base Liens":  Liens of carriers, warehousemen, mechanics, materialmen, and any similar Lien arising by operation of Law securing obligations to pay or provide consideration for goods or services with respect to Eligible Commodities, which obligations are not past due, including, without limitation, with respect to Eligible Inventory, Liens in favor of the third party from whom the Borrower chartered, rented or leased the property on which such Eligible Inventory is located securing the charter, rent or lease obligations.

"Permitted Financial Management Liens":  Liens of an Eligible Cash Management Bank on currency or Cash Equivalents of the Borrower deposited in, or credited to, any Controlled Account (other than a Commodity Account) of the Borrower, provided that such Liens arise out of (i) amounts due to the applicable Eligible Cash Management Bank, in respect of customary fees and expenses for the routine maintenance and operation of such Controlled Account, (ii) the face amount of any checks which have been credited to such Controlled Account, but are subsequently returned unpaid because of uncollected or insufficient funds, or (iii) other returned items or mistakes made in crediting such

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Controlled Account, provided, further that such Liens are provided for in the related Account Control Agreement or arise by operation of Law.

"Permitted Refinancing Indebtedness":  as defined in Section 8.2(c).

"Permitted Tax Distribution":  for so long as the Borrower is a "subchapter S" corporation for federal income tax purposes or otherwise regarded as a flow-through or conduit for federal income tax purposes, the Borrower shall be permitted to pay quarterly dividends to the holders of its Capital Stock in amounts sufficient to pay federal, state and local income taxes payable by such holders and arising solely from their ownership of Capital Stock in the Borrower.

"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.

"Physical Commodity Contract":  a contract for the purchase, sale, transfer or exchange of any physical Eligible Commodity.

"Plan":  any employee pension benefit plan (other than a Multiemployer Plan) which is subject to Title IV of ERISA that is maintained or contributed to by (or to which there is an obligation to contribute of) any Loan Party or any Commonly Controlled Entity for its current or former employees, or any beneficiary thereof.

"Pledged Account":  all Commodity Accounts, Deposit Accounts and Securities Accounts of the Borrower.

"Position Report":  a report, substantially in the form of Exhibit K, delivered to the Administrative Agent by the Borrower pursuant to Section 7.2(g), certified by a Responsible Person of the Borrower, and setting forth as of the preceding Business Day, the calculations evidencing compliance with the Maximum Position Limits of the Borrower, together with supporting detail, in each case, in form and substance reasonably satisfactory to the Administrative Agent.

"Post-Termination LOC":  as defined in Section 3.1(g).

"Prime Rate":  for any day, a fluctuating interest rate per annum at all times equal to the rate of interest established by ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. in New York, New York, from time to time, as its base or prime rate.  The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually available.

"Properties":  as defined in Section 5.23(a).

"Refunded Daylight Overdraft Loan":  as defined in Section 2.6(a).

"Refunded Swing Line Loan":  as defined in Section 2.5(a).

"Register":  as defined in Section 11.7(d).

"Regulation D":  Regulation D of the Board.

"Regulation U":  Regulation U of the Board.

"Reimbursement Date":  as defined in Section 3.4(c).

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"Reimbursement Obligations":  the obligation of the Borrower to reimburse an Issuing Lender, pursuant to Section 3.5 for Unreimbursed Amounts.

"Reorganization":  with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

"Reportable Event":  any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the 30 day notice period is waived.

"Representatives":  as defined in Section 11.16(a).

"Requested Increase Amount":  as defined in Section 2.8(a).

"Required Lenders":  at any time, Lenders the Maximum Credit Limits (or, if the Maximum Credit Limits have expired or terminated, the Extensions of Credit) of which aggregate to at least 51.00% of the total Maximum Credit Limits (or, if the Maximum Credit Limits have expired or terminated, the Extensions of Credit); provided that, the portion of the Maximum Credit Limits or Extensions of Credit held by any Defaulting Lender shall be excluded from both the approvals received and the total Maximum Credit Limits or Extensions of Credit then in effect for purposes of making a determination of Required Lenders for any purpose hereunder or under any other Loan Document.

"Requirement of Law":  as to any Person, any Law 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.

"Reserve Requirement": the average maximum rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained under Regulation D by member banks of the Federal Reserve System in New York City with deposits exceeding one billion Dollars against "Eurocurrency liabilities" (as such term is used in Regulation D).  Without limiting the effect of the foregoing, the Reserve Requirement shall include any other reserves required to be maintained by such member banks by reason of any Regulatory Change with respect to (i) any category of liabilities that includes deposits by reference to which the Eurodollar Base Rate is to be determined as provided in the definition of "Eurodollar Base Rate" in this Section 1.1 or (ii) any category of extensions of credit or other assets that includes Eurodollar Loans.

"Responsible Person":  with respect to any Loan Party, the chief executive officer, president, chairman, senior vice-president, executive vice-president, vice-president of finance or treasurer of such Loan Party.

"Revolving Credit Loans":  as defined in Section 2.1(a).

"Revolving Credit Maturity Date":  with respect to any Loan, the earliest to occur of (i) written demand by the Administrative Agent or the Required Lenders, (ii) the date 90 days after the Borrowing Date of such Loan (other than Swing Line Loans or Daylight Overdraft Loans), (iii) the date on which the Loans become due and payable pursuant to Section 9 or the Maximum Amount terminates pursuant to Section 4.1 and (iv) the Termination Date.

"Risk Management Practices":  practices adopted and implemented by the Borrower and reasonably satisfactory to the Administrative Agent and Required Lenders for (a) the mitigation of risks including price, location, product grade and time risk associated with the Borrower's Eligible

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Commodities trading and marketing activities and (b) the evaluation and mitigation of credit risk exposure of the Borrower to an Account Debtor and any counterparty party to a Commodity Contract.

"Sanctioned Person":  as defined in Section 5.24.

"Secured Parties":  the Lenders (including, the Daylight Overdraft Lender, the Swing Line Lender and the Issuing Lenders), the Administrative Agent and the other Agents and, in respect of each of the foregoing, their respective successors, endorsees, transferees and assigns.

"Securities Account":  as defined in Section 8-501 of the New York Uniform Commercial Code.

"Security Agreement":  the Amended and Restated Security Agreement (to the Uncommitted Credit Agreement), dated as of the date hereof, executed and delivered by the Borrower to the Collateral Agent, substantially in the form of Exhibit B, as amended, modified or supplemented from time to time.

"Security Documents":  the collective reference to the Account Control Agreements, the Security Agreement, the Canadian Security Documentation and all other security documents hereafter delivered to the Collateral Agent granting a Lien on any asset or assets of the Borrower to secure any of the Obligations, each as amended, modified or supplemented from time to time.

"Single Employer Plan":  any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

"S&P":  Standard and Poor's Ratings Group, or any successor to its rating agency business.

"Specified Laws":  (i) Trading with the Enemy Act and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto, and (ii) the USA PATRIOT Act.

"Standby Letter of Credit": a standby Letter of Credit which (i) supports the purchase of Eligible Commodities giving rise to Eligible Inventory and/or an Eligible Accounts Receivable or (ii) is issued other than in connection with financing the purchase of Inventory by the Borrower.

"Stated Percentage":  for any Lender (a) with respect to any Loan made, or Letter of Credit issued, extended or increased at any time prior to any Conversion to Approving Lenders Funding Date, the ratio of such Lender's Maximum Credit Limit at the Borrowing Date for such Loan or Borrowing Date for such Letter of Credit's issuance, extension or increase to the aggregate amount of the Lenders' Maximum Credit Limits at such time, and (b) with respect to any Loan made or Letter of Credit issued, extended or increased on or after a Conversion to Approving Lenders Funding Date, (i) if such Lender is an Approving Lender, Approving Daylight Overdraft Lender or Approving Swing Line Lender, as the case may be, with respect to such Loan or Letter of Credit as of the Borrowing Date of such Loan or Borrowing Date for such Letter of Credit's issuance, extension or increase, the ratio of such Lender's Maximum Credit Limit at the Borrowing Date for such Loan or Borrowing Date for such Letter of Credit's issuance, extension or increase to the aggregate amount of the Lenders' Maximum Credit Limits at such time, and (ii) if such Lender is a Declining Lender as of the Borrowing Date of such Loan or Borrowing Date for such Letter of Credit's issuance, extension or increase, 0%, in each case, as may be adjusted pursuant to Section 4.18 in the event any Lender shall become a Defaulting Lender, provided that:

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"Subordinated Indebtedness":  any unsecured Indebtedness of the Borrower and its consolidated Subsidiaries:  (i) the payment of the principal of and interest on which and other obligations of such Person in respect thereof are subordinated to the prior payment in full of the principal of and interest (including by its terms post-petition interest) on the Loans and all other Obligations of the Borrower to the Agents and the Lenders under the Loan Documents on terms and conditions (including, without limitation, the identity of the creditor) approved in writing by the Administrative Agent; and (ii) any portion which is guaranteed by the Parent or any other Loan Party and all Guarantee Obligations in respect of such guarantee of such subordinated Indebtedness are subordinated to the Guarantee Agreements and all other Obligations and liabilities of such Person to the Agents and the Lenders under the Loan Documents in the manner and to the extent such subordinated Indebtedness is subordinated to the Loans and all other Obligations and liabilities of the Borrower to the Agents and the Lenders under the Loan Documents under subclause (i) of this definition.

"Subordination Agreement": the Agreement of Subordination and Assignment dated as of the date hereof among the Borrower, Aegean Liberia and the Collateral Agent, in form and substance satisfactory to the Administrative Agent, as the same may be amended, supplemented or otherwise modified from time to time.

"Subsidiary":  as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock, partnership, membership or other ownership interests having ordinary voting power (other than stock, partnership, membership or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company or other entity are at the time owned or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries or both, by such Person, as the case may be, or any such Person has the contractual power presently to designate a majority of the directors of such corporation, or in the case of unincorporated entities, of individuals exercising similar functions.  Unless otherwise qualified, all references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

"Swing Line Cap":  on any date, the maximum Swing Line Cap as set forth below that corresponds with the then current Elected Line Amount as set forth below:

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"Swing Line Lender":  as defined in the introductory paragraph to this Agreement.

"Swing Line Loan" and "Swing Line Loans":  as defined in Section 2.3(a).

"Swing Line Participation Amount":  as defined in Section 2.5(b).

"Synthetic Lease":  any lease of property, real or personal, the obligations of the lessee in respect of which are treated as an operating lease for financial accounting purposes in accordance with GAAP and indebtedness for federal tax purposes.

"Tax Affiliate":  as to any Person, any Affiliate of such Person with which such Person files or is eligible to file consolidated, combined or unitary tax returns.

"Taxes":  as defined in Section 4.11(a).

"Termination Date":  August 21, 2015.

"Total Extensions of Credit":  at any time, the aggregate outstanding principal and/or face amount of the Extensions of Credit of the Lenders then in effect.

"Trading Business":  with respect to each Lender, the day-to-day activities of such Lender or a division or Affiliate of such Lender relating to the proprietary purchase, sale, hedging and/or trading of commodities, including, without limitation, Eligible Commodities and any related derivative transactions.

"Tranche":  Loans which are either Eurodollar Loans or Cost of Funds Loans, the then-current Interest Periods which all begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

"Transferee":  as defined in Section 11.16(e).

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"Type":  (i) as to any Loan, its nature as a Base Rate Loan, a Eurodollar Loan or a Cost of Funds Loan and (ii) as to any Letter of Credit, its nature as a Documentary Letter of Credit or a Standby Letter of Credit.

"UCP":  the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, as the same may be amended from time to time.

"United States" or "U.S.":  the United States of America.

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

"Unreimbursed Amount":  as defined in Section 3.5(a).

"USA PATRIOT Act":  as defined in Section 5.24(a).

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Lenders agree to enter into negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating the financial condition of the Loan Parties and their respective Subsidiaries shall be the same after such Accounting Changes as if such Accounting Changes had not been made, and until such time as such an amendment shall have been executed and delivered by the Borrower and the Lenders, (A) all financial covenants, standards and terms in this Agreement shall be calcu­lated and/or construed as if such Account­ing Changes had not been made, and (B) the Borrower shall prepare footnotes to each compliance certificate and the financial statements required to be delivered hereunder that show the differences between the financial state­ments delivered (which reflect such Accounting Changes) and the basis for calculating financial covenant compliance (without reflecting such Accounting Changes).  "Accounting Changes" means:  (a) changes in accounting principles required by GAAP and implemented by the Loan Parties and their respective Subsidiaries; (b) changes in accounting principles recommended by the Borrower's certified public accountants; and (c) changes in carrying value of any of the Loan Parties' or any of their respective Subsidiaries' assets, liabilities or equity accounts resulting from any adjustments in excess of $50,000 in the aggregate.

SECTION 2.

AMOUNT AND TERMS OF THE LOANS

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Loan, (A) prior to 11:00 a.m. (New York City time) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be initially Eurodollar Loans, or (B) prior to 10:00 a.m. (New York City time) on the same Business Day of the requested Borrowing Date, otherwise) or (y) in the case of a Swing Line Loan, prior to 3:00 p.m. (New York City time) on the requested Borrowing Date), in each case, in the form attached hereto as Annex I (the "Borrowing Notice"), specifying:

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or other Person reasonably acceptable to the Administrative Agent in the United States as may be notified in writing by the Borrower to the Administrative Agent from time to time).  If any Lender in a timely manner provides the Administrative Agent with such a written notice of its disapproval of further borrowings, the Administrative Agent shall notify the Borrower that one or more of the Lenders have elected not to fund further borrowings.

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previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender.

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Daylight Overdraft Lender shall deliver to such Lender a Daylight Overdraft Loan participation certificate, in a form specified by the Daylight Overdraft Lender, dated the date of receipt of the Daylight Overdraft Participation Amount and in such amount.

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Percentages thereof) make the full amount or any part of any Revolving Credit Loan requested on or after such date, approve the issuance of, or extension or increase to, Letters of Credit requested on or after such date or approve the making of the requested Swing Line Loan or Daylight Overdraft Loan requested on or after such date, as applicable, irrespective of the Declining Lenders' disapproval (in such case, the Lenders that provide written notice in the form of Exhibit G-2 to the Administrative Agent of their election to continue funding, approve such issuance of, or extension or increase to, Letters of Credit or approve the making of Swing Line Loans or Daylight Overdraft Loans shall be referred to as the "Approving Lenders" and any Lender who does not provide such notice shall be deemed to be a Declining Lender); provided that no Lender's Maximum Credit Limit shall be exceeded without its written consent.  In such event, from the Business Day following receipt of any Declining Lender Notice by the Administrative Agent (each, a "Conversion to Approving Lenders Funding Date") forward, all subsequent Revolving Credit Loans, issuances of Letter of Credit or amendments to Letters of Credit that increase the amount or extend the expiration date and participations in such Letters of Credit, and participations in Swing Line Loans or Daylight Overdraft Loans made from and after such date shall be made unilaterally by the Approving Lenders and no Letter of Credit thereafter issued or amended to increase the amount or extend the expiration date, or Revolving Credit Loans, Swing Line Loans or Daylight Overdraft Loans thereafter made shall be participated in by the Declining Lenders.

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For the avoidance of doubt, nothing contained in this Agreement is intended to or shall constitute a commitment or agreement by any Agent or any Lender to make any Loan or other Credit Extension to or for the account of the Borrower, regardless of the Elected Line Amount.

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SECTION 3.

LETTERS OF CREDIT

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LENDER TO ISSUE OR ELECT TO ISSUE ANY SUCH LETTER OF CREDIT OR PARTICIPATE OR ELECT TO PARTICIPATE IN ANY SUCH LETTER OF CREDIT UNLESS AND UNTIL SUCH ISSUING LENDER OR SUCH LENDER AFFIRMATIVELY COMMITS OR IS DEEMED TO HAVE COMMITTED UNDER SECTION 3.2(d) TO SUCH REQUESTED LETTER OF CREDIT.

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In the case of a request for an amendment or extension of any outstanding Letter of Credit, such Letter of Credit Request shall be in the form attached hereto as Annex IV and shall specify in form and detail satisfactory to the Administrative Agent and the Issuing Lender thereof:

Subject to the terms and conditions hereof, if the applicable Issuing Lender elects to do so, the applicable Issuing Lender shall issue, amend or extend such Letter of Credit on the first Business Day following the Business Day on which such Issuing Lender and the Administrative Agent receive the corresponding Letter of Credit Request; provided, that with respect to any Letter of Credit Request received by an Issuing Lender and the Administrative Agent later than 3:00 p.m. (New York City time) on a Business Day, such Letter of Credit Request shall be deemed to have been delivered on the next succeeding Business Day and the requested date of issuance, amendment or extension, as applicable, shall be adjusted accordingly.  Upon the effectiveness of any Letter of Credit or any amendment to an outstanding Letter of Credit, the Administrative Agent and the Lenders shall be entitled to assume that the Applications and certificates, documents and other papers and information requested by the applicable Issuing Lender in connection therewith were completed and delivered to the satisfaction of such Issuing Lender.

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Letter of Credit, and (y) the next occurring Non-Renewal Notice Date of such Auto-Renewal Letter of Credit would occur more than 60 days after the Termination Date.

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provided that such letter of credit commissions with respect to each Letter of Credit shall not be in an amount less than $1,000, and, in each case, shall be payable to the Administrative Agent to be shared ratably among the L/C Participants and such Issuing Lender in accordance with their respective Stated Percentages for such Letter of Credit.  Such commissions in respect of Standby Letters of Credit shall be payable in arrears on each L/C Fee Payment Date and in respect of each Documentary Letter of Credit shall be payable in advance upon the issuance thereof, and shall in each case be nonrefundable.

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of Credit at a rate per annum equal to 0.20% on the average daily undrawn amount of such Letter of Credit during the period from the date of issuance through and including the date of drawing of the entire amount or expiration or termination thereof.  Such fronting commission shall be payable in arrears on each L/C Fee Payment Date and shall in each such case be nonrefundable.

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percentage thereof, without setoff, deduction, recoupment, defense, or counterclaim of any nature whatsoever, provided, however, that, with respect to ING, the Administrative Agent will advance ING's portion of such Unreimbursed Amount on the date of such notice and ING shall be irrevocably obligated, regardless of whether it has affirmatively agreed to fund its Stated Percentage of the related Revolving Credit Loan made in accordance with Section 3.5(b), to pay to the Administrative Agent the amount of such Revolving Credit Loan advanced by the Administrative Agent on ING's behalf, plus interest (at the rate specified in the Fronting Fee Letter) at the Administrative Agent's office specified in Section 11.2 prior to 3:00 p.m. (New York City time) on the date that is one (1) Business Day after the date of such notice.

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from an Issuing Lender of a drawing or demand for payment under a Letter of Credit at or after 12:00 p.m. (New York City time), on any Business Day, the Borrower shall so reimburse the applicable Issuing Lender no later than 3:00 p.m., New York City time, on the Business Day immediately following the Business Day upon which such notice was received by the Borrower.  Such reimbursement shall be made directly to the applicable Issuing Lender at its Applicable Lending Office in immediately available funds in U.S. Dollars, in an amount equal to (i) the amount so paid by such Issuing Lender in connection with such drawing or payment and (ii) any taxes and any reasonable fees, charges or other costs or expenses incurred in by such Issuing Lender (such amount prior to being reimbursed by the Borrower, the "Unreimbursed Amount").

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each of which provisions, if contained in any Letter of Credit itself, it is agreed may be waived by such Issuing Lender; (v) compliance with any laws, customs and regulations which may be effective in countries of issuance, presentation under, negotiation and/or payment of any Letter of Credit or any ruling of any court or governmental authority or agency, or any control or restriction rightfully or wrongfully exercised by any government or group asserting or exercising governmental or paramount powers; (vi) the acceptance by such Issuing Lender as complying with the applicable Letter of Credit of any draft or document drawn, issued or presented under such Letter of Credit which is issued or purportedly issued by an agent, executor, trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative or successor of the party identified in such Letter of Credit as the party permitted to draw, issue or present such draft or document (or any transferee thereof); (vii) any error, neglect, insolvency, failure of business or default of any of such Issuing Lender's Nominated Persons; (viii) any delay, omission, interruption, loss in transit, or mutilation or other errors arising in (A) transmission, dispatch or delivery of any document or draft or proceeds thereof or (B) transmission, dispatch or delivery of any messages by mail, cable, telegraph, wireless or otherwise, whether or not they be in code; (ix) the description, weight, existence, character, quality, quantity, condition, packing, value or delivery of the property, services or performance purporting to be represented by documents, or errors in translation or errors in interpretation of technical terms; (x) any difference in character, quality, quantity, condition or value of the property from that expressed in documents; (xi) the time, place, manner or order in which shipment is made or payment of the obligations of the Borrower under the applicable Letter of Credit or any other amendment or waiver of or any consent to departure from the terms of any Letter of Credit or any document or certificate that does not strictly comply with the terms of such Letter of Credit; (xii) any partial or incomplete shipment or failure or omission to ship any or all of the property referred to in any Letter of Credit; (xiii) the character, adequacy, validity or genuineness of any insurance; (xiv) the solvency or responsibility of any insurer, or the acts or omissions, performance or standing of any insurer, or any other risk connected with insurance; (xv) any deviation from instructions, delay, default or fraud by the shipper or anyone else in connection with the property or the shipping thereof; (xvi) the solvency, responsibility, performance or standing of, or the acts or omissions of, any consignor, carrier, forwarder or consignee of any goods or any other Person; (xvii) any delay in arrival or failure to arrive of either the property or any of the documents relating thereto; (xviii) any delay in giving or failure to give notice of arrival or any other notice; (xix) any claim, breach of contract or dispute between the beneficiary, shippers or vendors and the Borrower; (xx) any waiver of any requirement in a Letter of Credit that exists for such Issuing Lender's protection and not the protection of the Borrower or any waiver which does not in fact materially prejudice the Borrower; (xxi) any payment made in respect of a draft or document presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit if payment after such date is authorized by the Uniform Commercial Code, the UCP or the ISP, as applicable; (xxii) without limiting the foregoing, any consequences arising (A) from the interruption of such Issuing Lender's business, Acts of God, riots, civil commotions, insurrections, war, acts of terrorism, strikes, lockouts, or other causes beyond such Issuing Lender's control, (B) from any act or omission by such Issuing Lender or any of its Nominated Persons, Affiliates or agents or any bank whose services are utilized for the purpose of giving effect to the Borrower's instructions, in each case if not done or omitted with such Issuing Lender's gross negligence or willful misconduct, or (C) from the failure of another bank to carry out instructions transmitted by such Issuing Lender, whether such other bank was selected by the Borrower, such Issuing Lender or any other Person; and none of the above shall affect, impair or prevent the vesting of any of such Issuing Lender's rights or powers hereunder.  If any Letter of Credit provides that payments are to be made by the applicable Issuing Lender's Nominated Person, neither such Issuing Lender nor such Nominated Person shall be responsible for the failure of any of the documents specified in such Letter of Credit to come into such Issuing Lender's possession or for any delay in connection therewith, and the Borrower's obligations under this Agreement shall not be affected by such failure or delay in the receipt by such Issuing Lender of any such documents.

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deemed approval of the Required Lenders; (ii) any action taken or omitted in respect of any Letter of Credit in the absence of gross negligence or willful misconduct;  (iii) the due execution, effectiveness, validity or enforceability of any Letter of Credit or any document delivered in connection with the issuance or payment of such Letter of Credit; or (iv) any matter set forth in Section 3.6.

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SECTION 4.

GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT

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Loans (including, without limitation, any Eurodollar Loans that would otherwise have been Converted to Base Rate Loans pursuant to clause (i) of this Section 4.2(f)), to the extent (A) on any day with respect to any outstanding Base Rate Loan, the Administrative Agent shall have determined that the Base Rate plus the Applicable Margin is less than the Cost of Funds Rate plus the Applicable Margin or (B) the Borrower selects the Base Rate in connection with any request for the Lenders to make a Base Rate Loan or to Convert any Eurodollar Loan or Cost of Funds Loan into a Base Rate Loan, and the Administrative Agent shall have determined that the Base Rate plus the Applicable Margin is less than the Cost of Funds Rate plus the Applicable Margin, then (I) such outstanding Base Rate Loan shall automatically Convert to a Cost of Funds Loan on the date of such determination by the Administrative Agent, (II) such outstanding Base Rate Loan shall automatically Convert to a Cost of Funds Loan on the day the Administrative Agent received the notice of Conversion from the Borrower, (III) any Base Rate Loan requested to be made shall be made as a Cost of Funds Loan, (IV) any Eurodollar Loan requested to be Converted to a Base Rate Loan shall be Converted to a Cost of Funds Loan and (V) any Cost of Funds Loan requested to be Converted to a Base Rate Loan shall Continue as a Cost of Funds Loan.

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Required Lenders, or if demand for payment is not made prior thereto, by 11:00 a.m. (New York City time) on the day that is five (5) Business Days following the Borrowing Date of such Swing Line Loan; provided that, the Borrower shall be deemed to be in compliance with its obligations in this sentence in the event that such Swing Line Loan is repaid with the proceeds of a Revolving Credit Loan in accordance with Section 2.5(a).

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shall be prepaid and (z) whether the prepayment is of Base Rate Loans, Cost of Funds Loans, Eurodollar Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided that, if a Eurodollar Loan or Cost of Funds Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, or the Borrower revokes any notice of prepayment previously delivered pursuant to this Section 4.6, the Borrower shall also pay any amounts owing pursuant to Section 4.15.  Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender (or in the case of prepayment of a Swing Line Loan, the Swing Line Lender) thereof.  If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with any amounts payable pursuant to Section 4.15.  Partial prepayments of Loans pursuant to this Section 4.6 shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof.  If the Borrower shall make any payment of a Swing Line Loan after 11:00 a.m. (New York City time) on the fifth Business Day following the making of such Swing Line Loan and the Swing Line Lender shall have requested from the Lenders, Revolving Credit Loans in accordance with Section 2.5(a) on account of such Swing Line Loan, the Administrative Agent shall apply such prepayment in the following order:  first to any other Swing Line Loans of the Borrower outstanding at such time and second, to any outstanding Revolving Credit Loans that are Base Rate Loans of the Borrower (other than any Base Rate Loans made on the same day such prepayment is made) in chronological order by Obligation Date.  If the amount of such prepayment is greater than the outstanding amount of such Swing Line Loans and such Base Rate Loans at the time such prepayment is made (other than any Base Rate Loans made on the same day such prepayment is made), the Administrative Agent shall promptly remit the excess to the Borrower.

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Letters of Credit do not exceed the Letters of Credit Sublimit, no later than one (1) Business Day immediately following such date.

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and the result of any of the foregoing is to increase the cost to such Lender of making, Converting into, Continuing or maintaining Eurodollar Loans or Cost of Funds Loans or issuing, providing and maintaining Letters of Credit or holding an interest in an Issuing Lender's obligations thereunder or of holding a participation interest in Swing Line Loans or Cost of Funds Loans, or to reduce any amount receivable by such Lender in respect thereof;

then, in any such case, the Borrower shall promptly, after receiving notice as specified in clause (c) of this Section 4.10, pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable plus any Taxes thereon.  For purposes of this Agreement, the ▇▇▇▇-▇▇▇▇▇ Act and Basel III, and all rules, regulations, requests, guidelines or directives in connection with the ▇▇▇▇-▇▇▇▇▇ Act or Basel III shall be deemed to have become effective, enacted and adopted after the date hereof.

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its Maximum Credit Limit hereunder or its obligations under Letters of Credit (issued by it or in which it has a participation interest) or in respect of its Loans or participations therein to a level below that which such Lender or such Person could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such Person's policies with respect to capital adequacy and liquidity requirements) by an amount deemed by such Lender to be material, then from time to time, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction plus any Taxes thereon.  In determining such amount or amounts, any Lender may use any method of averaging and attribution as it shall deem applicable.

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such deductions and (iv) such Loan Party shall pay the full amount deducted to the relevant Government Authority in accordance with applicable law.

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prior to the date hereof (or in the case of a transferee Lender, the date that it becomes a party to this Agreement), and thereafter when reasonably requested by the Borrower, provide to the Administrative Agent in addition to the IRS Form W-8 required above a certificate representing that such Non-U.S. Lender is not a "bank" for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code), and such Non-U.S. Lender agrees that it shall promptly notify the Administrative Agent in the event any representation in such certificate is no longer accurate.  Each Lender (or Transferee) that is a United States person as defined in Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent two copies of Internal Revenue Service Form W-9, or any subsequent or substitute versions thereof or successors thereto, certifying that such Lender (or Transferee) is entitled to a complete exemption from U.S. Federal backup withholding tax on payments made pursuant to this Agreement.  Such forms shall be delivered by each Lender on or before the date it becomes a party to this Agreement (or, in the case of a participant, on or before the date such participant becomes a participant hereunder) and on or before the date, if any, such Lender changes its Applicable Lending Office unless each of the Applicable Lending Office prior to such designation and the new Applicable Lending Office is located within the United States.  In addition, each Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Lender.  Notwithstanding any other provision of this Section 4.11(f), a Lender shall not be required to deliver any form pursuant to this Section 4.11(f) that such Lender is not legally able to deliver.

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then, subject to Section 4.16(c), the Administrative Agent shall give written notice thereof to the Borrower and the Lenders as soon as practicable thereafter and:

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then, subject to Section 4.16(c), the Administrative Agent shall give written notice thereof to the Borrower and the Lenders as soon as practicable thereafter and:

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SECTION 5.

REPRESENTATIONS AND WARRANTIES

To induce the Agents and the Lenders to enter into this Agreement and to consider making the Loans and consider issuing or participating in Letters of Credit, the Borrower hereby represents and warrants to each Agent and each Lender that:

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such Subsidiaries at December 31, 2013, other than (i) sales and Dispositions of inventory in the ordinary course of business and (ii) those sales, transfers, dispositions and acquisitions listed on Schedule 5.1(d).

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regulations promulgated by the FERC, in each case to the extent applicable to or binding upon such Loan Party or its properties, (ii) will not violate any Contractual Obligation of any Loan Party or any of their respective Subsidiaries, except where such violation could not reasonably be expected to have a Material Adverse Effect and (iii) will not result in, or require, the creation or imposition of any Lien on any Loan Party's or any of their respective Subsidiaries' properties or revenues pursuant to any such Requirement of Law or Contractual Obligation (other than Liens created by the Security Documents in favor of the Collateral Agent for the ratable benefit of the Secured Parties).

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during such six-year period or is reasonably expected to occur (other than a termination described in Section 4041(b) of ERISA), and no Lien in favor of a Plan or the PBGC in connection with any Plan has arisen during such six-year period or is reasonably expected to arise.  Except to the extent that any such excess could not reasonably be expected to have a Material Adverse Effect, the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits.  Except to the extent that such liability could not reasonably be expected to have a Material Adverse Effect, (a) none of the Loan Parties nor any Commonly Controlled Entity have had a complete or partial withdrawal from any Multiemployer Plan, and (b) none of the Loan Parties would become subject to any liability under ERISA if a Loan Party or any Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made.  To the knowledge of the Loan Parties, no such Multiemployer Plan is in Reorganization, Insolvent or terminating or is reasonably expected to be in Reorganization, become Insolvent or be terminated.  Except to the extent that any such excess could not reasonably be expected to have a Material Adverse Effect, the present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of the Loan Parties and each Commonly Controlled Entity for post-retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) other than such liability disclosed in the financial statements of the Loan Parties does not, in the aggregate, exceed the assets under all such Plans allocable to such benefits.  None of the Loan Parties or any Commonly Controlled Entity has engaged in a prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code in connection with any Plan that would subject any Loan Party to liability under ERISA and/or Section 4975 of the Code that could reasonably be expected to have a Material Adverse Effect.  There is no other circumstance existing which may give rise to a liability in relation to any Plan that could reasonably be expected to have a Material Adverse Effect.  None of the assets of the Borrower constitute "plan assets" for purposes of Section 406 of ERISA and/or Section 4975 of the Code, or for purposes of any other applicable statute, regulation or other rule which is materially similar to Section 406 of ERISA or Section 4975 of the Code.

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individual basis, and of the Loan Parties and their respective Subsidiaries taken as a whole, contingent or otherwise", as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of the Loan Parties, each on an individual basis, and of the Loan Parties and their respective Subsidiaries taken as a whole, will, as of such date, be greater than the amount that will be required to pay the liabilities of the Loan Parties, each on an individual basis, and of the Loan Parties and their respective Subsidiaries taken as a whole, on its respective debts as such debts become absolute and matured, (iii) the Loan Parties, each on an individual basis, and the Loan Parties and their respective Subsidiaries taken as a whole, will not have, as of such date, an "unreasonably small amount of capital" with which to conduct their respective businesses, as such quoted term is determined in accordance with applicable U.S. federal and state Laws governing the determination of insolvency of debtors and (iv) the Loan Parties, each on an individual basis, and the Loan Parties and their respective Subsidiaries taken as a whole, will be able to pay their respective debts as they mature.  For purposes of this Section 5.20, "debt" means "liability on a claim", "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 and (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.

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incurrence of costs by any Governmental Authority for remediation regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.

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SECTION 6.

CONDITIONS PRECEDENT

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Borrower's Commodity Accounts (including, without limitation, with Newedge USA , LLC) in form and substance satisfactory to the Administrative Agent, and (iii) duly executed Notification and Agreements with respect to each warehouse and terminal in which the Borrower's inventory is stored (including, without limitation, Buckeye Bayonne Terminal LLC, Buckeye Pennsauken Terminal LLC and Buckeye Terminals, LLC) in form and substance satisfactory to the Administrative Agent, which in each case is necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens created by the Security Documents.

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executed by a Responsible Person of the Borrower, in form and substance satisfactory to the Administrative Agent.

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the case of a Daylight Overdraft Loan, the Daylight Overdraft Lender shall have received a request pursuant to Section 2.4(b).

Each borrowing of a Loan by and issuance of a Letter of Credit on behalf of the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date thereof that the conditions contained in this Section 6.2 have been satisfied.

SECTION 7.

AFFIRMATIVE COVENANTS

The Borrower hereby agrees that so long as any Maximum Credit Limit remains in effect, any Letter of Credit remains outstanding or any amount is owing to any Lender or any Agent hereunder or

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under any other Loan Document, the Borrower shall, and shall cause each other Loan Party and their respective Subsidiaries to:

All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).

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Section 8.1(b) insofar as it relates to financial and accounting matters, except as specified in such certificate;

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goodwill and business of the customers, suppliers and others having business relations with the Loan Parties or any of their respective Subsidiaries and (ii) keep available the services and goodwill of such of its present employees as are, in the reasonable opinion of the Loan Parties or any of their respective Subsidiaries, as applicable, necessary or desirable for the conduct of its business as it is currently conducted, except, with respect to any Guarantor, to the extent permitted under the Global Facility Agreement; (b) preserve all registered Intellectual Property with respect to its business; (c) preserve all other rights, privileges and franchises necessary or desirable in the normal conduct of its business except as otherwise permitted pursuant to Section 8.4; (d) perform and observe, in all material respects, all the terms, covenants and conditions required to be performed and observed by it under its Contractual Obligations and do all things necessary to preserve and keep unimpaired its rights under such Contractual Obligations; and (e) comply with all Requirements of Law, except, with respect to any Guarantor, to the extent permitted under the Global Facility Agreement.

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Each notice pursuant to this Section 7.7 shall be accompanied by a statement of a Responsible Person setting forth details of the occurrence referred to therein and stating what action the Borrower, the relevant Loan Party or their respective Subsidiaries propose to take with respect thereto, and the Borrower shall answer any and all questions of the Administrative Agent or the Required Lenders regarding same.

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with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws, except to the extent that the same are being contested in good faith by appropriate proceedings, and for which adequate reserves have been established and maintained on the books and records of the applicable Loan Party and the applicable Subsidiary in accordance with GAAP.

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benefit of the Secured Parties a Perfected First Lien in such property, including, without limitation, the filing of UCC financing statements in such jurisdictions as may be required by the Security Agreement or by Law or as may be requested by the Administrative Agent.

SECTION 8.

NEGATIVE COVENANTS

The Borrower hereby agrees that, so long as any Maximum Credit Limit remains in effect, any Letter of Credit remains outstanding or any amount is owing to any Lender or any Agent hereunder or under any other Loan Document, the Borrower shall not, and shall not permit any of the Loan Parties and their respective Subsidiaries to, directly or indirectly:

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Notwithstanding the foregoing, any Indebtedness of the Borrower to any other Subsidiary or Affiliate shall not be permitted under any subparagraph of this Section 8.2 unless such Indebtedness is subordinated to the Obligations pursuant to a subordination agreement in form and substance satisfactory to the Required Lenders.

 

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and (ii) the consequences of all such defaults, taken as a whole, could not reasonably be expected to have a Material Adverse Effect;

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to or simultaneously with such sale; (c) between any Guarantor and any other member of the Group (other than the Borrower and its Subsidiaries), to the extent permitted under the Global Facility Agreement and (d) transactions described on Schedule 8.10.

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unreasonably withheld, except, with respect to any Guarantor, in connection with any transaction permitted under the Global Facility Agreement.

SECTION 9.

EVENTS OF DEFAULT

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

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then, and in any such event, WITHOUT LIMITING THE RIGHTS OF LENDERS UNDER SECTION 2.7 AND THE  RIGHT OF THE REQUIRED LENDERS TO DEMAND PAYMENT OF THE LOANS AND REIMBURSEMENT OBLIGATIONS AND CASH COLLATERAL FOR THE L/C

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OBLIGATIONS AT ANY TIME IN THEIR SOLE DISCRETION, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) of this Section 9 with respect to the Borrower, the Maximum Amount shall immediately and automatically terminate and the Loans and Reimbursement Obligations hereunder (with accrued interest thereon) and all other amounts owing under this Agreement shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken:  (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of such Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Maximum Amount to be terminated forthwith, whereupon the Maximum Amount shall immediately terminate, and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans and Reimbursement Obligations hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable, without further notice, notice of intent to accelerate or presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Borrower.

With respect to all outstanding Letters of Credit with respect to which demand for payment shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time Cash Collateralize an amount equal to 105% of the aggregate then undrawn and unexpired amount of such Letters of Credit.  The Borrower hereby grants to the Collateral Agent, for the benefit of the applicable Issuing Lenders and, in the case of any Letter of Credit, the applicable L/C Participants, a security interest in such Cash Collateral to secure all obligations of the Borrower under this Agreement and the other Loan Documents.  Cash Collateralized amounts shall be applied by the Collateral Agent to the payment of Reimbursement Obligations with respect to drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the Notes.  After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the Notes shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower.  The Borrower shall execute and deliver to the Collateral Agent, for the account of the applicable Issuing Lenders and, in the case of any Letter of Credit, the applicable L/C Participants, such further documents and instruments as the Collateral Agent may reasonably request to evidence the creation and perfection of the within security interest in such Cash Collateral account.

IN NO EVENT SHALL ANY PROVISION OF THIS AGREEMENT PROVIDING FOR SPECIFIC EVENTS OF DEFAULT BE CONSTRUED TO WAIVE, LIMIT OR OTHERWISE MODIFY THE DEMAND NATURE OF (I) THE LOANS WHICH MAY BE MADE PURSUANT TO THIS AGREEMENT AND (II) THE REQUIREMENT TO CASH COLLATERALIZE LETTERS OF CREDIT WHICH MAY BE ISSUED PURSUANT TO THIS AGREEMENT, AND THE BORROWER HEREBY ACKNOWLEDGES AND AGREES THAT THE LENDERS' RIGHT TO DEMAND PAYMENT OR CASH COLLATERALIZATION AT ANY TIME IS ABSOLUTE AND UNCONDITIONAL.

SECTION 10.

THE AGENTS

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such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.

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notice, the Administrative Agent shall give notice thereof to the Lenders.  The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.

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the Borrower and the other Loan Parties as though such Agent were not an Agent hereunder and under the other Loan Documents.  With respect to the Loans and other Extensions of Credit made by it, if any, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms "Lender" and "Lenders" shall include each Agent in its individual capacity.

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the Lenders as set forth in Section 11.1.  Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent's authority to release particular types or items of Collateral pursuant to this Section 10.10; provided that, the absence of any such confirmation for whatever reason shall not affect the Collateral Agent's rights under this Section 10.10.

SECTION 11.

MISCELLANEOUS

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provided, however, that (A) a Declining Lender shall not have any right to (1) consent to or approve any amendment, modification or waiver or (2) direct, or consent to or approve any direction to, the Administrative Agent to take or refrain from taking any action hereunder, in each case which does not directly affect either (x) such Declining Lender or any Loan made by it or Letter of Credit which it has issued or in which it has participated or (y) Collateral securing Obligations owed to such Declining Lender or guarantees thereof and, (B) the preceding clause (A) shall not limit any right of a Declining Lender to consent to or approve any amendment, modification or waiver referred to in clause (i), (ii), (iii), (vi) or (ix) solely to the extent relating to a Loan or Letter of Credit made, issued or participated in by such Declining Lender.

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or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

	The Borrower:	Aegean Bunkering (USA) LLC
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		with a copy to:
		▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
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		▇▇▇ ▇▇▇▇, ▇▇  ▇▇▇▇▇
		Attention:	▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
		Fax:	(▇▇▇) ▇▇▇-▇▇▇▇
	and

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	The Agents:	ABN AMRO Capital USA LLC
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		▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
		Attention:	ECT Group
		Fax:	(▇▇▇) ▇▇▇-▇▇▇▇
		with a copy to:
		▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP
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		▇▇▇ ▇▇▇▇, ▇▇  ▇▇▇▇▇
		Attention:	▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
		Fax:	(▇▇▇) ▇▇▇-▇▇▇▇

provided that any notice, request or demand to or upon any Agent, any Issuing Lender or the Lenders pursuant to Section 2.4, 2.7, 2.8, 3.2, 3.4, 4.3, 4.6, 4.7, or 4.9 shall not be effective until received.

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the Lien granted hereby in any Collateral pursuant to Section 10.10 hereof, the Lien in such Collateral (but not the proceeds thereof) shall automatically terminate after application of such proceeds in accordance with the Loan Documents and any guarantee obligations under any Loan Document of any Person being Disposed of in such Disposition shall automatically terminate, in each case, to the extent necessary to permit consummation of such Disposition in accordance with the Loan Documents.

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performance and administration of this Agreement, the other Loan Documents, and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Loan Party or any of their respective Subsidiaries, or any of the Properties (all the foregoing in this clause (e), collectively, the "Indemnified Liabilities"); provided that, the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities, to the extent such Indemnified Liabilities (i) are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (ii) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final, non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction.  The Borrower also agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract, tort, equity or otherwise) to the Borrower or the Borrower's Subsidiaries or Affiliates or to the Borrower's or its equity holders or creditors arising out of, related to or in connection with any aspect of this Agreement, the Loan Documents or any of the transactions contemplated hereby, except to the extent of direct (as opposed to special, indirect, consequential or punitive) damages determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted directly from such Indemnitee's gross negligence or willful misconduct. It is further agreed that the Indemnitees shall have liability only to the Borrower (as opposed to any other person).  Notwithstanding any other provision of this Agreement, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, except to the extent such damages are found by a final, non-appealable judgment of a court of competent jurisdiction to arise directly from the gross negligence or willful misconduct of such Indemnitee. The agreements in this Section 11.6 shall survive repayment of the Loans, Reimbursement Obligations and all other amounts payable hereunder and termination of this Agreement.

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on, the Loans, Reimbursement Obligation or any fees payable hereunder, or postpone the date of the final maturity of the Loans or Reimbursement Obligations, in each case to the extent subject to such Participation.  The Borrower agrees that if amounts outstanding under this Agreement are due or unpaid during an Event of Default, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable Law, be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; provided that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 11.8(a) as fully as if it were a Lender hereunder.  The Borrower also agrees that each Participant shall be entitled to the benefits of, and bound by the obligations imposed on the Lenders in, Sections 4.10, 4.11 and 4.15 with respect to its participation in the Maximum Credit Limit and the Loans and other Extensions of Credit outstanding from time to time as if it were a Lender; provided that, in the case of Section 4.11, such Participant shall have complied with the requirements of said Section; provided further that a Participant shall not be entitled to receive any greater payment in the case of Sections 4.10, 4.11 and 4.15 than the applicable Lender would have been entitled to receive with respect to the Participation sold to such Participant, unless the sale of the Participation is made with the prior written consent of the Borrower expressly acknowledging such Participant may receive a greater benefit; provided, further that, a Participant that would be a Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 4.11 to the extent such Participant fails to comply with Section 4.11(f) as though it were a Lender.

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shall, to the extent provided in such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto, except as to Sections 4.10, 4.11 and 4.15 in respect of the period prior to such effective date).  Notwithstanding any provision of this Section 11.7, (1) the consent of the Borrower and its execution of an Assignment and Acceptance shall not be required, and, unless requested by the Assignee and/or the assigning Lender, new Notes shall not be required to be executed and delivered by the Borrower, for any assignment which occurs at any time when any Default or Event of Default shall have occurred and be continuing and (2) the Borrower shall not unreasonably withhold or delay in providing any consent or executing any Assignment and Acceptance otherwise required under this Section 11.7.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.7 shall be treated for purposes of this Agreement as a sale by such Lender of a Participation in such rights and obligations in accordance with paragraph (b) of this Section 11.7.  Notwithstanding the foregoing, no Lender shall, at any time, assign any part of its rights and obligations under this Agreement and the other Loan Documents to any natural person, the Borrower or any Affiliate or Subsidiary of the Borrower.

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Note to any Federal Reserve Bank or any other central bank in accordance with applicable Law and (ii) any pledge or assignment by a Lender which is a fund to its trustee for the benefit of such trustee and/or its investors to secure its obligations under any indenture or Governing Documents to which it is a party; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

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this Section 11.8(a) shall not be construed to apply to (x) any payment made pursuant to and in accordance with the express terms of this Agreement (including, without limitation, the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment or sale of a participation in or other interest in any of its Loans and Reimbursement Obligation.  The Borrower agrees that each Lender so purchasing a portion of another Lender's Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

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party, or for recognition and enforcement of any judgment in respect thereof, to the non‑exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

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requirements of this Section 11.16, such information to an Affiliate or its Representatives, (ii) use Confidential Information solely for purposes of evaluating and administering the Loans and the Loan Documents or enforcing its rights hereunder or under any other Loan Document and (iii) subject to Section 11.16(d), not disclose Confidential Information to Representatives of its Trading Business.