Aegean Marine Petroleum Network Inc. (Company) and U.S. Bank National Association (Trustee) 4.25% Convertible Senior Notes due 2021 INDENTURE Dated as of December 19, 2016

Article 1. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
Section 1.01 Definitions and References	1
Section 1.02 References to Interest	12
Section 1.03 Acts of Holders	12
Article 2. THE NOTES	13
Section 2.01 Title and Terms; Payments	13
Section 2.02 Ranking	14
Section 2.03 Denominations	14
Section 2.04 Execution, Authentication, Delivery and Dating	15
Section 2.05 Temporary Notes	15
Section 2.06 Registration; Registration of Transfer and Exchange	15
Section 2.07 Transfer Restrictions	17
Section 2.08 Expiration of Restrictions	18
Section 2.09 Mutilated, Destroyed, Lost and Stolen Notes	19
Section 2.10 Persons Deemed Owners	20
Section 2.11 Transfer and Exchange	20
Section 2.12 Purchase of Notes; Cancellation	23
Section 2.13 CUSIP Numbers	23
Section 2.14 Payment and Computation of Interest and Defaulted Amounts	23
Article 3. SATISFACTION AND DISCHARGE	25
Section 3.01 Discharge of Liability on Notes	25
Section 3.02 Deposited Monies to Be Held in Trust by Trustee	25
Section 3.03 Paying Agent to Repay Monies Held	25
Section 3.04 Return of Unclaimed Monies	25
Section 3.05 Reinstatement	26
Article 4. COVENANTS	26
Section 4.01 Payment of Principal and Interest and the Fundamental Change Repurchase Price	26
Section 4.02 Maintenance of Office or Agency	26
Section 4.03 Provisions as to Paying Agent	27
Section 4.04 Reports	28
Section 4.05 Statements as to Defaults	29
Section 4.06 Additional Interest and Special Interest Notice	29
Section 4.07 Compliance Certificate and Opinions of Counsel	29
Section 4.08 Additional Interest	30
Section 4.09 Corporate Existence	31

Section 4.10 Restriction on Resales	31
Section 4.11 Further Instruments and Acts	31
Section 4.12 Par Value Limitation	31
Section 4.13 Company to Furnish Trustee Names and Addresses of Holders	31
Section 4.14 Additional Amounts	31
Article 5. EVENTS OF DEFAULT AND REMEDIES	33
Section 5.01 Events of Default	33
Section 5.02 Acceleration; Rescission and Annulment	34
Section 5.03 Special Interest	35
Section 5.04 Waiver of Past Defaults	36
Section 5.05 Control by Majority	36
Section 5.06 Limitation on Suits	36
Section 5.07 Rights of Holders to Receive Payment and to Convert	36
Section 5.08 Collection of Indebtedness; Suit for Enforcement by Trustee	37
Section 5.09 Trustee May Enforce Claims Without Possession of Notes	37
Section 5.10 Trustee May File Proofs of Claim	37
Section 5.11 Restoration of Rights and Remedies	37
Section 5.12 Rights and Remedies Cumulative	38
Section 5.13 Delay or Omission Not a Waiver	38
Section 5.14 Priorities	38
Section 5.15 Undertaking for Costs	38
Section 5.16 Waiver of Stay, Extension and Usury Laws	39
Section 5.17 Notices from the Trustee	39
Article 6. SUPPLEMENTAL INDENTURES	39
Section 6.01 Supplemental Indentures Without Consent of Holders	39
Section 6.02 Supplemental Indentures With Consent of Holders	40
Section 6.03 Notice of Amendment or Supplement	41
Section 6.04 Trustee to Sign Amendments, Etc.	41
Article 7. CONVERSION	41
Section 7.01 Conversion Privilege	41
Section 7.02 Conversion Procedure; Settlement Upon Conversion	43
Section 7.03 Increased Conversion Rate Applicable to Certain Notes Surrendered for Conversion in Connection with Make-Whole Fundamental Changes
	47
Section 7.04 Adjustment of Conversion Rate	49
Section 7.05 Adjustments of Prices	56
Section 7.06 Shares To Be Fully Reserved	56
Section 7.07 Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale	56
Section 7.08 Certain Covenants	58
Section 7.09 No Responsibility of Trustee or Conversion Agent	59
Section 7.10 Notice to Holders Prior to Certain Actions	59
Section 7.11 Stockholder Rights Plans	59

Section 7.12 Restrictions On Adjustments.	60
Article 8. REPURCHASE AT THE OPTION OF THE HOLDERS	60
Section 8.01 Purchase at Option of Holders upon a Fundamental Change	60
Section 8.02 Effect of Fundamental Change Repurchase Notice	64
Section 8.03 Notes Repurchased in Whole or in Part	65
Section 8.04 Covenant to Comply With Securities Laws Upon Repurchase of Notes	65
Section 8.05 Deposit of Fundamental Change Repurchase Price	65
Article 9. REDEMPTION AT THE OPTION OF THE COMPANY	65
Section 9.01 No Sinking Fund	65
Section 9.02 Right to Redeem the Notes	65
Section 9.03 Redemption Notice	66
Section 9.04 Effect of Redemption Notice	67
Section 9.05 Deposit of Redemption Price	67
Section 9.06 Effect of Deposit	67
Section 9.07 Covenant Not to Redeem Notes Upon Certain Events of Default	67
Section 9.08 Repayment to the Company	68
Article 10. SUCCESSOR PERSON	68
Section 10.01 When Company May Merge, Etc.	68
Section 10.02 Successor Person Substituted	68
Section 10.03 Officers' Certificate and Opinion of Counsel to Be Given to Trustee	68
Article 11. THE TRUSTEE	68
Section 11.01 Duties and Responsibilities of Trustee	69
Section 11.02 Rights of the Trustee	70
Section 11.03 Trustee's Disclaimer	71
Section 11.04 Trustee or Agents May Own Notes	71
Section 11.05 Monies to be Held in Trust	71
Section 11.06 Compensation and Expenses of Trustee	72
Section 11.07 Officers' Certificate as Evidence	72
Section 11.08 Conflicting Interests of Trustee	72
Section 11.09 Eligibility of Trustee	73
Section 11.10 Resignation or Removal of Trustee	73
Section 11.11 Acceptance by Successor Trustee	74
Section 11.12 Succession by Merger, Etc.	74
Section 11.13 Trustee's Application for Instructions from the Company	75
Article 12. MISCELLANEOUS	75
Section 12.01 Effect on Successors and Assigns	75
Section 12.02 Governing Law	75
Section 12.03 No Note Interest Created	75

Section 12.04 Benefits of Indenture	75
Section 12.05 Calculations	75
Section 12.06 Execution in Counterparts	76
Section 12.07 Notices	76
Section 12.08 No Recourse Against Others	77
Section 12.09 Tax Withholding	77
Section 12.10 Waiver of Jury Trial	77
Section 12.11 U.S.A. Patriot Act	77
Section 12.12 Force Majeure	77
Section 12.13 Submission to Jurisdiction	78
Section 12.14 Legal Holiday	78

	Stock Price
Effective Date	$12.20	$13.50	$14.95	$18.00	$20.92	$25.00	$30.00	$35.00	$45.00	$60.00
December 19, 2016	15.0551	15.0551	15.0551	11.1769	8.4130	5.8840	4.0647	2.8680	1.5080	0.5097
December 15, 2017	15.0551	15.0551	14.8338	10.2602	7.5622	5.1640	3.5113	2.4480	1.2791	0.4330
December 15, 2018	15.0551	15.0551	13.6298	9.0269	6.4341	4.2360	2.8147	1.9337	1.0124	0.3497
December 15, 2019	15.0551	15.0551	11.8439	7.2602	4.8758	3.0200	1.9513	1.3280	0.7191	0.2730
December 15, 2020	15.0551	12.7621	8.9542	4.5713	2.6817	1.4840	0.9680	0.6823	0.4258	0.2047
December 15, 2021	15.0551	7.1620	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000

	OS1
CR1 = CR0 x	---------
	OS0

CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as applicable;
CR1	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or the open of business on such Effective Date, as applicable;
OS0	=	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date, as applicable; and
OS1	=	the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.

	(OS0 + X)
CR1 = CR0 x	------------
	(OS0 + Y)

CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance;
CR1	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
OS0	=	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date;
X	=	the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and

Y

=

the number of shares of Common Stock equal to the quotient of (i) the aggregate price payable to exercise such rights, options or warrants, over (ii) the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.

	▇▇▇
▇▇▇ = CR0 x	---------------
	(SP0 – FMV)

CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;
CR1	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
SP0	=	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and

FMV	=	the fair market value (as determined by the Board of Directors) of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed with respect to each outstanding share of Common Stock on the Ex-Dividend Date for such distribution.

	(FMV0 + MP0)
CR1 = CR0 x	-------------------
	MP0

CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such Spin-Off;
CR1	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
FMV0	=	the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock (determined for purposes of the definition of Last Reported Sale Price as if such Capital Stock or similar equity interest were the Common Stock) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the "Valuation Period"); and
MP0	=	the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.

	(SP0 - T)
CR1 = CR0 x	-----------
	(SP0 - C)

CR0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;
CR1	=	the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;

SP0	=	the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution;
T	=	the Dividend Threshold; provided, however, that if the dividend or distribution is not a regular quarterly cash dividend, then the Dividend Threshold will be deemed to be zero (0); and
C	=	the amount in cash per share the Company distributes to holders of Common Stock.

	AC + (SP1 x OS1)
CR1 = CR0 x	----------------------
	(OS0 x SP1)

CR0	=	the Conversion Rate in effect immediately prior to the Expiration Time;
CR1	=	the Conversion Rate in effect immediately after the Expiration Time;
AC	=	the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares purchased in such tender or exchange offer;
OS0	=	the number of shares of Common Stock outstanding immediately prior to the time (the "Expiration Time") on the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer);
OS1	=	the number of shares of Common Stock outstanding immediately after the Expiration Time (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and

SP1

=

the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period (the "Averaging Period") commencing on the Trading Day next succeeding the date such tender or exchange offer expires.

			Aegean Marine Petroleum Network Inc.
			By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
			Name:	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
			Title:	President

			U.S. Bank National Association, as Trustee
			By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇
			Name:	▇▇▇▇ ▇▇▇▇▇▇
			Title:	Vice President

No. [    ]

[Initially]1 $[     ]

			AEGEAN MARINE PETROLEUM NETWORK INC.
			By:
				Name:
				Title:

			By: U.S. BANK NATIONAL ASSOCIATION
			By:
				Authorized Signatory
			By:
				Authorized Signatory

Dated:
				Signature(s)

Signature Guarantee

			Principal amount to be converted (if less than all): $   NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.
			Social Security or Other Taxpayer Identification Number

Dated:

				Signature(s)
				Social Security or Other Taxpayer Identification Number Principal amount to be repurchased (if less than all): $   NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

[Date:		Signed:		]

Dated:

Date

Amount of Increase in Principal Amount of Global Note

Amount of Decrease in Principal Amount of Global Note

Principal Amount of Global Note After Increase or Decrease

Notation by Registrar, Note Custodian or authorized signatory of Trustee

			Aegean Marine Petroleum Network Inc.
			By:
				Name:
				Title:
			By:
				Name:
				Title: