Aegean Marine Petroleum Network 6K Current report | ANWWQ 17 Dec 18

Exhibit 99.1

Marc Kieselstein, P.C.	James H.M. Sprayregen, P.C
Cristine Pirro	Adam C. Paul, P.C. (admitted pro hac vice)
KIRKLAND & ELLIS LLP	W. Benjamin Winger (admitted pro hac vice)
KIRKLAND & ELLIS INTERNATIONAL LLP	KIRKLAND & ELLIS LLP
601 Lexington Avenue	KIRKLAND & ELLIS INTERNATIONAL LLP
New York, New York 10022	300 North LaSalle Street
Telephone: (212) 446-4800	Chicago, Illinois 60654
Facsimile: (212) 446-4900	Telephone: (312) 862-2000
	Facsimile: (312) 862-2200

Proposed Counsel to the Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

	)
In re:	)	Chapter 11
	)
AEGEAN MARINE PETROLEUM NETWORK INC., et al.,¹	)	Case No. 18-13374 (MEW)
	)
	)
Debtors.	)	(Jointly Administered)
	)

NOTICE OF DEBTORS’ MOTION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE DEBTORS TO ENTER INTO AND PERFORM UNDER RESTRUCTURING SUPPORT AGREEMENT AND (II) GRANTING RELATED RELIEF

PLEASE TAKE NOTICE that on December 14, 2018, the above-captioned debtors and debtors in possession (collectively, the “Debtors”) filed the Debtors’ Motion for Entry of an Order (I) Authorizing the Debtors to Enter into and Perform Under Restructuring Support Agreement and (II) Granting Related Relief (the “ Motion”). A hearing on the Motion will be held before the Honorable Michael E. Wiles of the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), in Room 617, One Bowling Green, New York, New York 10004, on January 14, 2019, at 11:00 a.m. (prevailing Eastern Time).

Due to the large number of Debtors in these chapter 11 cases, a complete list of the Debtors and the last four digits of their tax identification, registration, or like numbers is not provided herein. A complete list of such information may be obtained on the website of the Debtors’ proposed claims and noticing agent at http://dm.epiq11.com/aegean. The location of Debtor Aegean Bunkering (USA) LLC’s principal place of business and the Debtors’ service address in these chapter 11 cases is 52 Vanderbilt Avenue, Suite 1405, New York, New York 10017.

PLEASE TAKE FURTHER NOTICE that any responses or objections to the Motion (each, an “Objection”) shall be in writing, shall conform to the Federal Rules of Bankruptcy Procedure, the Local Bankruptcy Rules for the Southern District of New York, and shall be filed with the Bankruptcy Court (a) by registered users of the Bankruptcy Court’s case filing system, electronically in accordance with General Order M–399 (which can be found at http://www.nysb.uscourts.gov) and (b) by all other parties in interest, on a CD-ROM, in text-searchable portable document format (PDF) (with a hard copy delivered directly to Chambers), in accordance with the customary practices of the Bankruptcy Court and General Order M–399, to the extent applicable, and served—so as to be actually received no later than January 4, 2019, at 4:00 p.m. (prevailing Eastern Time) (the “Objection Deadline”)—on (a) the Debtors, (b) the Master Service List (available on the website of the Debtors’ claims and noticing agent), (c) any party that has requested notice pursuant to Bankruptcy Rule 2002, and (d) any other entities with a particularized interest in the subject matter of the Motion.

PLEASE TAKE FURTHER NOTICE that if no Objections or other responses are timely filed and served with respect to the Motion, the Debtors shall, on or after the Objection Deadline, submit to the Bankruptcy Court an order substantially in the form annexed as Exhibit A to the Motion, which order the Bankruptcy Court may enter without further notice or opportunity to be heard.

PLEASE TAKE FURTHER NOTICE that the Hearing may be continued or adjourned thereafter from time to time without further notice other than an announcement of the adjourned date or dates in open court at the Hearing.

PLEASE TAKE FURTHER NOTICE that copies of the Motion and Case Management Order may be obtained free of charge by visiting the website of Epiq Corporate Restructuring, LLC (“Epiq”) at http://dm.epiq11.com/aegean. You may also obtain copies of any pleadings by visiting the Bankruptcy Court’s website at http://www.nysb.uscourts.gov in accordance with the procedures and fees set forth therein.

New York, New York	/s/ Marc Kieselstein, P.C.
Dated: December 15, 2018	Marc Kieselstein, P.C.
	Cristine Pirro
	KIRKLAND & ELLIS LLP
	KIRKLAND & ELLIS INTERNATIONAL LLP
	601 Lexington Avenue
	New York, New York 10022
	Telephone: (212) 446-4800
	Facsimile: (212) 446-4900

	-and -

	James H.M. Sprayregen, P.C.
	Adam C. Paul, P.C. (admitted pro hac vice)
	W. Benjamin Winger (admitted pro hac vice)
	KIRKLAND & ELLIS LLP
	KIRKLAND & ELLIS INTERNATIONAL LLP
	300 North LaSalle Street
	Chicago, Illinois 60654
	Telephone: (312) 862-2000
	Facsimile: (312) 862-2200

	Counsel to the Debtors and Debtors in Possession

Marc Kieselstein, P.C.	James H.M. Sprayregen, P.C.
Cristine Pirro Schwarzman	Adam C. Paul, P.C. (admitted pro hac vice)
KIRKLAND & ELLIS LLP	W. Benjamin Winger (admitted pro hac vice)
KIRKLAND & ELLIS INTERNATIONAL LLP	KIRKLAND & ELLIS LLP
601 Lexington Avenue	KIRKLAND & ELLIS INTERNATIONAL LLP
New York, New York 10022	300 North LaSalle Street
Telephone: (212) 446-4800	Chicago, Illinois 60654
Facsimile: (212) 446-4900	Telephone: (312) 862-2000
	Facsimile: (312) 862-2200

Counsel to the Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

	)
In re:	)	Chapter 11
	)
AEGEAN MARINE PETROLEUM NETWORK INC., et al.,¹	)	Case No. 18-13374 (MEW)
	)
	)
Debtors.	)	(Jointly Administered)
	)

DEBTORS’ MOTION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE DEBTORS TO ENTER INTO AND PERFORM UNDER RESTRUCTURING SUPPORT AGREEMENT AND (II) GRANTING RELATED RELIEF

The above-captioned debtors and debtors in possession (collectively, the “Debtors”) file this motion (this “Motion”) for entry of an order, substantially in the form attached hereto as Exhibit A (the “Order”), (a) authorizing the Debtors to enter into and perform under that certain Restructuring Support Agreement, dated as of December 15, 2018, attached hereto as Exhibit 1 to Exhibit A (the “RSA”)², by and among the Debtors, Mercuria, the Consenting Unsecured Noteholders, AmEx, and the Committee, and (b) granting related relief. In support of this Motion, the Debtors respectfully state as follows.

Due to the large number of Debtors in these chapter 11 cases, a complete list of the Debtors and the last four digits of their tax identification, registration, or like numbers is not provided herein. A complete list of such information may be obtained on the website of the Debtors’ claims and noticing agent at http://dm.epiq11.com/aegean. The location of Debtor Aegean Bunkering (USA) LLC’s principal place of business and the Debtors’ service address in these chapter 11 cases is 52 Vanderbilt Avenue, Suite 1405, New York, New York 10017.

²	Capitalized terms used but not defined herein shall have the meanings ascribed to them in the RSA.

Preliminary Statement

1. The Debtors commenced these chapter 11 cases to stabilize business operations, address near-term debt maturities, and facilitate a value-maximizing restructuring transaction. Over the four months leading to the Petition Date, Mercuria provided the Debtors with liquidity and funding that have enabled the Debtors to bridge to an orderly and organized chapter 11 filing while minimizing disruption to their underlying businesses. Mercuria further agreed to continue funding the Debtors through these chapter 11 cases with commitments of $535 million of DIP financing³ and provided a stalking horse baseline bid that provides $681 million in value to the Debtors’ estates (through credit bid, assumed liabilities, and cash). That bid was the byproduct of hard fought, arm’s length, good faith negotiations between the Debtors and Mercuria that began in the summer of 2018 and culminated with the parties’ entry into the Stalking Horse APA.

2. The Committee objected to the Debtors’ motion for approval of the DIP financing and motion for approval of bidding procedures for the proposed sale of the Debtors’ assets to Mercuria. Thereafter, the Debtors, Mercuria, the Committee, and certain holders of the Debtors’ unsecured convertible notes engaged in hard fought, arm’s length, good faith negotiations regarding a global resolution to facilitate a consensual restructuring transaction that provides for the Debtors’ expeditious and orderly exit from chapter 11. On December 7, 2018, these negotiations culminated with an agreement in principle brokered “on the courthouse steps” just before the contested DIP and sale process hearings (the “Initial Mercuria Proposal”).

³	On November 9, 2018, this Court entered an order approving the DIP financing on an interim basis [Docket No. 51].

3. During the course of negotiating definitive documentation to implement the Initial Mercuria Proposal, Oaktree Capital Management, L.P. and Hartree Partners, L.P. (“Oaktree / Hartree”) submitted an alternative proposal premised on the recapitalization of Aegean Marine Petroleum Network Inc. (“AMPNI”), unimpaired treatment for all creditors at the Debtor Subsidiaries, and increased unsecured creditor recoveries at AMPNI (the “Oaktree / Hartree Proposal”). The Debtors ultimately determined that the Oaktree / Hartree Proposal was a higher or otherwise better proposal than the Initial Mercuria Proposal. The Committee likewise shifted its support to the Oaktree / Hartree Proposal. On December 13, 2018, the Debtors, the Committee, Oaktree / Hartree, more than 50% of AMPNI’s unsecured noteholders (the “Consenting Unsecured Noteholders”), and American Express Travel Related Services Company, Inc. (“AmEx”) entered into that certain restructuring support agreement [Docket No. 206] (the “Oaktree / Hartree RSA”) to implement the Oaktree / Hartree Proposal, including in relation to DIP financing. Later that day at a hearing to consider such financing, Mercuria and Oaktree / Hartree each acknowledged the competitive process and argued why their respective proposal was value maximizing. But at the conclusion of such hearing, Oaktree / Hartree indicated that they no longer supported the restructuring transactions contemplated under the Oaktree / Hartree RSA and were “withdrawing from the contest” to sponsor a chapter 11 plan and fund the Debtors’ cases.

4. Meanwhile, Mercuria submitted an improved proposal that delivers even greater value than the Initial Mercuria Proposal and the Oaktree / Hartree Proposal. The Debtors and the Committee further engaged Mercuria in connection therewith. These negotiations culminated in the overnight negotiation and documentation of the RSA, which the Debtors believe to the best available option for providing their estates with the necessary liquidity to fund these chapter 11 cases, maximizing creditor recoveries, and positioning the Debtors for long-term success (the “Final Mercuria Proposal”). The following table summarizes the evolution of the proposals:⁴

	Stalking Horse APA	Oaktree / Hartree Proposal	Final Mercuria Proposal
Structure	Section 363 Sale	Plan of Reorganization	Plan of Reorganization
Cash Recovery	$15 million	$30 million	$40 million
Litigation Claim Proceeds	100% to Mercuria	75% to AMPNI general unsecured creditors 25% to Oaktree / Hartree	100% to AMPNI general unsecured creditors

Subsidiary GUC Treatment	Assume “Acquired Company” and “Acquired Asset” liabilities only Remainder share in $15 million cash consideration	Unimpaired treatment	Unimpaired treatment

Break-Up Fee / Prepayment Premium	$19 million	$19 million	None

Key Milestones	File Plan / Disclosure Statement 12/20 Confirmation 3/5 Emerge 4/5	File Plan / Disclosure Statement 1/16 Confirmation 4/15 Emerge 5/15	File Plan / Disclosure Statement 1/15 Confirmation 4/15 Emerge 5/14

5. Significantly, the Final Mercuria Proposal further increases unsecured creditor recoveries at AMPNI, renders all other secured and unsecured creditors unimpaired, and does not include a break-up free or prepayment premium. The RSA and Final Mercuria Proposal remain subject to a customary fiduciary out for the Debtors and the Committee. The RSA contains milestones that the Debtors submit are reasonable and achievable.

⁴	The following summary is provided for illustrative purposes only and is qualified in its entirety by reference to the documentation of the Stalking Horse APA, the Oaktree / Hartree Proposal, and the Final Mercuria Proposal, as applicable.

6. The principal terms of the RSA can be summarized as follows.

●

The Debtors will implement the restructuring transactions pursuant to a chapter 11 plan process.

●

Upon the effective date of the Plan, Mercuria will receive 100% of the common equity of Reorganized AMPNI in consideration for the cancellation of its claims under the DIP Financing Facilities and, if any, Secured Credit Facilities.

●

Mercuria will fund $40 million in cash on account of general unsecured creditor recoveries at AMPNI.

●

Holders of unsecured creditors at AMPNI that have executed the RSA prior to confirmation of the Plan will have the opportunity to participate pro rata in the initial $15 million funding of the Litigation Trust (the “Litigation Trust Loan”). Mercuria will backstop the Litigation Trust Loan to the extent not fully funded by holders of unsecured creditors at AMPNI.

●

General unsecured creditors at AMPNI will receive 100% of the initial proceeds from the Litigation Claims (after repayment of the Litigation Trust Loan plus $3 million), which will be transferred to and prosecuted by the Litigation Trust, until they receive Payment in Full on account of their allowed claims.

●

Holders of pre-petition AMPNI common equity will receive 100% of the residiual interests in the Litigation Claims once general unsecured creditors at AMPNI have received payment in full.

●

The RSA contemplates Unimpaired recoveries for (i) the lenders holding Secured Term Loan Claims and (ii) general unsecured creditors at the Debtors’ subsidiaries.

●

The Debtors will emerge from chapter 11 in the first half of 2019.

7. Based on the settlements contained in the RSA and modifications to the terms of the DIP financing and proposed final order in connection therewith, the Committee’s objections to the DIP financing have been resolved. In addition, as part of the agreement embodied in the RSA and the now consensual DIP financing, the Debtors have agreed to withdraw their bidding procedures motion [Docket No. 59] (the “Bid Procedures Motion”), and the parties have agreed to terminate the Stalking Horse APA. In short, the RSA enables the parties to avoid months of highly contentious, potentially value destructive litigation in favor of global peace. The RSA contemplates mutual releases and exculpations with appropriate carve outs for the Litigation Claims to be transferred to the Litigation Trust. The Debtors believe that the RSA and related DIP financing provide the best available path forward for these chapter 11 cases and to maximize the value of their estates. For these reasons, the Debtors respectfully submit that entry into, and performance under, the RSA reflects a sound exercise of business judgment and should be approved.

Jurisdiction and Venue

8. The United States Bankruptcy Court for the Southern District of New York (the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the Southern District of New York, dated January 31, 2012. The Debtors confirm their consent, pursuant to rule 7008 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the entry of a final order by the Court in connection with this Motion to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution.

9. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

10. The statutory bases for the relief requested herein are sections 105 and 363 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), Rules 9006(c) and 9007 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 9077-1 of the Local Bankruptcy Rules.

Relief Requested

11. By this Motion, the Debtors seek entry of an order (a) authorizing the Debtors to enter into and perform under the RSA and (b) granting related relief.

Background

I. The Proposed Sale Process; Negotiations Leading to RSA.

12. As noted above, the Debtors filed the Bid Procedures Motion to market test the Stalking Horse APA and otherwise maximize the value of the Debtors’ estates. The Bid Procedures Motion and sale process contemplated thereby were met with an objection by the Committee, who expressed certain concerns regarding the proposed bidding procedures and the sale to Mercuria more generally.

13. Thereafter, the Debtors, Mercuria, and the Committee engaged in extensive, arm’s-length negotiations over, among other things, the terms of the Debtors’ proposed DIP Financing, the proposed bidding procedures, and certain other contested matters. Ultimately, these negotiations resulted in settlement discussions intended to globally resolve any outstanding issues in these chapter 11 cases, thereby saving the Debtors’ estates from costly and protracted litigation and the administrative costs associated therewith. The parties in negotiations had disparate views on a number of major issues, and, as those issues went unresolved over the course of days of negotiations over definitive documentation, Oaktree / Hartree appeared with a superior proposal. The ensuing competitive bidding between Mercuria and Oaktree / Hartree and Oaktree / Hartree’s ultimate withdrawal from such process culminated in the Debtors’ decision, in their sound business judgment, to select the Final Mercuria Proposal and prosecute the restructuring transactions contemplated under the RSA. As a result, and in light of the competitive process as between Mercuria and Oaktree / Hartree, the negotiations yielded a global settlement that the Debtors believe maximizes value.

II. RSA Overview.

14. The Debtors’ entry into the RSA is the first step in the Debtors’ prosecution of a confirmable plan that provides for, among other things, (a) converting the DIP and Prepetition Secured Facilities into new common equity of Reorganized AMPNI, (b) $40 million of new cash consideration from Mercuria to fund distributions to holders of general unsecured claims at AMPNI, and (c) the creation of the Litigation Trust for the potential shared recovery of additional cash consideration that can be used to fund distributions to general unsecured creditors at AMPNI until they receive Payment in Full (and thereafter to holders of AMPNI’s equity, including Mercuria). The resolutions memorialized in the RSA fairly resolve several issues facing these chapter 11 cases in a manner that both reflects the merits of the parties’ legal and economic positions without jeopardizing the Debtors’ ultimate viability with the prospect of lengthy, costly, and ultimately uncertain litigation on complex issues of law and fact. The RSA anchors these chapter 11 cases with the support of several of the Debtors’ most significant stakeholders on reasonable terms and to provide their stakeholders with both fair recoveries and a clear path to emergence in these chapter 11 cases.

15. In addition to the terms described herein, the RSA can be further summarized as follows.⁵

RSA Term	Summary
Mutual Commitments (RSA § 5(a))	Each of the Parties shall, among other things:
		● support the Restructuring and the transactions contemplated by the Plan, and act in good faith and take all commercially reasonable actions necessary or appropriate to consummate the Restructuring and the transactions contemplated by the Plan;

⁵	The following summary is provided for illustrative purposes only and is qualified in its entirety by reference to the RSA. In the event of any inconsistency between this summary and the RSA, the RSA shall control in all respects.

RSA Term		Summary
		● negotiate in good faith and use commercially reasonable efforts to execute and deliver the documents necessary to effectuate and consummate the Restructuring as contemplated by the RSA; ● in good faith take all actions reasonably necessary and appropriate to support and achieve confirmation of the Plan.
Litigation Standstill (RSA § 28)		● The Debtors, Mercuria, the Committee, its members, and the Consenting Unsecured Noteholders shall suspend and cease to pursue any and all ongoing litigation activities with respect to one another.

Transfer Restrictions (RSA § 6(a))		● Any intended transferee of claims against the Debtors held by Parties to the RSA must execute and deliver to the Debtors, Mercuria, and the Committee an executed form of Joinder Agreement to the RSA for such transfer to be effective.

Debtors’ Commitments (RSA § 5(c))		● Provide draft copies of all substantive motions, documents or other pleadings to be filed in these chapter 11 cases to counsel to Mercuria and the Committee as reasonably practicable. ● Consult in good faith with counsel to Mercuria and the Committee regarding the form and substance of any such proposed filing. ● Support and consummate the Restructuring in accordance with the RSA, including the milestones (summarized below).

Termination (RSA § 8)		The RSA provides for customary termination rights, including: ● upon mutual written consent of the Parties; ● by any Party upon the occurrence and continuation of any of the following: ● termination of the agreement by the Debtors, the Committee, Mercuria, or the Consenting Unsecured Noteholders; ● material breach by another Party of any material provision of the RSA subject to a five business day cure period; ● issuance by any governmental authority of any injunction, judgment, decree, charge, ruling, or order that has a material adverse effect on consummating the Restructuring (subject to a five business day cure period); or ● failure to meet milestones provided in the RSA (summarized below).

RSA Term		Summary
		● by Mercuria upon the occurrence and continuation of any of the following: ● entry of an order authorizing use of cash collateral or incurrence of post-petition financing that is not acceptable to Mercuria; or ● the public announcement of intent to support any alternative plan by the Debtors, the Committee, AmEx, or any Consenting Unsecured Noteholder. ● by the Committee if it determines, after consultation with legal counsel, that proceeding with the Restructuring would be inconsistent with an exercise of its fiduciary duties.
Stipulations (RSA § 27)		● Upon the Debtors’ termination of the RSA pursuant to Section 8(a)(iii) or the Committee’s termination pursuant to Section 8(e)(iii) (their respective “fiduciary outs”), the Parties agree that the stipulations in favor of Mercuria set forth in Paragraph G of the Final DIP Order shall be irrevocably binding on, and enforceable against, all persons and parties in interest, including the Committee, the Consenting Unsecured Noteholders, AmEx and any examiner or trustee appointed in these cases or conversion of these cases under chapter 7 of the Bankruptcy Code. ● For the avoidance of doubt, upon the Debtors’ termination of this Agreement pursuant to Section 8(a)(iii) or the Committee’s termination of this Agreement pursuant to Section 8(e)(iii), any and all rights of the Committee and any party in interest, including the Consenting Unsecured Noteholders and AmEx, under Section 4.1 of the Final DIP Order shall be extinguished.
Fiduciary Duties (RSA §§ 8(a)(iii), 9)		● The Debtors and the Committee may terminate the agreement if the Debtors determine, after consultation with legal counsel, that proceeding with the Restructuring would be inconsistent with an exercise of their fiduciary duties. ● Nothing in the RSA requires the Debtors or any of their directors or officers or the Committee or any of its members to take or refrain from taking any action such person or entity reasonably determines is required to comply with its fiduciary duties under applicable law.
Representations and Warranties (RSA § 7)		The RSA provides for customary representations and warranties.

RSA Term

Summary

Conditions to Effectiveness
(RSA § 1)

The RSA will become effective:

● immediately on each Party, other than the Debtors, upon execution and delivery of a signature page to the RSA; and

● on the Debtors upon entry by the Court of the RSA Approval Order.

Milestones

(RSA § 4)

The RSA Milestones include, among other deadlines:

● entry of an order approving the RSA by no later than January 15, 2019;

● entry of a final order authorizing the DIP Financing (the “Final DIP Order”) by no later than January 15, 2019;

● filing of the Plan and Disclosure Statement on or before 30 days after the RSA Effective Date;

● entry of an order approving the Disclosure Statement and solicitation materials within 45 days of filing of the Disclosure Statement;

● occurrence of a hearing on the Plan within 45 days of entry of an order approving the Disclosure Statement; and

● occurrence of the Effective Date within 120 days after the Debtors file the Disclosure Statement and Plan.

Basis for Relief

I. Entry into and Performance under the Restructuring Support Agreement Is a Sound Exercise of Business Judgment.

16. The Debtors submit that the Court should approve entry into and performance under the RSA as a valid exercise of their business judgment. Section 363(b)(1) of the Bankruptcy Code provides that a debtor may, subject to court approval after notice and hearing, use, sell or lease property of the estate outside the ordinary course of business. A court may authorize such non-ordinary course use, sale or lease of estate property if there is a sound business justification.⁶

⁶

In re Iridium Operating LLC, 478 F.3d 452, 466 (2d Cir.2007); see also In re: Genco Shipping & Trading Ltd., 509 B.R. 455, 468 (Bankr. S.D.N.Y. 2014) (“At this point, the Court need only evaluate whether the RSA is a valid exercise of Debtors’ business judgment: does it make economic sense?”); In re Residential Capital, LLC, 2013 WL 3286198, at *18 (Bankr. S.D.N.Y. June 27, 2013) (“Based on the evidence in the record, the Court is satisfied and finds that the negotiations were conducted in good faith, with the Debtors represented by the CRO . . . Under these circumstances, the Court concludes that the business judgment standard is appropriately applied.”).

17. Here, the Debtors have ample business justification for entering into and performing under the RSA. The RSA is an important step towards confirmation of a value-maximizing reorganization and an exit from these bankruptcy cases by locking in the support of Mercuria, the Committee, AmEx, and the Consenting Unsecured Noteholders. The RSA also enables the Debtors to continue forward with a confirmable plan, which provides for fair distributions to stakeholders and embodies a global settlement, without the need for potential value-destructive litigation over a number of complex issues relating to the DIP financing and sale process. The RSA further provides a reasonable timeframe within which to achieve consummation of the Plan, and the fiduciary out provision of the RSA gives the Debtors’ and the Committee flexibility to pursue any superior restructuring transaction that may emerge. Finally, the RSA preserves the Debtors’ ability to continue operating in the ordinary course on a consensual basis.

18. The RSA itself results from extensive, good-faith negotiations conducted at arm’s length by sophisticated parties who were also represented by experienced counsel and financial advisors. The process as between Mercuria and Oaktree / Hartree was highly competitive. The Debtors firmly believe that the resolutions reached maximize value and represent a reasonable compromise of each party’s divergent views on major case issues. Although the Debtors intend to seek the Court’s approval of the settlements embodied in the RSA as part of the confirmation process, approval of the RSA will permit the Debtors to proceed with solicitation of their Plan (subject to the Court’s approval of the Disclosure Statement) having obtained the support of major creditor constituencies on favorable terms and without the need to undertake expensive, time consuming, and ultimately uncertain litigation. The Debtors believe that it is imperative to their overall confirmation efforts to resolve such issues at the present time and secure the combined support of the Committee, Mercuria, the Consenting Unsecured Noteholders, and AmEx. Consequently, the Debtors respectfully submit that entry into the RSA is an appropriate exercise of business judgment and should be approved under section 363(b)(1) of the Bankruptcy Code.

II.

The Restructuring Support Agreement Complies with Section 1125 of the Bankruptcy Code.

19. Section 1125(b) of the Bankruptcy Code provides that “[a]n acceptance or rejection of a plan may not be solicited after the commencement of the case under this title . . . unless, at the time of or before such solicitation, there is transmitted . . . a written disclosure statement approved, after notice and a hearing, by the court as containing adequate information.” Courts have thus approved restructuring support agreements where, as here, parties are not obligated to vote until they are solicited with a court-approved disclosure statement and include termination events that allow parties to withdraw their obligation to vote in favor of a particular plan.⁷

20. The RSA includes similar provisions that ensure that it complies with the solicitation requirements of the Bankruptcy Code. Specifically, holders will not be solicited and will not have the obligation to vote in favor of the Amended Plan unless and until a Court approved disclosure statement is transmitted to the parties, in compliance with section 1125 of the Bankruptcy Code. In addition, the RSA includes numerous and broad termination events, and each party to the RSA will be released from its obligation to vote in favor of the Plan upon termination of the RSA. Accordingly, the Debtors submit that the RSA does not violate section 1125(b) of the Bankruptcy Code.

⁷	See, e.g., Residential Capital, 2013 WL 3286198, at 20; see also In re Heritage Organization, L.L.C.*, 376 B.R. 783, 789–95 (Bankr. N.D. Tex. 2007) (finding that an agreement to vote for a plan set forth in a term sheet did not constitute a solicitation for an official vote).

Waiver of Bankruptcy Rule 6004(a) and 6004(h)

21. To implement the foregoing successfully, the Debtors seek a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the 14-day stay of an order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h).

Reservation of Rights

22. Nothing contained herein is intended or should be construed as (a) an admission as to the validity or priority of any claim or lien against the Debtors, (b) a waiver of the Debtors’ rights to subsequently dispute such claim or lien on any grounds, (c) a promise or requirement to pay any prepetition claim, (d) an implication or admission that any particular claim is of a type specified or defined in this Motion or the Order, (e) a request or authorization to assume any prepetition agreement, contract, or lease pursuant to section 365 of the Bankruptcy Code, or (f) a waiver of the Debtors’ or any other party in interest’s rights under the Bankruptcy Code or any other applicable law.

Motion Practice

23. This Motion includes citations to the applicable rules and statutory authorities upon which the relief requested herein is predicated and a discussion of their application to this Motion. Accordingly, the Debtors submit that this Motion satisfies Local Rule 9013-1(a).

Notice

24. Notice of the hearing on the relief requested in the Motion has been provided by the Debtors in accordance and compliance with Bankruptcy Rules 4001 and 9014, as well as the Local Rules, and is sufficient under the circumstances. Without limiting the forgoing, due notice was afforded, whether by facsimile, electronic mail, overnight courier or hand delivery, to parties-in-interest, including (a) the Office of the United States Trustee for the Southern District of New York; (b) entities listed as holding the 30 largest unsecured claims against the Debtors (on a consolidated basis); (c) counsel to the Committee; (d) the agents for each of the Debtors’ secured credit facilities; (e) the indenture trustee for each of the Debtors’ unsecured notes; (f) counsel to Mercuria; (g) counsel to the agent under the Debtors’ debtor-in-possession financing facility; (h) counsel to the parties (if known) referenced in clauses (d) and (e); (i) the Office of the United States Attorney for the Southern District of New York; (j) the state attorneys general for states in which the Debtors conduct business; (k) the Internal Revenue Service; (l) the Securities and Exchange Commission; (m) the Environmental Protection Agency and similar state environmental agencies for states in which the Debtors conduct business; and (n) any party that has requested notice pursuant to Bankruptcy Rule 2002. The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given.

No Prior Request

25. No prior request for the relief sought in this Motion has been made to this or any other court.

WHEREFORE, the Debtors respectfully request entry the Order, substantially in the form attached hereto as Exhibit A, (a) authorizing the Debtors to enter into and perform under the RSA and (b) granting the relief requested in this Motion and granting such other and further relief as is appropriate under the circumstances.

New York, New York	/s/ Marc Kieselstein, P.C.
Dated: December 15, 2018	Marc Kieselstein, P.C.
	Cristine Pirro Schwarzman
	KIRKLAND & ELLIS LLP
	KIRKLAND & ELLIS INTERNATIONAL LLP
	601 Lexington Avenue
	New York, New York 10022
	Telephone: (212) 446-4800
	Facsimile: (212) 446-4900
	- and -
	James H.M. Sprayregen, P.C.
	Adam C. Paul, P.C. (admitted pro hac vice)
	W. Benjamin Winger (admitted pro hac vice)
	KIRKLAND & ELLIS LLP
	KIRKLAND & ELLIS INTERNATIONAL LLP
	300 North LaSalle Street
	Chicago, Illinois 60654
	Telephone: (312) 862-2000
	Facsimile: (312) 862-2200

	Counsel to the Debtors and Debtors in Possession

EXHIBIT A

Proposed Order

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

	)
In re:	)	Chapter 11
	)
AEGEAN MARINE PETROLEUM NETWORK	)	Case No. 18-13374 (MEW)
INC., et al.,¹	)
	)
Debtors.	)	(Jointly Administered)
	)

ORDER (I) AUTHORIZING THE DEBTORS
TO ENTER INTO AND PERFORM UNDER RESTRUCTURING
SUPPORT AGREEMENT AND (II) GRANTING RELATED RELIEF

Upon the motion (the “Motion”)² of Aegean Marine Petroleum Network Inc. (“Aegean”) and certain of its affiliates, as debtors and debtors in possession (collectively, the “Debtors”) for the entry of an order (this “Order”) authorizing the Debtors to enter into and perform under that certain Restructuring Support Agreement attached hereto as Exhibit 1 (the “RSA”) and granting related relief; and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334; and consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this court pursuant to 28 U.S.C. §§ 1408 and 1409; and upon a finding that negotiation of, and entry into, the RSA does not constitute a solicitation for purposes of sections 1125 and 1126 of the Bankruptcy Code; and it appearing that the relief requested in the Motion will benefit the Debtors’ estates, their creditors and all other parties in interest; and due and proper notice of the Motion having been provided, and it appearing that no other or further notice need be provided; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:

¹ Due to the large number of Debtors in these chapter 11 cases, for which joint administration has been granted, a complete list of the Debtors and the last four digits of their tax identification, registration, or like numbers is not provided herein. A complete list of such information may be obtained on the website of the Debtors’ claims and noticing agent at http://dm.epiq11.com/aegean. The location of Debtor Aegean Bunkering (USA) LLC’s principal place of business and the Debtors’ service address in these chapter 11 cases is 52 Vanderbilt Avenue, Suite 1405, New York, New York 10017.

² Capitalized terms used but not defined herein shall have the meanings set forth in the Motion.

1. The Motion is granted as set forth herein.

2. All the terms and conditions of the RSA are incorporated as if fully set forth herein.

3. The Debtors are authorized to enter into the RSA and perform thereunder. The RSA is approved in its entirety. The RSA shall be binding and enforceable against each of the parties thereto in accordance with its terms.

4. For the avoidance of doubt, that certain Restructuring Support Agreement, dated as of December 11, 2018, by and among, the Debtors, Oaktree Opportunities Fund Xb Holdings (Cayman), L.P. and Hartree-OCM AMPN Holdings (Delaware), LLC, the Committee, AmEx, and the Consenting Unsecured Noteholders is terminated and is of no further force and effect.

5. The Debtors and the Committee are authorized, but not directed, to enter into amendments to the RSA from time to time as necessary, subject to the terms and conditions set forth in the RSA and without further order of the Court.

6. The entry into the RSA shall not constitute a solicitation of votes in violation of section 1125(b) of the Bankruptcy Code.

7. To the extent the automatic stay provisions of section 362 of the Bankruptcy Code would otherwise apply, such provisions are vacated and modified to effectuate all terms and provisions of the RSA and this Order, including, without limitation, to permit any notices contemplated by and in accordance with the RSA, or to exercise any rights set forth in the RSA with respect to termination, in each case, without further order of the Court. All of the Debtors’ and Mercuria’s obligations under the Stalking Horse APA are hereby terminated.

8. For avoidance of doubt, notwithstanding anything to the contrary in any other order of the Court the stipulations in favor of Mercuria set forth in Paragraph G of the Final DIP Order shall, immediately upon such time as the RSA is terminated pursuant to either section 8(a)(iii) or 8(e)(iii), and without the necessity of any further Court order, become irrevocably binding on, and enforceable against, all persons and parties in interest, including the Committee, the Consenting Unsecured Noteholders, AmEx, and any examiner or trustee appointed in these cases or upon conversion of these cases under chapter 7 of the Bankruptcy Code. Further, and without further order of the Court, for avoidance of doubt, upon termination of the RSA pursuant to section 8(a)(iii) or 8(e)(iii), any and all rights of the Committee and any party in interest, including the Consenting Unsecured Noteholders and AmEx, under section 4.1 of the Final DIP order shall be extinguished.

9. Notice of the Motion as provided therein shall be deemed good and sufficient notice of such Motion and the requirements of Bankruptcy Rule 6004(a) and the Local Bankruptcy Rules are satisfied by such notice.

10. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order are immediately effective and enforceable upon its entry.

11. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Order in accordance with the Motion.

12. This Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order.

New York, New York

Dated: ______________, 2018


	THE HONORABLE MICHAEL E. WILES
	UNITED STATES BANKRUPTCY JUDGE

EXHIBIT 1 to Exhibit A

RSA

THIS AGREEMENT IS NOT, AND SHALL NOT BE DEEMED, A SOLICITATION FOR CONSENTS TO ANY PLAN PURSUANT TO SECTIONS 1125 AND 1126 OF THE BANKRUPTCY CODE OR A SOLICITATION TO TENDER OR EXCHANGE ANY OF THE UNSECURED NOTES. EACH CONSENTING UNSECURED NOTEHOLDERS’ AND AMEX’S VOTE ON THE PLAN SHALL NOT BE SOLICITED UNTIL THE CONSENTING UNSECURED NOTEHOLDERS AND AMEX HAVE RECEIVED THE DISCLOSURE STATEMENT AND RELATED BALLOT(S), AS APPROVED BY THE BANKRUPTCY COURT

RESTRUCTURING SUPPORT AGREEMENT

This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of December 15, 2018, is entered into by and among:

(i)

Aegean Marine Petroleum Network Inc. (“Aegean”) and its debtor subsidiaries (the “Debtors”);

(ii)

Mercuria Energy Group Limited (“MEG”), Mercuria US Asset Holdings LLC (“MUSAH”), Mercuria Energy Trading S.A. (“METSA”), and Mercuria Asset Holdings (Hong Kong) Limited (“MAHHK”) (together with MEG, MUSAH, METSA and any affiliates of any one or more of the foregoing that hold Claims¹ against or Interests² in Aegean and certain of its subsidiaries, collectively “Mercuria”);

(iii)

The Official Committee of Unsecured Creditors of Aegean (the “Committee”);

(iv)

American Express Travel Related Services Company, Inc. (“AmEx”);

(v)

each of the undersigned beneficial holders, or investment advisors or managers for the account of beneficial holders (the “Initial Consenting Unsecured Noteholders”), of:

(a) 4.00% Unsecured Convertible Notes due 2018 (the “4.00% Notes”) issued by Aegean under that certain Senior Indenture, dated as of October 23, 2013 (as amended, restated, modified, or supplemented from time to time), by and among Aegean and Deutsche Bank Trust Company Americas, as trustee (the “4.00% Notes Trustee”); and/or

(b) 4.25% Unsecured Convertible Notes due 2021 (the “4.25% Notes,” and together with the 4.00% Notes, the “Unsecured Notes”) issued by Aegean under that certain Indenture, dated as of December 19, 2016 (as amended, restated, modified, or supplemented from time to time), by and among Aegean and U.S. Bank National Association, as trustee (the “4.25% Notes Trustee,” and together with the 4.00% Notes Trustee, the “Trustees”); and

(vi)

any assignee, transferee or beneficial holder, or investment advisor or manager for the account of any beneficial holder of Unsecured Notes that subsequently executes and delivers to the Parties (as defined below) a joinder agreement in accordance with Section 6 hereof (each, a “Joinder Agreement”), a form of which is attached hereto as Exhibit B, (the “Subsequent Consenting Unsecured Noteholders,” and together with the Initial Consenting Unsecured Noteholders, the “Consenting Unsecured Noteholders”).

¹	“Claim” shall mean any claim (as such term is defined in section 101(5) of the Bankruptcy Code) against one or more Debtor.

²	“Interest” shall mean any equity security (as such term is defined in section 101(16) of the Bankruptcy Code) of Aegean or any of its subsidiaries.

The Debtors, Mercuria, the Committee, AmEx, and the Consenting Unsecured Noteholders are referred to herein as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, as a result of good faith, arm’s length negotiations among the Parties, the Parties have reached an agreement regarding the terms of a proposed restructuring (the “Restructuring”) of the Debtors’ indebtedness and other obligations pursuant to the terms and conditions of this Agreement and the terms and conditions set forth on the term sheet attached hereto as Exhibit A (as such term sheet may be modified in accordance with Section 10 hereof, the “Restructuring Term Sheet”);

WHEREAS, the Restructuring will be implemented through a chapter 11 plan of reorganization, memorializing the terms set forth in the Restructuring Term Sheet (the “RSA Plan”), filed in the Debtors’ pending chapter 11 proceedings, jointly administered before the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) under case number 18-13374 (MEW) (collectively, the “Chapter 11 Cases”); and

WHEREAS, the Parties desire to express to each other their mutual support and commitment in respect of the matters discussed in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

Section 1. Agreement Effective Date.

This Agreement shall be immediately effective and binding on each Party, other than the Debtors, upon the execution and delivery by such Party to the other Parties, pursuant to Section 19 hereof, of a signature page to this Agreement; provided, however, that this Agreement shall become effective and binding with respect to the Debtors upon the date of entry by the Bankruptcy Court of the RSA Approval Order (as defined below), if applicable; provided further, however, that the Agreement shall only be effective and binding as to AmEx upon release of their signature page, which, for the avoidance of doubt, may be after the RSA Effective Date. The “RSA Effective Date” shall be December 15, 2018. Mercuria shall have the right to terminate this Agreement if the Debtors have not executed this Agreement on or before December 15, 2018.

Section 2. Exhibits Incorporated by Reference.

Each of the exhibits attached hereto, including the Restructuring Term Sheet, is expressly incorporated herein and made a part of this Agreement, and all references to this Agreement shall include the exhibits hereto. In the event of any inconsistency between this Agreement and the exhibits attached hereto, this Agreement shall govern.

Section 3. Definitive Documentation

(a) The definitive documents and agreements (the “Definitive Documentation”) governing the Restructuring shall include: (i) the RSA Plan (and all exhibits and schedules thereto); (ii) the order confirming the RSA Plan (the “Confirmation Order”); (iii) the disclosure statement (and all exhibits thereto) with respect to the RSA Plan (the “Disclosure Statement”); (iv) the order approving the Disclosure Statement and all solicitation materials in respect of the RSA Plan; (v) the supplement to the RSA Plan (the “Plan Supplement”) including, without limitation, any documents or agreements for the governance of the Debtors following the conclusion of the Chapter 11 Cases, including any constituent documents, certificates of incorporation, bylaws, or other shareholder or unitholder arrangements; (vi) the order (the “Final DIP Order”) approving the Debtors’ DIP Financing³ on a final basis and related credit agreements; (vii) any exit financing agreements, collateral, or other related documents; (viii) the trust agreement and other documents related to the Litigation Trust; (ix) the motion for entry of an order (the “RSA Approval Order”) approving the Debtors’ entry into and performance under this Agreement (such motion, the “RSA Approval Motion”) and the RSA Approval Order; and (x) such other agreements and documentation (including any related orders, motions, applications, agreements, instruments, schedules or exhibits) reasonably desired or necessary to consummate and document the transactions contemplated by this Agreement, the Restructuring Term Sheet, and the RSA Plan.

(b) The Definitive Documentation (other than this Agreement and the Restructuring Term Sheet) remains subject to negotiation and completion and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement and shall otherwise be in form and substance reasonably acceptable (i) to the Debtors, Mercuria, and the Committee, and (ii) with respect to documents that affect them, (x) the Consenting Unsecured Noteholders holding at least 50.1% of the outstanding aggregate principal amount of Unsecured Notes held by all Consenting ]Unsecured Noteholders (the “Requisite Consenting Unsecured Noteholders”); and/or (y) AmEx; provided, however, that the Milestone set forth in Section 4(e) shall not be waived or extended without the consent of each Consenting Noteholder for a period beyond 30 days thereafter.

Section 4. Milestones

The following milestones (the “Milestones”) shall apply to this Agreement unless extended or waived in writing by each of the Debtors, Mercuria, the Committee, AmEx, and the Requisite Consenting Unsecured Noteholders:

(a) the Motion to approve the RSA shall be filed on or before December 15, 2018;

(b) the Order approving the RSA shall be entered on or before January 15, 2019,

(d) the Debtors shall file the Disclosure Statement and RSA Plan on or before 30 days after the RSA Effective Date;

(e) an order approving the Disclosure Statement and solicitation materials in respect of the RSA Plan shall be entered on or before 45 days after the filing of the Disclosure Statement;

(f) the Bankruptcy Court shall have conducted a hearing (the “Confirmation Hearing”) on the RSA Plan on or before 45 days after the Bankruptcy Court enters an order approving the Disclosure Statement; and

“DIP Financing” means the postpetition financing provided to the Debtors by METSA and MUSAH pursuant to and in accordance with that certain (i) senior secured super-priority asset-based and term loan credit facility, by and among Aegean Bunkering (USA) LLC, as U.S. Borrower, the Guarantors, ABN AMRO Capital USA LLC, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Bank, and MUSAH, as U.S. Lender, and (ii) senior secured super-priority asset-based credit facility, by and among the Global Borrowers, the Guarantors, ABN AMRO Bank, N.V., as Facility Agent, Collateral Management Agent, Security Agent, Issuing Bank and Overdraft Bank, and METSA, as Lender.

(g) the effective date of the RSA Plan shall occur on or before 120 days after the Debtors file the Disclosure Statement and RSA Plan.

Section 5. Commitments of the Parties to Support a Restructuring.

(a) Affirmative Covenants. Subject to the terms and conditions hereof, for the duration of this Agreement, each Party agrees to:

(i) negotiate in good faith the Definitive Documentation and any other documents or exhibits that are necessary to implement the Restructuring in a form and substance consistent in all material respects with this Agreement (including the Restructuring Term Sheet, which, for the avoidance of doubt shall be binding on all Parties upon the effectiveness of this Agreement);

(ii) take or consent to those actions contemplated by this Agreement or otherwise required to be taken to effectuate the Restructuring, including entering into all documents and agreements necessary to consummate the Restructuring, in each case, to which such Party is to be a party;

(iii) support, and not oppose or interfere with, the entry of the Final DIP Order;

(iv) support and cooperate with the Debtors and Mercuria to take, all actions reasonably necessary or appropriate to consummate the Restructuring in accordance with the terms and conditions of this Agreement, including by voting all claims against the Debtors, including all claims with respect to the Unsecured Notes now or hereafter beneficially owned by a Consenting Unsecured Noteholder (the “Unsecured Note Claims”) and all unsecured claims held by AmEx (the “AmEx Claims” and, collectively with the Unsecured Note Claims, the “Unsecured Claims”), to accept the RSA Plan;

(v) with respect to the Consenting Unsecured Noteholders, provide unredacted copies of their signature pages to counsel to Mercuria, who shall hold such signature pages in confidence;

(vi) comply in all respects with the Litigation Standstill set forth in Section 28 hereto;

(vii) in good faith take (and cause its controlled affiliates and their respective representatives, agents, and employees to take, and, as necessary, to join in a direction to the Trustees to take) all actions reasonably necessary and appropriate to support and achieve consummation of the RSA Plan; and

(viii) in good faith take all steps necessary to implement the final forms of the DIP Credit Agreements (as defined in the Restructuring Term Sheet) within five (5) business days of the RSA Effective Date, which final forms shall include amendments to provide economic and non-economic terms consistent with (a) those contemplated by the debtor-in-possession financing facility that was to be provided by Oaktree Capital Management, L.P. and Hartree Partners, L.P. (the “Oaktree / Hartree DIP Financing”),⁴ including, without limitation, modifications of the Budget Variance, revisions to extend the Commitment Termination Date and Termination Date (each as defined in the applicable DIP Credit Agreements) with an option to further extend, and (b) the statements and rulings of the Bankruptcy Court at the hearing held in the Chapter 11 Cases on December 13, 2018, including with respect to any Milestones or DIP Termination Events (as defined in the Final DIP Order) tied to a chapter 11 plan or section 363 sale process, and operational restrictions and related matters.

⁴	The credit agreements with respect to the Oaktree / Hartree DIP Financing were attached as Exhibits A and B to Exhibit A to the Notice of Revised DIP Order filed at Docket No. 205 in the Chapter 11 Cases.

(b) Negative Covenants. Subject to the terms and conditions hereof, for the duration of this Agreement, each Party shall not:

(i) object to, delay, impede, or take any action to interfere, directly or indirectly, with the entry of the Final DIP Order, or propose, file or support, directly or indirectly, any use of cash collateral or debtor-in-possession financing other than as proposed in the Final DIP Order;

(ii) withdraw, amend, or revoke (or cause to be withdrawn, amended, or revoked) any tender, consent, or vote with respect to the RSA Plan;

(iii) seek, solicit, support, or vote its Unsecured Claims for, or consent to, any plan of reorganization or liquidation, proposal, offer, transaction, dissolution, winding up, liquidation, reorganization, merger, consolidation, business combination, joint venture, partnership, sale of material assets or equity interests, or restructuring (other than the Restructuring) involving the Debtors (an “Alternative Proposal”);

(iv) take any action materially inconsistent with the transactions expressly contemplated by this Agreement, or that would materially delay or obstruct the consummation of the Restructuring, including, without limitation, commencing, or joining with any person in commencing, any litigation against any of the Parties relating to the Restructuring or the Chapter 11 Cases; or

(v) with respect to the Consenting Unsecured Noteholders, direct the Trustees to take any action inconsistent with the Consenting Unsecured Holders’ obligations under this Agreement, and if any Trustee takes any action inconsistent with the Consenting Unsecured Holders’ obligations under this Agreement, the Consenting Unsecured Noteholders shall use commercially reasonable efforts to instruct or direct any such Trustee in writing to cease and refrain from taking any such action.

Nothing in this Agreement shall prohibit any Party from (x) appearing as a party-in-interest in any matter arising in the Chapter 11 Cases so long as such appearance and the positions advocated in connection therewith are not inconsistent with this Agreement or the Restructuring, and do not hinder, delay, or prevent consummation of the Restructuring, and (y) enforcing any right, remedy, condition, consent, or approval requirement under this Agreement or any Definitive Documentation entered into in connection with the Restructuring; provided, that, in each case, any such action is not materially inconsistent with such Party’s obligations hereunder.

(c) Additional Debtor Covenants. Subject to the terms and conditions hereof, for the duration of this Agreement, the Debtors shall:

(i) prior to or contemporaneously with the entry of the Final DIP Order, the Debtors shall withdraw the Debtors’ Motion for Entry of an Order (I) Establishing Bidding Procedures and Section 365 Procedures, (II) Approving the Sale of Substantially All of the Debtors’ Assets, (III) Authorizing the Entry Into and Performance Under the Stalking Horse Asset Purchase Agreement, and (IV) Granting Related Relief [Docket No. 59], which motion the Debtors filed with the Bankruptcy Court on November 9, 2018;

(ii) (A) unless required by its fiduciary duties (or advised by external counsel), not pursue or commence any insolvency proceeding (whether voluntary or involuntary) or similar legal process for any of the Aegean entities in any jurisdiction, including any non-Debtor subsidiaries, and (B) use reasonable efforts to oppose any party or person (including, as applicable, any non-Consenting Unsecured Noteholder) from taking any such actions contemplated by the foregoing, provided, for the avoidance of doubt, the Debtors’ pursuit or commencement of any such insolvency proceeding in furtherance of Litigation Claims (as defined in the Restructuring Term Sheet) shall not violate the terms of this provision provided that the consent of the Committee and Mercuria shall be obtained before the Debtors pursue or commence such insolvency proceedings in furtherance of the Litigation Claims, which consent shall not be unreasonably withheld; provided that commencement of any such insolvency proceeding shall not have a material adverse effect on the Restructuring; and

(iii) use commercially reasonable efforts to, in good faith, take all steps, as applicable, reasonably necessary or desirable to provide draft copies of all substantive motions, documents or other pleadings (including the Definitive Documents) to be filed in the Chapter 11 Cases to counsel to Mercuria and the Committee as soon as reasonably practicable, but in no event less than two (2) business days prior to the date when the Debtors intend to file such documents or publicly disclose any such pleading or other document), and, without limiting any approval rights set forth in this Agreement, consult in good faith with counsel to Mercuria and the Committee regarding the form and substance of any such proposed filing; notwithstanding the foregoing, in the event that not less than two (2) business days’ notice is not reasonably practicable under the circumstances, the Debtors shall provide draft copies of any such motions, documents or other pleadings to counsel to Mercuria and the Committee as soon as otherwise reasonably practicable before the date when the Debtors intend to file any such motions, documents or other pleadings and, without limiting any approval rights set forth herein, consult in good faith with counsel to Mercuria and the Committee regarding the form and substance of any of the foregoing documents in advance of the filing or public disclosure thereof.

Section 6. Transfers of Claims.

(a) Restrictions on Transfers.

(i) Each Consenting Unsecured Noteholder agrees that it shall not sell, transfer, loan, issue, pledge, hypothecate, assign, or otherwise dispose of, directly or indirectly, in whole or in part (each, a “Note Transfer”), any of its Unsecured Notes or any option thereon or any right therein or any other claims against the Debtors (including granting any proxies, depositing any of its Unsecured Notes or any other claims against the Debtors into a voting trust, or entering into a voting agreement with respect to any such Unsecured Notes or such other claims against the Debtors), unless the transferee thereof either (i) is a Consenting Unsecured Noteholder that is not in breach of this Agreement, or (ii) prior to, or contemporaneous with, such Note Transfer, agrees in writing for the benefit of the Parties to become a Party and to be bound by all of the terms of this Agreement applicable to Consenting Unsecured Noteholders (including with respect to any and all claims it already may hold against the Debtors prior to such Note Transfer) by executing a Joinder Agreement in the form attached hereto as Exhibit B and delivering an executed copy thereof within five (5) days of such execution, to Mercuria, the Debtors, and the Committee at the addresses listed in Section 19 hereof, in which event (A) the transferee shall be deemed to be a Consenting Unsecured Noteholder hereunder to the extent of such transferred rights and obligations and any and all other claims it already may hold against the Debtors and (B) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations (such transferee a “Permitted Note Transferee”). Any transfer made while this Agreement remains in effect in violation of this provision shall be void ab initio.

(ii) AmEx agrees that it shall not sell, transfer, loan, issue, pledge, hypothecate, assign, or otherwise dispose of, directly or indirectly, in whole or in part (each an “Amex Claim Transfer”), any portion of the AmEx Claims or any option thereon or any right therein or any other claims against the Debtors (including granting any proxies, depositing any of the AmEx Claims or any other claims against the Debtors into a voting trust, or entering into a voting agreement with respect to the AmEx Claims or such other claims against the Debtors), unless the transferee thereof either (i) is a Consenting Unsecured Noteholder that is not in breach of this Agreement, or (ii) prior to, or contemporaneous with, such AmEx Claim Transfer, agrees in writing for the benefit of the Parties to become a Party and to be bound by all of the terms of this Agreement applicable to AmEx (including with respect to any and all claims it already may hold against the Debtors prior to such AmEx Claim Transfer) by executing a Joinder Agreement in the form attached hereto as Exhibit C and delivering an executed copy thereof within five (5) days of such execution, to the Mercuria, the Debtors, and the Committee at the addresses listed in Section 19 hereof, in which event (A) the transferee shall be deemed to be a Party hereunder to the extent of such transferred rights and obligations and any and all other claims it already may hold against the Debtors and (B) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations. Any transfer made while this Agreement remains in effect in violation of this provision shall be void ab initio.

(iii) Mercuria agrees that it shall not sell, transfer, loan, issue, pledge, hypothecate, assign, or otherwise dispose of, directly or indirectly, in whole or in part (each, a “Mercuria Claim/Interest Transfer” and together with a Note Transfer and an AmEx Claim Transfer, a “Transfer”), any portion of any claims or Interests Mercuria may have against the Debtors (the “Mercuria Claims/Interests”) or any option thereon or any right therein or any other claims against or Interests in the Debtors (including granting any proxies, depositing any of its Mercuria Claims/Interests or any other claims against or Interests in the Debtors into a voting trust, or entering into a voting agreement with respect to any such Mercuria Claims/Interests or such other claims against or Interests in the Debtors), unless the transferee thereof either (i) is a Consenting Unsecured Noteholder that is not in breach of this Agreement, or (ii) prior to, or contemporaneous with, such Mercuria Claim/Interest Transfer, agrees in writing for the benefit of the Parties to become a Party and to be bound by all of the terms of this Agreement applicable to Mercuria (including with respect to any and all claims and Interests it already may hold against the Debtors prior to such Mercuria Claim/Interest Transfer) by executing a Joinder Agreement in the form attached hereto as Exhibit C and delivering an executed copy thereof within five (5) days of such execution, to Mercuria, the Debtors, and the Committee at the addresses listed in Section 19 hereof, in which event (A) the transferee shall be deemed to be a Party hereunder to the extent of such transferred rights and obligations and any and all other claims or Interests it already may hold against the Debtors and (B) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations. Any transfer made while this Agreement remains in effect in violation of this provision shall be void ab initio.

(b) Notwithstanding anything to the contrary herein, a Qualified Marketmaker that acquires any Unsecured Notes from a Consenting Unsecured Noteholder with the sole purpose and intent of acting as a Qualified Marketmaker for such Unsecured Notes, shall not be required to execute and deliver a Joinder Agreement or otherwise agree to be bound by the terms and conditions set forth in this Agreement if such Qualified Marketmaker Transfers such Unsecured Notes (by purchase, sale, assignment, participation, or otherwise) as soon as reasonably practicable, and in no event later than fifteen (15) days of its acquisition, to a Permitted Note Transferee. As used herein, the term “Qualified Marketmaker” means an entity that (a) holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers Unsecured Notes (or enter with customers into long and short positions in Unsecured Notes), in its capacity as a dealer or market maker in Unsecured Notes and (b) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).

(c) Additional Unsecured Notes. This Agreement shall in no way be construed to preclude any Party from acquiring additional Unsecured Claims or any other claims against or interests in the Debtors. To the extent any Party acquires additional Unsecured Notes or other claims against or interests in the Debtors, then, in each case, each such Party shall promptly notify (in no event later than five (5) days thereafter) Mercuria, the Debtors, and the Committee in accordance with Section 19 hereof, and each such Party agrees that such Unsecured Claims or other claims or interests shall be subject to this Agreement.

Section 7. Representations and Warranties.

(a) Mutual Representations and Warranties. Each Party (except for the Committee with respect to Section 7(a)(i)), severally and not jointly, represents and warrants to the other Parties that the following statements are true, correct, and complete as of the date hereof (or as of the date a Consenting Unsecured Noteholder becomes a Party hereto):

(i) Power and Authority. Such Party is validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite corporate, partnership, limited liability company, or similar authority to enter into this Agreement and carry out the transactions contemplated hereby and perform its obligations contemplated hereunder; and the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder have been duly authorized by all necessary corporate, limited liability company, partnership, or other similar action on its part;

(ii) No Conflict. The execution, delivery, and performance by such Party of this Agreement does not and will not (A) violate any provision of law, rule, or regulation applicable to it or any of its subsidiaries or its charter or bylaws (or other similar governing documents) or those of any of its subsidiaries, or (B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it or any of its subsidiaries is a party;

(iii) No Consent or Approval. The execution, delivery, and performance by such Party of this Agreement does not and will not require any registration or filing with, consent or approval of, or notice to, or other action, with or by, any federal, state, or governmental authority or regulatory body, except such filings as may be necessary and/or required by the United States Securities and Exchange Commission; and

(iv) Enforceability. This Agreement is the legally valid and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability or a ruling of the Bankruptcy Court.

(b) Additional Representations of Consenting Unsecured Noteholders. Each Consenting Unsecured Noteholder, severally and not jointly, represents and warrants to the other Parties that the following statements are true, correct, and complete as of the date hereof (or as of the date a Consenting Unsecured Noteholder becomes a party hereto):

(i) Consenting Unsecured Noteholder Ownership. Such Consenting Unsecured Noteholder (A) is the beneficial owner of not less than the aggregate principal amount of Unsecured Notes set forth below its name on its signature page hereto (or below its name on the signature page of a Joinder Agreement for any Consenting Unsecured Noteholder that becomes a party hereto after the date hereof), and/or (B) has, with respect to the beneficial owners of such Unsecured Notes, (1) sole investment or voting discretion with respect to such Unsecured Notes, (2) full power and authority to vote on and consent to matters concerning such Unsecured Notes or to exchange, assign, and transfer such Unsecured Notes, and (3) full power and authority to bind or act on the behalf of such beneficial owners; and

(ii) Accredited Eligible Participants. Although none of the Parties intends that this Agreement should constitute, and they each believe it does not constitute, an offering of securities, such Consenting Unsecured Noteholder is either (A) a qualified institutional buyer, located in the United States, as defined in Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”) or (B) a non-U.S. person in offshore transaction complying with Rule 903 or Rule 904 of Regulation S under the Securities Act and who also is an “institutional account” within the meaning of FINRA Rule 4512(c).

(c) Additional Representations of AmEx. AmEx represents and warrants to the other Parties that the following statements are true, correct, and complete as of the date hereof:

(i) AmEx Claim Ownership. AmEx (A) is the beneficial owner of the AmEx Claim in the amount set forth below its name on its signature page hereto and/or (B) has (1) sole voting discretion with respect to such AmEx Claims, and (2) full power and authority to vote on and consent to matters concerning the AmEx Claim or to exchange, assign, and transfer such AmEx Claim.

Section 8. Termination of Agreement.

(a) Debtor Termination Events. The Debtors may terminate this Agreement upon delivery to Mercuria, the Committee, AmEx and the Consenting Unsecured Noteholders of a written notice in accordance with Section 19 hereof at any time upon, after the occurrence of, and during the continuation of, any of the following events (each, a “Debtor Termination Event”):

(i) the termination of this Agreement by (a) Mercuria, (b) the Committee, or (c) the Consenting Unsecured Noteholders;

(ii) the breach by Mercuria or the Committee of any of their respective representations, warranties, or covenants or other provision contained in this Agreement, in any material respect, which breach remains uncured for a period of five (5) Business Days after the receipt by Mercuria, the Committee, AmEx and the Consenting Unsecured Noteholders of written notice of such breach from the Debtors; provided, however, that the Debtors may not seek to terminate this Agreement based upon a breach of this Agreement arising primarily out of the Debtors’ own actions in material breach of this Agreement;

(iii) the Debtors determine, as set forth in Section 9 hereof, after consultation with legal counsel, that proceeding with the Restructuring would be inconsistent with an exercise of their fiduciary duties;

(iv) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring, which action remains uncured for a period of five (5) Business Days after the receipt by the Parties of written notice of such event;

(v) a trustee under section 1104 of the Bankruptcy Code or an examiner (with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code) shall have been appointed in the Chapter 11 Cases;

(vi) the Chapter 11 Cases are converted to cases under chapter 7 of the Bankruptcy Code or the Chapter 11 Cases are dismissed by order of the Bankruptcy Court, which order has not otherwise been stayed; or

(vii) except to the extent the Debtors have waived such Milestone in accordance herewith, the failure to meet any of the Milestones.

(b) Mercuria Termination Events. Mercuria may terminate this Agreement (each, a “Mercuria Termination Right”), in each case, upon delivery of written notice to the Debtors, the Committee, AmEx and Consenting Unsecured Noteholders in accordance with Section 19 hereof at any time upon, after the occurrence of, and during the continuation of, any of the following events (each, a “Mercuria Termination Event”):

(i) the breach by the Debtors, the Committee, AmEx or any Consenting Unsecured Noteholder of any obligation, representation, warranties, covenants, or other provision contained in this Agreement in any material respect, which breach remains uncured for a period of five (5) Business Days after the receipt by the Debtors, the Committee, AmEx and the Consenting Unsecured Noteholders of written notice of such breach from the Mercuria; provided, however, that Mercuria may not seek to terminate this Agreement based upon a breach of this Agreement arising primarily out of Mercuria’s own actions in material breach of this Agreement; and provided, further, that so long as non-breaching Consenting Unsecured Noteholders party hereto continue to hold at least 50.1% of the outstanding Notes Claims, such termination shall be effective only with respect to such breaching Consenting Unsecured Noteholders;

(ii) the termination of this Agreement by (a) the Debtors, (b) the Committee, or (c) the Consenting Unsecured Noteholders;

(iii) the Debtors file or prosecute any chapter 11 plan of reorganization that is not an RSA Plan;

(vii) the Debtors, the Committee, AmEx or any Consenting Unsecured Noteholder publicly announces its intention to support to any Alternative Proposal;

(viii) the Bankruptcy Court enters any order authorizing the use of cash collateral or incurrence of post-petition financing that is not acceptable to Mercuria;

(ix) the Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (as set forth in section 362 of the Bankruptcy Code) with regard to any assets of the Debtors having an aggregate fair market value in excess of $2,000,000 without the written consent of Mercuria; or

(x) except to the extent Mercuria has waived such Milestone in accordance herewith, the failure to meet any of the Milestones.

(c) Consenting Unsecured Noteholder Termination Events. This Agreement may be terminated by the Consenting Unsecured Noteholders upon delivery to the Debtors, Mercuria, AmEx, and the Committee of a written notice in accordance with Section 19 hereof by Requisite Consenting Unsecured Noteholders, at any time upon, after the occurrence of, and during the continuation of, any of the following events (each, a “Consenting Unsecured Noteholder Termination Event”):

(i) the termination of this Agreement by (a) the Debtors, (b) the Committee, or (c) Mercuria;

(ii) the breach by the Debtors or Mercuria of any obligation, representation, warranties, covenants, or other provision contained in this Agreement in any material respect, which breach remains uncured for a period of five (5) Business Days after the receipt by Mercuria of written notice of such breach from the Committee or a Consenting Unsecured Noteholder; provided, however, that the Consenting Unsecured Noteholders may not seek to terminate this Agreement based upon a breach of this Agreement arising primarily out of the Consenting Unsecured Noteholders’ own actions in material breach of this Agreement;

(iii) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring, which action remains uncured for a period of five (5) Business Days after the receipt by the Parties of written notice of such event;

(iv) a trustee under section 1104 of the Bankruptcy Code or an examiner (with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code) shall have been appointed in the Chapter 11 Cases;

(v) the Chapter 11 Cases are converted to cases under chapter 7 of the Bankruptcy Code or the Chapter 11 Cases are dismissed by order of the Bankruptcy Court, which order has not otherwise been stayed; or

(vi) except to the extent the Required Consenting Unsecured Noteholders have waived such Milestone in accordance herewith, the failure to meet any of the Milestones.

(d) AmEx Termination Events. This Agreement may be terminated by AmEx, solely as to itself, upon delivery to the Debtors, Mercuria, Consenting Unsecured Noteholders and the Committee of a written notice in accordance with Section 19 hereof, at any time upon, after the occurrence of, and during the continuation of, any of the following events (each, an “AmEx Termination Event”):

(i) the termination of this Agreement by (a) the Debtors, (b) Mercuria, (c) the Committee; or (d) the Consenting Unsecured Noteholders;

(ii) the breach by the Debtors or Mercuria of any obligation, representation, warranties, covenants, or other provision contained in this Agreement in any material respect, which breach remains uncured for a period of five (5) Business Days after the receipt by the Debtors and Mercuria of written notice of such breach from the Committee, AmEx or a Consenting Unsecured Noteholder; provided, however, that AmEx may not seek to terminate this Agreement based upon a breach of this Agreement arising primarily out of AmEx’s own actions in material breach of this Agreement;

(vi) except to the extent AmEx has waived such Milestone in accordance herewith, the failure to meet any of the Milestones.

(e) Committee Termination Events. This Agreement may be terminated by the Committee upon delivery to the Debtors, Mercuria, AmEx and the Consenting Unsecured Noteholders of a written notice in accordance with Section 19 hereof at any time upon, after the occurrence of, and during the continuation of, any of the following events (each, a “Committee Termination Event”):

(i) the termination of this Agreement by the (a) Debtors or (b) Mercuria;

(ii) the breach by the Debtors or Mercuria of any of their respective representations, warranties, or covenants or other provision contained in this Agreement, in any material respect, which breach remains uncured for a period of five (5) Business Days after the receipt by the Debtors, Mercuria, AmEx and the Consenting Unsecured Noteholders of written notice of such breach from the Committee; provided, however, that the Committee may not seek to terminate this Agreement based upon a breach of this Agreement arising primarily out of the Committee’s own actions in material breach of this Agreement;

(iii) the Committee determines, as set forth in Section 9 hereof, after consultation with legal counsel, that proceeding with the Restructuring would be inconsistent with an exercise of its fiduciary duties;

(vii) except to the extent the Committee has waived such Milestone in accordance herewith, the failure to meet any of the Milestones.

(f) Mutual Termination; Automatic Termination. This Agreement may be terminated by written agreement among all of the Debtors, Mercuria, the Committee, AmEx and the Requisite Consenting Unsecured Noteholders. Notwithstanding anything in this Agreement to the contrary, this Agreement shall terminate automatically upon the later of (i) the Effective Date of an RSA Plan; (ii) the expiration of the appeal period with respect to the Confirmation Order; or (iii) the conclusion of any and all appeals concerning the Confirmation Order.

(g) Effect of Termination. Upon the termination of this Agreement in accordance with this Section 8, and except as provided in Section 13 hereof, (i) this Agreement shall forthwith become void and of no further force or effect and each Party shall, except as provided otherwise in this Agreement, be immediately released from its liabilities, obligations, commitments, undertakings, and agreements under or related to this Agreement and shall have all the rights and remedies that it would have had and shall be entitled to take all actions, whether with respect to a Restructuring or otherwise, that it would have been entitled to take had it not entered into this Agreement, and (ii) any and all consents or votes tendered by the Consenting Unsecured Noteholders and AmEx for a chapter 11 plan of reorganization shall be void ab initio; provided, however, that in no event shall any such termination relieve a Party from liability for its breach or nonperformance of its obligations under this Agreement prior to the date of such termination. No Party may terminate this Agreement, and no Consenting Unsecured Noteholder may be counted among the Requisite Consenting Unsecured Noteholders for purposes of terminating this Agreement, if such Party failed to perform or comply in all material respects with the terms and conditions of this Agreement, and such failure to perform or comply caused, or resulted in, the occurrence of one or more termination events specified herein.

Section 9. Fiduciary Duties

(a) Nothing in this Agreement shall require (i) Aegean or any of its directors, managers, and officers in their capacities as such or (ii) the Committee, or any of its members, each in its capacity as such, to take or refrain from taking any action with respect to the Restructuring to the extent such person or persons reasonably determines, based on the advice of counsel, that taking, or refraining from taking, such action, as applicable, would be inconsistent with applicable law or its fiduciary obligations under applicable law.

(b) Pursuit of an Alternative Proposal shall not be deemed in the exercise of the Debtors or the Committee’s applicable fiduciary duties unless such Alternative Proposal is, or is reasonably likely to lead to, a Superior Proposal. For purposes of this Agreement, “Superior Proposal” means a bona fide Alternative Proposal that the Debtors or the Committee determines in good faith would, if consummated, result in a superior transaction to the Debtors and their estates and creditors than the transactions contemplated by this Agreement after consultation with its financial advisors and legal counsel, and based on advice of such counsel, and, taking into account (x) the likelihood and timing of consummation and (y) all material legal, financial (including the financing terms of any such proposal), conditionality, and other aspects of such proposal, in each case as compared to the transactions contemplated by this Agreement. For the avoidance of doubt, nothing in this Agreement shall limit AmEx from exercising its fiduciary duties in its capacity as a Committee member. For the avoidance of doubt, nothing herein shall prevent the Debtors or Committee, upon receipt of Alternative Proposal that is not deemed by them to be a Superior Proposal, from negotiating with the counterparty to such Alternative Proposal to develop a Superior Proposal. For further avoidance of doubt, notwithstanding anything to the contrary herein, any such Superior Proposal must provide for, upon its financial closing, the payment in full of all claims and obligations under, arising, or in connection with, the DIP Financing.

(c) In the event the Debtors or the Committee, or any of its members, receives any Alternative Proposal or elects to pursue any Alternative Proposal in an exercise of its fiduciary duties, such Party shall promptly notify the Parties of the existence and material terms of such Alternative Proposal and whether or not the Debtors or the Committee, as applicable, believes such Alternative Proposal is a Superior Proposal. After the receipt of the material terms of such Alternative Proposal, if the Debtors or the Committee has indicated that it believes the Alternative Proposal is a Superior Proposal, Mercuria shall have three (3) Business Days⁵ to propose changes to the terms of this Agreement, including the Restructuring Term Sheet and any exhibits thereto. The Debtors and the Committee shall keep Mercuria and Consenting Unsecured Noteholders informed of any amendments, modifications or developments with respect to any Alternative Proposal, and, to the extent an Alternative Proposal is amended such that the Debtors or the Committee believes the Alternative Proposal is a Superior Proposal, Mercuria shall have three (3) Business Days from any such amendment to propose changes to the terms of this Agreement, including the Restructuring Term Sheet and any exhibits thereto.

(d) For the avoidance of doubt, Mercuria reserves all rights they have, including the right (if any) to challenge any exercise by the Debtors, the Committee, or any of its members of its respective fiduciary duties, including, but not limited to, the right to challenge whether an Alternative Proposal is a Superior Proposal.

Section 10. Amendments and Waivers. This Agreement, including any exhibits or schedules hereto, may not be waived, modified, amended, or supplemented except in a writing signed by the Debtors, Mercuria, the Committee, AmEx and the Requisite Consenting Unsecured Noteholders; provided, however, that to the extent this Agreement has not been executed by the Debtors, it may be waived, modified, amended, or supplemented by a writing signed by Mercuria, the Committee, AmEx and the Requisite Consenting Unsecured Noteholders; provided further, however, that such waiver, modification, amendment, or supplement shall not require the signature of any Party to the extent the waiver, modification, amendment, or supplement does not impact such Party, provided, that, for the avoidance of doubt, all waivers, modification, amendments, or supplements shall require a writing signed by the Debtors, Mercuria, and the Committee.

Section 11. Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by, the laws of the State of New York, without giving effect to the conflicts of law principles thereof.

(b) Each of the Parties irrevocably agrees that any legal action, suit, or proceeding arising out of or relating to this Agreement brought by any Party or its successors or assigns shall be brought and determined in any federal or state court in the Borough of Manhattan, the City of New York. Each of the Parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such proceeding arising out of or relating to this Agreement or the Restructuring. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim, or otherwise, in any proceeding arising out of or relating to this Agreement or the Restructuring, that (i) the proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(c) EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

⁵	“Business Day” means any day other than Saturday, Sunday, and any day that is a legal holiday or day on which banking institutions in New York, New York are authorized by the law or government to close.

Section 12. Specific Performance/Remedies. It is understood and agreed by the Parties that money damages would not be a sufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief (including attorneys’ fees and costs) as the sole and exclusive remedy of any such breach, without the necessity of posting a bond or proving the inadequacy of money damages as a remedy, including an order of a court of competent jurisdiction requiring any Party to comply promptly with any of its obligations hereunder.

Section 13. Survival. Notwithstanding the termination of this Agreement pursuant to Section 8 hereof, the agreements and obligations of the Parties in Sections 7, 11, 12, 13, 15, 16, 17, 20, 21, 23, 24, 26, 27, and 29 hereof (and any defined terms used in any such Sections) shall survive such termination and shall continue in full force and effect in accordance with the terms herein; provided, however, that any liability of a Party for failure to comply with the terms of this Agreement shall survive such termination. For the avoidance of doubt, notwithstanding anything to the contrary herein, Section 27 shall survive in the event of termination of this Agreement pursuant to Section 8(a)(iii) or 8(e)(iii).

Section 14. Headings. The headings of the sections, paragraphs, and subsections of this Agreement are inserted for convenience only and shall not affect the interpretation hereof or, for any purpose, be deemed a part of this Agreement.

Section 15. Successors and Assigns; Severability; Several Obligations. This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors, permitted assigns, heirs, executors, administrators, and representatives; provided, however, that nothing contained in this Section 15 shall be deemed to permit Transfers other than in accordance with the express terms of this Agreement. If any provision of this Agreement, or the application of any such provision to any person or entity or circumstance, shall be held invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision hereof and this Agreement shall continue in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon any such determination of invalidity, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. The agreements, representations, and obligations of the Parties are, in all respects, ratable and several and neither joint nor joint and several.

Section 16. No Third-Party Beneficiaries. Unless expressly stated herein, this Agreement shall be solely for the benefit of the Parties and no other person or entity shall be a third-party beneficiary hereof.

Section 17. Prior Negotiations; Entire Agreement. This Agreement, including the exhibits and schedules hereto, constitutes the entire agreement of the Parties, and supersedes all other prior negotiations, with respect to the subject matter hereof, except that the Parties acknowledge that any confidentiality agreements (if any) heretofore executed among the Parties shall continue in full force and effect pursuant to their terms.

Section 18. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same agreement. Execution copies of this Agreement may be delivered by facsimile or other electronic communication, which shall be deemed to be an original for the purposes of this paragraph.

Section 19. Notices. All notices hereunder shall be deemed given if in writing and delivered, if contemporaneously sent by electronic mail, facsimile, courier, or by registered or certified mail (return receipt requested) to the following addresses or electronic mail addresses:

(a) If to the Debtors, to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attn: Marc Kieselstein (email: marc.kieselstein@kirkland.com)

(b) If to Mercuria, to:

Mercuria Asset Holdings (Hong Kong) Limited

c/o Mercuria Energy Group Limited

50 rue du Rhône

6th Floor

1204 Geneva, Switzerland

Attention: François Sornay

Email:

fsornay@mercuria.com

with copies (which shall not constitute notice) to:

Milbank, Tweed, Hadley & McCloy LLP

28 Liberty Street

New York, NY 10005

Attention: Abhilash M. Raval, Scott Golenbock, and Lauren C. Doyle

Email:

ARaval@milbank.com

SGolenbock@milbank.com

LDoyle@milbank.com

Norton Rose Fulbright US LLP

2200 Ross Avenue Suite 3600

Dallas, TX 75201

Attention: Louis R. Strubeck Jr., Kristian Gluck and Greg Wilkes

Email:

Louis.strubeck@nortonrosefulbright.com

Kristian.gluck@nortonrosefulbright.com

Greg.wilkes@nortonrosefulbright.com

Mercuria Energy Trading, Inc.

20 E. Greenway Plaza

Suite 650

Houston, Texas 77046

Attn: Mark L. Greenberg

Email:

mgreenberg@mercuria.com

As set forth on such Consenting Noteholder’s signature page

(d) If to AmEx:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Attention: Jane VanLare (e-mail: jvanlare@cgsh.com)

(e) If to the Committee:

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

Bank of America Tower

New York, NY 10036

Attention: Ira S. Dizengoff (e-mail: idizengoff@akingump.com)

Philip C. Dublin (e-mail: pdublin@akingump.com)

Any notice given by delivery, mail, or courier shall be effective when received. Any notice given by facsimile or electronic mail shall be effective upon oral, machine, or electronic mail (as applicable) confirmation of transmission.

Section 20. Reservation of Rights; No Admission.

Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict the ability of each of the Parties to protect and preserve its rights, remedies, and interests, including without limitation, its claims against any of the other Parties (or their respective affiliates or subsidiaries) or its full participation in any Chapter 11 Case. This Agreement is part of a proposed settlement of matters that could otherwise be the subject of litigation among the Parties. Pursuant to Rule 408 of the Federal Rule of Evidence, any applicable state rules of evidence, and any other applicable law, foreign or domestic, this Agreement, and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms. This Agreement shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Party of any claim or fault or liability or damages whatsoever. Each of the Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert.

Section 21. No Solicitation; Representation by Counsel; Adequate Information.

(a) This Agreement is not and shall not be deemed to be a solicitation to tender or exchange any of the Unsecured Notes.

(b) Each Party acknowledges that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

Section 22. Confidential Information. Notwithstanding anything in this Agreement to the contrary, if the Debtors or the Mercuria determine that any information (whether written or oral) required to be delivered under this Agreement is material nonpublic information within the meaning of Regulation FD of the Exchange Act (“MNPI”), the Debtors and Mercuria shall not be obligated to deliver any such MNPI to any Party unless and until such Party has executed a confidentiality agreement or is otherwise subject to confidentiality obligations, subject to customary exceptions, obligating such Party to keep confidential and not disclose, subject to customary exceptions, any such MNPI for a reasonable period.

Section 23. Nondisclosure of Consenting Unsecured Noteholder Information. Notwithstanding anything in this Agreement to the contrary, unless required by applicable law or regulation, the Parties agree to keep confidential the amount of all claims in the Debtors held (beneficially or otherwise) by any Consenting Unsecured Noteholder absent the prior written consent of such Consenting Unsecured Noteholder; and if such announcement or disclosure is so required by law or regulation, the disclosing Party shall provide each affected Consenting Unsecured Noteholder with advance notice of the intent to disclose and shall afford each of the affected Consenting Unsecured Noteholders a reasonable opportunity to review and comment upon any such announcement or disclosure prior to the disclosing Party making such announcement or disclosure. If a Party determine that it is required to attach a copy of this Agreement to any document to be publicly filed, such Party will redact any reference to the amount of a specific Consenting Unsecured Noteholder’s claims and interests in the Debtors and such Consenting Unsecured Noteholder’s notice information. The foregoing shall not prohibit any Party from disclosing the aggregate claims or interests of all Consenting Unsecured Noteholders.

Section 24. No Admissions. This Agreement shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Party of any claim or fault or liability or damages whatsoever. Each of the Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert. This Agreement and the Definitive Documents are part of a proposed settlement of a dispute among the Parties. Pursuant to Federal Rule of Evidence 408 and any applicable state rules of evidence, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than a proceeding involving enforcement of the terms of this Agreement.

Section 25. Email Consents. Where a written consent, acceptance, approval, or waiver is required pursuant to or contemplated by this Agreement, including a written approval by Aegean, Mercuria, the Committee, AmEx or the Consenting Unsecured Noteholder, such written consent, acceptance, approval, or waiver shall be deemed to have occurred if, by agreement between counsel to the Parties submitting and receiving such consent, acceptance, approval, or waiver, it is conveyed in writing (including electronic mail) between each such counsel without representations or warranties of any kind on behalf of such counsel.

Section 26. Automatic Stay. The automatic stay arising pursuant to section 362 of the Bankruptcy Code shall be deemed waived or modified for purposes of providing notice, if any, hereunder, including any notice of termination to the Debtors by any Party.

Section 27. Debtor Stipulations. Upon the Debtors’ termination of this Agreement pursuant to Section 8(a)(iii) or the Committee’s termination pursuant to Section 8(e)(iii), the Parties agree that the stipulations in favor of Mercuria set forth in Paragraph G of the Final DIP Order shall be irrevocably binding on, and enforceable against, all persons and parties in interest, including the Committee, the Consenting Unsecured Noteholders, AmEx and any examiner or trustee appointed in these cases or conversion of these cases under chapter 7 of the Bankruptcy Code. For the avoidance of doubt, upon the Debtors’ termination of this Agreement pursuant to Section 8(a)(iii) or the Committee’s termination of this Agreement pursuant to Section 8(e)(iii), any and all rights of the Committee and any party in interest, including the Consenting Unsecured Noteholders and AmEx, under Section 4.1 of the Final DIP Order shall be extinguished.

Section 28. Litigation Standstill. The Debtors, the Committee, Mercuria, Amex and the Consenting Unsecured Noteholders shall cease and desist from any and all ongoing litigation activities with respect to one another, including discovery requests, review of documents produced in discovery, depositions, preparation of expert witnesses or expert reports, investigating or researching of objections, claims, causes of action, lien validity or challenges, or other similar actions, and preparation of pleadings or other documents in connection with any of the foregoing with respect to the Restructuring, approval of the DIP Financing, and any Challenge (as defined in the Final DIP Order) (the foregoing being the “Litigation Standstill”). The Debtors, Mercuria, the Committee, Amex and the Consenting Unsecured Noteholders shall coordinate any other litigation activities in connection with the Chapter 11 Cases so as to minimize costs to the Debtors’ estates.

Section 29. No Restraint on DIP Financing. Notwithstanding anything to contrary herein, nothing in this Agreement shall prohibit the right of Mercuria to exercise any right or remedy in accordance with the definitive documents for the DIP Financing.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, Aegean Marine Petroleum Network Inc., on behalf of itself and each of the Debtors, has executed this Agreement as of the date and year first written above.

	AEGEAN MARINE PETROLEUM NETWORK INC.

	By:	/s/ Tyler Baron
	Name:	Tyler Baron
	Title:	Authorized Signatory

[Signature Page to Restructuring Support Agreement]

Mercuria’s Signature Pages to the Restructuring Support Agreement

Mercuria Asset Holdings (Hong Kong) Limited

By:	/s/ Henry Birt
Name:	Henry Birt
Title:	Director

Address:

Jumeirah Lake Towers Unit N Almas
63-A-l Almas Tower – Plot N JTL-PH1-A0
Dubai C0

[Mercuria’s Signature Pages to the Restructuring Support Agreement]

Mercuria Energy Group Limited

By:	/s/ Henry Birt
Name:	Henry Birt
Title:	Director

Address:
Simou Menardou 8
Ria Court 8 - Office 302
6015 Larnaca
Cyprus

[Mercuria’s Signature Pages to the Restructuring Support Agreement]

Mercuria US Asset Holdings LLC

By:	/s/ Marty Bredehoft
Name:	Marty Bredehoft
Title:	Treasurer

Address:
20 E. Greenway Plaza
Suite 650
Houston, Texas 77046

[Mercuria’s Signature Pages to the Restructuring Support Agreement]

Mercuria Energy Trading S.A.

By:	/s/ Guillaume Vermersch
Name:	Guillaume Vermersch
Title:	Director Mercuria Energy Trading S.A.

Address:
50 rue du Rhône
6th Floor
1204 Geneva, Switzerland

[Mercuria’s Signature Pages to the Restructuring Support Agreement]