Exhibit
10.1


 




 


 





FORM OF


 


REGISTRATION RIGHTS AGREEMENT


 


 


by and among


 


 


AEGEAN
MARINE PETROLEUM NETWORK INC.,


 


 


LEVERET
INTERNATIONAL INC.


 


 


and


 


 


AMPNINVEST
LLC


 




 





 


 


Dated as of                       
    , 2006


 

















 


REGISTRATION RIGHTS
AGREEMENT, dated as of                       
    , 2006, by and among AEGEAN MARINE PETROLEUM NETWORK
INC., a Marshall Islands corporation (the “Company”), LEVERET
INTERNATIONAL INC., a Liberian corporation (“Leveret”), and AMPNINVEST
LLC, a Marshall Islands limited liability company (“AMPNInvest” and
together with Leveret, the “Shareholders”).


 


In consideration of the
mutual covenants and agreements herein contained and other good and valid
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties to this Agreement hereby agree as follows:


 


1.             Certain Definitions.


 


In addition to the terms
defined elsewhere in this Agreement, the following terms shall have the
following meanings:


 


“Affiliate” of any Person means any other
Person which directly or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, such
Person.  The term “control”
(including the terms “controlling,” “controlled by” and “under
common control with”) as used with respect to any Person means the
possession, direct or indirect, of the power to direct or cause the direction
of the management and policies of such Person, whether through the ownership of
voting securities, by contract or otherwise.


 


“Agreement” means this Registration Rights
Agreement, including all amendments, modifications and supplements and any
exhibits or schedules to any of the foregoing, and shall refer to this
Registration Rights Agreement as the same may be in effect at the time such
reference becomes operative.


 


“Common Stock” means common shares, par value
$0.01 per share, of the Company and any other shares into which such shares are
converted pursuant to a recapitalization or reorganization.


 


“Company” has the meaning set forth in the
introductory paragraph.


 


“Demand Registration” has the meaning set forth
in Section 2(a) hereof.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended.


 


“Governmental Entity” means any national,
federal, state, municipal, local, territorial, foreign or other government or
any department, commission, board, bureau, agency, regulatory authority or
instrumentality thereof, or any court, judicial, administrative or arbitral
body or public or private tribunal.


 


“Holder” means any holder of record of
Registrable Common Shares and any transferees of such Registrable Common Shares
from such Holders.  For purposes of this
Agreement, the Company may deem and treat the registered holder of Registrable
Common Shares as the Holder and absolute owner thereof, and the Company shall
not be affected by any notice to the contrary.


 


“Initiating Holders” has the meaning set forth
in Section 2(a) hereof.


 


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“Person” means any individual, sole
proprietorship, partnership, limited liability company, joint venture, trust,
incorporated organization, association, corporation, institution, public
benefit corporation, Governmental Entity or any other entity.


 


“Piggyback Registration” has the meaning set
forth in Section 4(a) hereof.


 


“Prospectus” means the prospectus or
prospectuses included in any Registration Statement, as amended or supplemented
by any prospectus supplement, with respect to the terms of the offering of any
portion of the Registrable Common Shares covered by such Registration Statement
and by all other amendments and supplements to the prospectus, including issuer
free writing prospectuses, post-effective amendments and all material
incorporated by reference in such prospectus or prospectuses.


 


“Qualifying IPO” means the sale in an
underwritten initial public offering registered under the Securities Act of
shares of common equity securities of the Company.


 


“Registrable Common Shares” means the Common
Shares held by the Shareholders or affiliates of the Shareholders as of the
date of the Qualifying IPO; provided, however, that Registrable Common Shares
shall not include any securities that are or become tradeable without
restriction as to volume pursuant to Rule 144 or that are sold by a Person to
the public either pursuant to a Registration Statement or Rule 144.


 


“Registration Expenses” has the meaning set
forth in Section 7(a) hereof.


 


“Registration Statement” means any registration
statement of the Company which covers any of the Registrable Common Shares
pursuant to the provisions of this Agreement, including the Prospectus,
amendments and supplements to such Registration Statement, including
post-effective amendments, all exhibits and all materials incorporated by
reference in such Registration Statement.


 


“SEC” means the Securities and Exchange
Commission.


 


“Securities Act” means the Securities Act of
1933, as amended.


 


“Shelf Registration” has the meaning set forth
in Section 3(a) hereof.


 


“Shareholders” has the meaning set forth in the
introductory paragraph.


 


“Suspension Notice” has the meaning set forth
in Section 6(f) hereof.


 


“Underwritten registration” or “underwritten
offering” means a registration in which securities of the Company are sold
to underwriters for reoffering to the public.


 


“Withdrawn Demand Registration” has the meaning
set forth in Section 2(f) hereof.


 


2.             Demand
Registrations.


 


(a)           Right to Request
Registration.  At any time commencing
180 days following the closing of a Qualifying IPO, any Holder or Holders may
request registration under the Securities Act (“Initiating Holders”) of
all or part of the Registrable Common Shares (“Demand Registration”);
provided, that each Demand Registration be at least equal to 10% of the Company’s
outstanding common shares immediately


 


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following the closing of
such Qualifying IPO.  The Company shall
use its commercially reasonable efforts to effect, as expeditiously as
possible, the Demand Registration of any number of Registrable Common Shares
for which it receives requests in accordance with this Section 2.


 


Within 10 days after
receipt of any such request for Demand Registration, the Company shall give
written notice of such request to all other Holders of Registrable Common
Shares and shall, subject to Sections 2(c) and 2(d) hereof, include in such
registration all such Registrable Common Shares with respect to which the
Company has received written requests for inclusion therein within 15 days
after the receipt of the Company’s notice.


 


(b)           Number of Demand
Registrations.  Subject to the
provisions of Section 2(a), the Initiating Holders of Registrable Common Shares
shall collectively be entitled to request an aggregate of three Demand
Registrations.  A registration shall not
count as one of the permitted Demand Registrations (i) until it has become
effective, (ii) if the Initiating Holders requesting such registration are not
able to have registered and sold at least 50% of the Registrable Common Shares
requested by such Initiating Holders to be included in such registration or
(iii) in the case of a Demand Registration that would be the last permitted
Demand Registration requested hereunder, if the Initiating Holders requesting
such registration are not able to have registered and sold all of the
Registrable Common Shares requested to be included by such Initiating Holders
in such registration.


 


(c)           Priority on Demand
Registrations.  The Company shall not
include in any Demand Registration any securities which are not Registrable
Common Shares without the written consent of the Holders of a majority of the
Registrable Common Shares to be included in such registration, or, if such
Demand Registration is an underwritten offering, without the written consent of
the managing underwriters.  If the
managing underwriters of the requested Demand Registration advise the Company
in writing that in their opinion the number of shares of Registrable Common
Shares proposed to be included in any such registration exceeds the number of
securities which can be sold in such offering without having an adverse affect
on such offering, including the price at which such Registrable Common Shares
can be sold, the Company shall include in such registration only the number of
shares of Registrable Common Shares which in the opinion of such managing
underwriters can be sold without having the adverse effect referred to
above.  If the number of shares which can
be sold without having the adverse effect referred to above is less than the
number of shares of Registrable Common Shares proposed to be registered, the
amount of Registrable Common Shares to be so sold shall be allocated (i) first,
the Registrable Common Shares requested to be included therein by the
Shareholders, pro rata between the Shareholders on the basis of the number of
shares requested to be registered by the Shareholders, and (ii) second, the
Registrable Common Shares requested to be included therein by the other
Holders, if any, pro rata among such Holders on the basis of the number of
shares requested to be registered by such Holders. If the number of shares
which can be sold exceeds the number of shares of Registrable Common Shares
proposed to be sold, such excess shall be allocated pro rata among the other
holders of securities, if any, desiring to participate in such registration
based on the amount of such securities initially requested to be registered by
such holders or as such holders may otherwise agree.


 


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(d)           Restrictions on
Demand Registrations.  The Company
shall not be obligated to effect any Demand Registration within three months
after the termination of an offering under a previous Demand Registration or a
previous registration under which the Initiating Holder had piggyback rights
pursuant to Section 4 hereof where the Initiating Holder was permitted to
register and sell all of the Registrable Common Shares requested to be included
therein.  The Company may postpone for up
to 90 days the filing or the effectiveness of a Registration Statement for a
Demand Registration if, based on the good faith judgment of the Company’s board
of directors, such postponement or withdrawal is necessary in order to avoid
premature disclosure of a matter the board has determined would not be in the
best interest of the Company to be disclosed at such time; provided, that in no
event shall the Company withdraw a Registration Statement after such
Registration Statement has been declared effective; and provided, further, that
in the event described above, the Initiating Holders requesting such Demand
Registration shall be entitled to withdraw such request and, if such request is
withdrawn, such Demand Registration shall not count as one of the permitted
Demand Registrations.  The Company shall
provide written notice to the Initiating Holders requesting such Demand
Registration of (i) any postponement or withdrawal of the filing or
effectiveness of a Registration Statement pursuant to this Section 2(d), (ii)
the Company’s decision to file or seek effectiveness of such Registration
Statement following such withdrawal or postponement and (iii) the effectiveness
of such Registration Statement.  The
Company may defer the filing of a particular Registration Statement pursuant to
this Section 2(d) only once during any 12-month period.


 


(e)           Selection of
Underwriters.  If any of the
Registrable Common Shares covered by a Demand Registration are to be sold in an
underwritten offering, the Initiating Holders shall have the right to select
the managing underwriter or underwriters to administer the offering subject to
the approval of the Company, which will not be unreasonably withheld.


 


(f)            Effective Period of
Demand Registrations.  After any
Demand Registration filed pursuant to this Agreement has become effective, the
Company shall use its commercially reasonable efforts to keep such Demand
Registration effective for a period equal to one year from the date on which
the SEC declares such Demand Registration effective (or if such Demand
Registration is not effective during any period within such period, such period
shall be extended by the number of days during such period when such Demand
Registration is not effective), or such shorter period which shall terminate
when all of the Registrable Common Shares covered by such Demand Registration
have been sold pursuant to such Demand Registration or are otherwise permitted
to be resold freely by all selling shareholders in such Demand Registration
under Rule 144 without regard to volume. 
If the Company shall withdraw any Demand Registration pursuant to
Section 2(d) (a “Withdrawn Demand Registration”), the Initiating Holders
of the Registrable Common Shares remaining unsold and originally covered by
such Withdrawn Demand Registration shall be entitled to a replacement Demand
Registration which (subject to the provisions of this Section 2) the Company
shall use its best efforts to keep effective for a period commencing on the
effective date of such Demand Registration and ending on the earlier to occur
of the date (i) which is one year from the effective date of such Demand
Registration and (ii) on which all of the Registrable Common Shares covered by
such Demand Registration have been sold or are


 


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otherwise permitted to be
resold freely by all selling shareholders in such Demand Registration under
Rule 144 without regard to volume.  Such
additional Demand Registration otherwise shall be subject to all of the
provisions of this Agreement.


 


3.             Shelf
Registration.


 


(a)           At such time as the
Company is able to use Form F-3 under the Securities Act (or any successor
form) for sales of Registrable Common Shares by a Holder, at the request of
Holders of the lesser of (x) 5% of the Registrable Common Shares (without
reduction for Common Shares that cease to be Registrable Common Shares) and (y)
Registrable Common Shares having an aggregate market value of at least $10
million, the Company shall use its commercially reasonable efforts to effect,
as expeditiously as possible, the registration under the Securities Act of any
number of Registrable Common Shares for which it receives requests in
accordance with this Section 3 (the “Shelf Registration”).  The Company shall use its commercially
reasonable best efforts to cause such Registration Statement to become
effective as promptly as practicable and maintain the effectiveness of such
Registration Statement (subject to the terms and conditions herein) for a
period ending on the earlier of (i) three years following the date on which
such Registration Statement first becomes effective (but one year if the
Company is not able to use Form F-3 under the Securities Act (or any successor
form)) and (ii) the date on which all Registrable Common Shares covered by such
Registration Statement have been sold and the distribution contemplated thereby
has been completed or have become freely tradeable pursuant to Rule 144 without
regard to volume.


 


(b)           The Shelf Registration
Statement pursuant to this Section 3 shall to the extent possible under
applicable law, be effected to permit sales on a continuous basis pursuant to
Rule 415 under the Securities Act. Any takedown under the Shelf Registration
pursuant to this Section 3 may or may not be underwritten; provided, however,
that (i) Holders may request any underwritten takedown only to be effected as a
Demand Registration (in which event, unless such Demand Registration would not
require representatives of the Company to meet with prospective purchasers of
the Company’s securities, a Demand Registration must be available thereunder
and the number of Demand Registrations available shall be reduced by one under
Section 2(b)) or (ii) Holders may request an unlimited number of underwritten
takedowns to be effected in accordance with the terms of Section 4. The Company
shall be entitled to effect the Shelf Registration on any available form under
the Securities Act.


 


(c)           Within 10 days after
receipt of any such request for the Shelf Registration, the Company shall give
written notice of such request to all other Holders of Registrable Common
Shares and shall include in such registration all such Registrable Common
Shares with respect to which the Company has received written requests for
inclusion therein within 15 days after the receipt of the Company’s notice.


 


(d)           The number, percentage,
fraction or kind of shares referred to in this Section 4 shall be appropriately
adjusted for any stock dividend, stock split, reverse stock split, combination,
recapitalization, reclassification, merger or consolidation, exchange or
distribution in respect of the shares of Common Stock.


 


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(e)           The Company, and any
other holder of the Company’s securities who has registration rights, may
include its securities in any Shelf Registration effected pursuant to this
Section 3.


 


4.             Piggyback
Registrations.


 


(a)           Right to Piggyback.  If at any time commencing 180 days following
the closing of a Qualifying IPO the Company proposes to register any of its
common equity securities under the Securities Act (other than a registration
statement on Form S-8 or on Form F-4 (or any similar successor forms thereto or
in connection with (A) an employee stock option, stock purchase or compensation
plan or securities issued or issuable pursuant to any such plan, or (B) a
dividend reinvestment plan), whether for its own account or for the account of
one or more shareholders of the Company, and the registration form to be used
may be used for any registration of Registrable Common Shares (a “Piggyback
Registration”), the Company shall give prompt written notice (in any event
within 10 days after its receipt of notice of any exercise of other demand
registration rights) to all Holders of its intention to effect such a
registration and shall, subject to Sections 4(b) and 4(c), include in such
registration all such Registrable Common Shares with respect to which the
Company has received written requests for inclusion therein within 15 days
after the receipt of the Company’s notice. 
The Company may postpone or withdraw the filing or the effectiveness of
a Piggyback Registration at any time in its sole discretion.


 


(b)           Priority on Primary
Registrations.  If a Piggyback
Registration is an underwritten primary registration on behalf of the Company,
and the managing underwriters advise the Company in writing that in their
opinion the number of securities requested to be included in such registration
exceeds the number which can be sold in such offering without having an adverse
effect on such offering, the Company shall include in such registration (i)
first, the securities the Company proposes to sell, (ii) second, the
Registrable Common Shares requested to be included therein by the Shareholders,
pro rata between the Shareholders on the basis of the number of shares
requested to be registered by the Shareholders, (iii) third, the Registrable
Common Shares requested to be included therein by the other Holders, if any, pro
rata among such Holders on the basis of the number of shares requested to be
registered by such Holders, and (iv) fourth, other securities requested to be
included in such registration pro rata among the holders of such securities on
the basis of the number of shares requested to be registered by such holders or
as such holders may otherwise agree.


 


(c)           Priority on
Secondary Registrations.  If a Piggyback
Registration is an underwritten secondary registration on behalf of a holder of
the Company’s securities other than Registrable Common Shares, and the managing
underwriters advise the Company in writing that in their opinion the number of
securities requested to be included in such registration exceeds the number
which can be sold in such offering without having an adverse effect on such
offering, the Company shall include in such registration (i) first, the
securities requested to be included therein by the holders requesting such
registration, (ii) second, the Registrable Common Shares requested to be
included therein by the Shareholders, pro rata between the Shareholders on the
basis of the number of shares requested to be registered by the Shareholders,
(iii) third, the


 


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Registrable Common Shares
requested to be included therein by the other Holders, if any, pro rata among
such Holders on the basis of the number of shares requested to be registered by
such Holders, and (iv) fourth, other securities requested to be included in
such registration pro rata among the holders of such securities on the basis of
the number of shares requested to be registered by such holders or as such
holders may otherwise agree.


 


(d)           Selection of
Underwriters.  If any Piggyback
Registration is an underwritten primary offering, the Company shall have the
right to select the managing underwriter or underwriters to administer any such
offering.


 


(e)           Other Registrations.  If the Company has previously filed a
Registration Statement with respect to Registrable Common Shares, and if such
previous registration has not been withdrawn or abandoned, the Company shall
not be obligated to cause to become effective any other registration of any of
its securities under the Securities Act, whether on its own behalf or at the
request of any holder or holders of such securities, until a period of at least
90 days has elapsed from the termination of the offering under the previous
registration.


 


5.             Holdback Agreements.


 


The Company and each
Holder agrees to enter into a reasonable and customary lock-up agreement with
the underwriters for any underwritten Demand Registration upon request of such
underwriters.


 


6.             Registration
Procedures.


 


(a)           Whenever the Holders
request that any Registrable Common Shares be registered pursuant to this
Agreement, the Company shall use its commercially reasonable efforts to effect
the registration and the sale of such Registrable Common Shares in accordance
with the intended methods of disposition thereof, and pursuant thereto the
Company shall as expeditiously as possible:


 


(i)            prepare
and file with the SEC a Registration Statement with respect to such Registrable
Common Shares and use its best efforts to cause such Registration Statement to
become effective as soon as practicable thereafter; and before filing a
Registration Statement or Prospectus or any amendments or supplements thereto,
furnish to the Holders of Registrable Common Shares covered by such Registration
Statement and the underwriter or underwriters, if any, copies of all such
documents proposed to be filed, including documents incorporated by reference
in the Prospectus and, if requested by such Holders, the exhibits incorporated
by reference, and such Holders shall have the opportunity to object to any
information pertaining to such Holders that is contained therein and the
Company will make the corrections reasonably requested by such Holders with
respect to such information prior to filing any Registration Statement or
amendment thereto or any Prospectus or any supplement thereto;


 


(ii)           prepare
and file with the SEC such amendments and supplements to such Registration
Statement and the Prospectus used in connection therewith as


 


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may be necessary
to keep such Registration Statement effective for a period of not less than one
year, in the case of a Demand Registration or such shorter period as is
necessary to complete the distribution of the securities covered by such
Registration Statement and comply with the provisions of the Securities Act
with respect to the disposition of all securities covered by such Registration
Statement during such period in accordance with the intended methods of
disposition by the sellers thereof set forth in such Registration Statement;


 


(iii)          furnish to each seller of Registrable Common
Shares such number of copies of such Registration Statement, each amendment and
supplement thereto, the Prospectus included in such Registration Statement
(including each preliminary Prospectus) and such other documents as such seller
may reasonably request in order to facilitate the disposition of the
Registrable Common Shares owned by such seller;


 


(iv)          use
its best efforts to register or qualify such Registrable Common Shares under
such other securities or blue sky laws of such jurisdictions as any seller
reasonably requests and do any and all other acts and things which may be
reasonably necessary or advisable to enable such seller to consummate the
disposition in such jurisdictions of the Registrable Common Shares owned by
such seller (provided, that the Company will not be required to (x) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this subparagraph 6(a)(iv), (y) subject itself to
taxation in any such jurisdiction, or (z) consent to general service of process
in any such jurisdiction);


 


(v)           notify
each seller of such Registrable Common Shares, at any time when a Prospectus
relating thereto is required to be delivered under the Securities Act, of the
occurrence of any event as a result of which the Prospectus included in such
Registration Statement contains an untrue statement of a material fact or omits
any fact necessary to make the statements therein not misleading, and, at the
request of any such seller, the Company shall prepare a supplement or amendment
to such Prospectus so that, as thereafter delivered to the purchasers of such
Registrable Common Shares, such Prospectus shall not contain an untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein not misleading;


 


(vi)          in
the case of an underwritten offering, enter into such customary agreements
(including underwriting agreements in customary form with customary
indemnification provisions) and take all such other actions as the Holders of a
majority of the Registrable Common Shares being sold or the underwriters
reasonably request in order to expedite or facilitate the disposition of such
Registrable Common Shares (including, without limitation, making members of
senior management of the Company available to participate in, and cause them to
cooperate with the underwriters in connection with, “road-show” and other customary


 


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marketing
activities (including one-on-one meetings with prospective purchasers of the
Registrable Common Shares)) and cause to be delivered to the underwriters and
the sellers, if any, opinions of counsel to the Company in customary form,
covering such matters as are customarily covered by opinions for an
underwritten public offering as the underwriters may request and addressed to
the underwriters and the sellers;


 


(vii)         make available, for inspection by any seller
of Registrable Common Shares, any underwriter participating in any disposition
pursuant to such Registration Statement, and any attorney, accountant or other
agent retained by any such seller or underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, and cause the
Company’s officers, directors, employees and independent accountants to supply
all information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such Registration Statement;


 


(viii)        use its best efforts to cause all such
Registrable Common Shares to be listed on each securities exchange on which
securities of the same class issued by the Company are then listed;


 


(ix)           if
requested, use its commercially reasonable efforts to cause to be delivered,
immediately prior to the effectiveness of the Registration Statement (and, in
the case of an underwritten offering, at the time of delivery of any
Registrable Common Shares sold pursuant thereto), letters from the Company’s
independent certified public accountants addressed to each selling Holder
(unless such selling Holder does not provide to such accountants the
appropriate representation letter required by rules governing the accounting
profession) and each underwriter, if any, stating that such accountants are
independent public accountants within the meaning of the Securities Act and the
applicable rules and regulations adopted by the SEC thereunder, and otherwise
in customary form and covering such financial and accounting matters as are
customarily covered by letters of the independent certified public accountants
delivered in connection with primary or secondary underwritten public
offerings, as the case may be;


 


(x)            make
generally available to its shareholders a consolidated earnings statement
(which need not be audited) for the 12 months beginning after the effective
date of a Registration Statement as soon as reasonably practicable after the
end of such period, which earnings statement shall satisfy the requirements of
an earning statement under Section 11(a) of the Securities Act;


 


(xi)           if
reasonably requested by the managing underwriter or underwriters or a Holder of
Registrable Common Shares being sold in connection with an underwritten
offering, promptly incorporate in a Prospectus supplement, post-effective
amendment or issuer free writing prospectus such


 


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information as the
managing underwriters or the Holders of a majority of the Registrable Common
Shares being sold in such underwritten offering determine, upon advice of counsel,
is legally required to be included therein relating to the sale of the
Registrable Common Shares, including, without limitation, information with respect
to the aggregate number of shares of Registrable Common Shares being sold to
such underwriters, the purchase price being paid therefor by such underwriters
and with respect to any other terms of the underwritten offering of the
Registrable Common Shares to be sold in such offering; and promptly make all
required filings of such Prospectus supplement post-effective amendment or
issuer free writing prospectus;


 


(xii)          provide a CUSIP number for the Registrable
Common Shares no later than the effective date of such Registration Statement;


 


(xiii)         use commercially reasonable efforts to prevent
the happening of any event of the kinds described in clauses (C) and (D) of
Section 6(a)(xv);


 


(xiv)        cooperate and assist in any filings required to
be made with the National Association of Securities Dealers, Inc.; and


 


(xv)         promptly
notify each seller of Registrable Common Shares and the underwriter or
underwriters, if any:


 


(A)          when the Registration
Statement, any pre-effective amendment, the Prospectus or any Prospectus
supplement or post-effective amendment to the Registration Statement has been
filed and, with respect to the Registration Statement or any post-effective
amendment, when the same has become effective;


 


(B)           of any comments of the
SEC or of any written request by the SEC for amendments or supplements to the
Registration Statement or Prospectus that relate to information provided, or to
be provided, by such seller or underwriter;


 


(C)           of the notification to
the Company by the SEC of its initiation of any proceeding with respect to the
issuance by the SEC of any stop order suspending the effectiveness of the
Registration Statement;


 


(D)          of the receipt by the
Company of any notification with respect to the suspension of the qualification
of any Registrable Common Shares for sale under the applicable securities or blue
sky laws of any jurisdiction; and


 


(E)           of the happening of any
event which makes any statement of a material fact made in any Registration
Statement, Prospectus or any document incorporated therein by reference untrue
or which requires the making of any changes in any Registration Statement,
Prospectus or any document incorporated therein by reference in order to


 


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make the statements
therein (in the case of any Prospectus, in the light of the circumstances under
which they were made) not misleading.


 


(b)           The Company shall
ensure that no Registration Statement (including any amendments or supplements
thereto and Prospectuses contained therein) shall contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein, or necessary to make the statements therein (in the case of any
Prospectus, in the light of the circumstances under which they were made) not
misleading (except, with respect to any Holder, for an untrue statement or
alleged untrue statement of a material fact or omission or alleged omission of
a material fact made in reliance on and in conformity with written information
furnished to the Company by or on behalf of such Holder specifically for use
therein).


 


(c)           The Company shall make
available upon request to each Holder whose Registrable Common Shares are
included in a Registration Statement (i) promptly after the same is prepared
and publicly distributed or filed with the SEC, one copy of each Registration
Statement and any amendment thereto and each preliminary Prospectus and
Prospectus and each amendment or supplement thereto, and (ii) such number of
copies of a Prospectus, including a preliminary Prospectus, and all amendments
and supplements thereto and such other documents as such Holder may reasonably
request in order to facilitate the disposition of the Registrable Common Shares
owned by such Holder.  The Company will
promptly notify each Holder by facsimile or electronic mail of the
effectiveness of each Registration Statement or any post-effective
amendment.  The Company will promptly
respond to any and all comments received from the SEC, with a view towards
causing each Registration Statement or any amendment thereto to be declared
effective by the SEC as soon as practicable and shall file an acceleration
request as soon as practicable following the resolution or clearance of all SEC
comments or, if applicable, following notification by the SEC that any such
Registration Statement or any amendment thereto will not be subject to review.


 


(d)           The Company may require
each seller of Registrable Common Shares as to which any registration is being
effected to furnish to the Company any other information regarding such seller
and the distribution of such securities as the Company may from time to time
reasonably request in writing.


 


(e)           Each seller of
Registrable Common Shares agrees by having its shares treated as Registrable
Common Shares hereunder that, upon notice of the happening of any event as a
result of which the Prospectus included in such Registration Statement contains
an untrue statement of a material fact or omits any material fact necessary to
make the statements therein not misleading (a “Suspension Notice”), such
seller will forthwith discontinue disposition of Registrable Common Shares for
a reasonable length of time not to exceed 90 days until such seller is advised
in writing by the Company that the use of the Prospectus may be resumed and is
furnished with a supplemented or amended Prospectus as contemplated by Section
6(c) hereof, and, if so directed by the Company, such seller will deliver to
the Company (at the Company’s expense) all copies, other than permanent file
copies then in such seller’s possession, of the Prospectus covering such
Registrable Common Shares current at the time of receipt of such notice;
provided, however, that such postponement of sales of Registrable Common Shares
by


 


11

















 


the Holders shall not
exceed 120 days in the aggregate in any one year.  If the Company shall give any notice to
suspend the disposition of Registrable Common Shares pursuant to a Prospectus,
the Company shall extend the period of time during which the Company is
required to maintain the Registration Statement effective pursuant to this
Agreement by the number of days during the period from and including the date
of the giving of such notice to and including the date such seller either is
advised by the Company that the use of the Prospectus may be resumed or
receives the copies of the supplemented or amended Prospectus contemplated by
Section 6(e).  In any event, the Company
shall not be entitled to deliver more than three Suspension Notices in any one
year.


 


7.             Registration Expenses.


 


(a)           All expenses incident
to the Company’s performance of or compliance with this Agreement, including,
without limitation, all registration and filing fees, fees and expenses of
compliance with securities or blue sky laws, listing application fees, printing
expenses, transfer agent’s and registrar’s fees, cost of distributing
Prospectuses in preliminary and final form as well as any supplements thereto,
and fees and disbursements of counsel for the Company and all independent
certified public accountants and other Persons retained by the Company (all
such expenses being herein called “Registration Expenses”) (but not
including any underwriting discounts or commissions attributable to the sale of
Registrable Common Shares or fees and expenses of more than one counsel
representing the Holders of Registrable Common Shares), shall be borne by the
Company.  In addition, the Company shall
pay its internal expenses (including, without limitation, all salaries and expenses
of its officers and employees performing legal or accounting duties), the
expense of any annual audit or quarterly review, the expense of any liability
insurance and the expenses and fees for listing the securities to be registered
on each securities exchange on which they are to be listed.


 


(b)           In connection with each
registration initiated hereunder (whether a Demand Registration or a Piggyback
Registration), the Company shall reimburse the Holders covered by such
registration or sale for the reasonable fees and disbursements of one law firm
chosen by the Holders of a majority of the Registrable Common Shares included
in such registration or sale.


 


(c)           The obligation of the
Company to bear the expenses described in Section 7(a) and to reimburse the
Holders for the expenses described in Section 7(b) shall apply irrespective of
whether a registration, once properly demanded, if applicable, becomes
effective, is withdrawn or suspended, is converted to another form of
registration and irrespective of when any of the foregoing shall occur;
provided, however, that Registration Expenses for any Registration Statement
withdrawn solely at the request of a Holder of Registrable Common Shares
(unless withdrawn following postponement of filing by the Company in accordance
with Section 2(d)(i) or (ii)) or any supplements or amendments to a
Registration Statement or Prospectus resulting from a misstatement furnished to
the Company by a Holder shall be borne by such Holder.


 


8.             Indemnification.


 


(a)           The Company shall
indemnify, to the fullest extent permitted by law, each Holder, its officers,
directors and Affiliates and each Person who controls such Holder


 


12

















 


(within the meaning of
the Securities Act) against all losses, claims, damages, liabilities and
expenses arising out of or based upon any untrue or alleged untrue statement of
material fact contained in any Registration Statement, Prospectus or
preliminary Prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein
or necessary to make the statements therein not misleading or any violation or
alleged violation by the Company of the Securities Act, the Exchange Act or
applicable blue sky laws, except insofar as the same are made in reliance and
in conformity with information relating to such Holder furnished in writing to
the Company by such Holder expressly for use therein or caused by such Holder’s
failure to deliver to such Holder’s immediate purchaser a copy of the
Registration Statement or Prospectus or any amendments or supplements thereto
(if the same was required by applicable law to be so delivered).  In connection with an underwritten offering,
the Company shall indemnify such underwriters, their officers and directors and
each Person who controls such underwriters (within the meaning of the
Securities Act) to the same extent as provided above with respect to the
indemnification of the Holders.


 


(b)           In connection with any
Registration Statement in which a Holder of Registrable Common Shares is
participating, each such Holder shall furnish to the Company in writing such
information and affidavits as the Company reasonably requests for use in
connection with any such Registration Statement or Prospectus and, shall
indemnify, to the fullest extent permitted by law, the Company, its officers,
directors Affiliates, and each Person who controls the Company (within the
meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses arising out of or based upon any untrue or alleged untrue
statement of material fact contained in the Registration Statement, Prospectus
or preliminary Prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein
or necessary to make the statements therein not misleading, but only to the
extent that the same are made in reliance and in conformity with information
relating to such Holder furnished in writing to the Company by such Holder
expressly for use therein or caused by such Holder’s failure to deliver to such
Holder’s immediate purchaser a copy of the Registration Statement or Prospectus
or any amendments or supplements thereto (if the same was required by
applicable law to be so delivered) after the Company has furnished such Holder
with a sufficient number of copies of the same; provided, however, that the
obligation to indemnify shall be several, not joint and several, among such
Holders and the liability of each such Holder shall be in proportion to and
limited to the net amount received by such Holder from the sale of Registrable
Common Shares pursuant to such Registration Statement.


 


(c)           Any Person entitled to
indemnification hereunder shall (i) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks indemnification,
provided that the failure to notify the indemnifying party shall not relieve
the indemnifying party from any liability that it may have under this Section 8
except to the extent that it has been materially prejudiced (through the
forfeiture of substantive rights or defenses) by such failure; and provided,
further, that the failure to notify the indemnifying party shall not relieve
the indemnifying party from any liability that it may have to an indemnified
party otherwise than under this Section 8 and (ii) unless in such indemnified
party’s reasonable judgment a conflict of interest between


 


13

















 


such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. 
If such defense is assumed, the indemnifying party shall not be subject
to any liability for any settlement made by the indemnified party without its
consent (but such consent will not be unreasonably withheld).  An indemnifying party who is not entitled to,
or elects not to, assume the defense of a claim shall not be obligated to pay
the fees and expenses of more than one counsel for all parties indemnified by
such indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party there may be one or more legal or equitable
defenses available to such indemnified party which are in addition to or may
conflict with those available to another indemnified party with respect to such
claim.  Failure to give prompt written
notice shall not release the indemnifying party from its obligations hereunder.


 


(d)           The indemnification
provided for under this Agreement shall remain in full force and effect
regardless of any investigation made by or on behalf of the indemnified party
or any officer, director or controlling Person of such indemnified party and
shall survive the transfer of securities.


 


(e)           If the indemnification
provided for in or pursuant to this Section 8 is due in accordance with the
terms hereof, but is held by a court to be unavailable or unenforceable in respect
of any losses, claims, damages, liabilities or expenses referred to herein,
then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified Person as a result of such losses, claims, damages, liabilities or
expenses (i) in such proportion as is
appropriate to reflect the relative benefits received by the indemnified party
on the one hand and the indemnifying party on the other hand from the offering
to which such Registration Statement or prospectus relates or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the indemnified
party on the one hand and the indemnifying party on the other hand in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by a party shall be deemed to be
in the same respective proportions as the net proceeds from such offering
(before deducting expenses) received by such party and the total underwriting
discounts and the commissions received by the underwriters therefor, if any
bear to the aggregate proceeds received from the sale of Company securities
thereunder.  The relative fault of
the indemnifying party on the one hand and of the indemnified Person on the
other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the indemnifying party or by the indemnified party, and by such party’s
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.  In
no event shall the liability of any selling Holder be greater in amount than
the amount of net proceeds received by such Holder upon such sale or the amount
for which such indemnifying party would have been obligated to pay by way of
indemnification if the indemnification provided for under Section 8(a) or 8(b)
hereof had been available under the circumstances.


 


14

















 


9.             Participation in
Underwritten Registrations.


 


No Person may participate
in any registration hereunder which is underwritten unless such Person (a)
agrees to sell such Person’s securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements.


 


10.          Rule 144.


 


                The Company
covenants that it will file the reports required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations adopted by
the SEC thereunder, and it will take such further action as any Holder may
reasonably request to make available adequate current public information with
respect to the Company meeting the current public information requirements of
Rule 144(c) under the Securities Act, to the extent required to enable such
Holder to sell Registrable Common Shares without registration under the
Securities Act within the limitation of the exemptions provided by (i) Rule 144
under the Securities Act, as such rule may be amended from time to time, or
(ii) any similar rule or regulation hereafter adopted by the SEC.  Upon the request of any Holder, the Company
will deliver to such Holder a written statement as to whether it has complied
with such information and requirements.


 


11.          Miscellaneous.


 


(a)           Notices.  All notices, requests, consents and other
communications required or permitted hereunder shall be in writing and shall be
hand delivered or mailed postage prepaid by registered or certified mail or by
facsimile or electronic mail transmission (with immediate telephone
confirmation thereafter),


 


if to the Company:


 


Aegean Marine Petroleum
Network Inc.


42 Hatzikyriakou Avenue

Piraeus 185 38 Athens

Greece


Attention:


Facsimile No.:


 


with a copy to:


 


Seward & Kissel LLP


One Battery Park Plaza


New York, New York 10004


Attention:  Gary J. Wolfe, Esq.


Facsimile No.:  (212) 480-8421


 


15

















 


if to the Shareholders:


 


Leveret International
Inc.


 


 


Attention:


Facsimile No.:


 


AMPNInvest LLC


 


 


Attention:


Facsimile No.:


 


or if to another Holder,
to the addresses set forth on the counterpart signature pages of this Agreement
signed by such Holders. 


 


                If to a transferee Holder, to the address of such
Holder set forth in the transfer documentation provided to the Company or at
such other address as such party each may specify by written notice to the
others, and each such notice, request, consent and other communication shall
for all purposes of this Agreement be treated as being effective or having been
given when delivered personally or upon receipt of facsimile or electronic mail
confirmation if transmitted by facsimile or electronic mail, or, if sent by
mail, at the time of its receipt.


 


(b)           No Waivers.  No failure or delay by any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege.  The rights and remedies
herein provided shall be cumulative and not exclusive of any rights or remedies
provided by law.


 


(c)           Successors and
Assigns.  The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, it being understood that
subsequent Holders of the Registrable Common Shares are intended third party
beneficiaries of this Agreement provided, that the transferee or assignee of
such rights assumes in writing the obligations of such transferor under this
Agreement.


 


(d)           Governing Law.  The laws of the State of New York shall
govern the enforceability and validity of this Agreement, the construction of
its terms and the interpretation of the rights and duties of the parties,
without regard to the principles of conflicts of laws thereof.


 


(e)           Jurisdiction.  Any suit, action or proceeding seeking to
enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby may be
brought in any federal or state court located in the County and State of New
York, and each of the parties hereby consents to the jurisdiction of such
courts (and of the appropriate appellate courts therefrom) in any such suit,
action or proceeding and irrevocably waives, to the fullest extent permitted by


 


16

















 


law, any objection which
it may now or hereafter have to the laying of the venue of any such suit,
action or proceeding in any such court or that any such suit, action or
proceeding which is brought in any such court has been brought in an
inconvenient forum.  Process in any such
suit, action or proceeding may be served on any party anywhere in the world,
whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party
agrees that service of process on such party as provided in Section 10(a) shall
be deemed effective service of process on such party.


 


(f)            Waiver of Jury
Trial.  EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


(g)           Counterparts;
Effectiveness.  This Agreement may be
executed in any number of counterparts (including by facsimile) and by
different parties hereto in separate counterparts, with the same effect as if
all parties had signed the same document. 
All such counterparts shall be deemed an original, shall be construed
together and shall constitute one and the same instrument.  This Agreement shall become effective when
each party hereto shall have received counterparts hereof signed by all of the
other parties hereto.


 


(h)           Entire Agreement.  This Agreement contains the entire agreement
among the parties hereto with respect to the subject matter hereof and
supersedes and replaces all other prior agreements, written or oral, among the
parties hereto with respect to the subject matter hereof.


 


(i)            Captions.  The headings and other captions in this
Agreement are for convenience and reference only and shall not be used in
interpreting, construing or enforcing any provision of this Agreement.


 


(j)            Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated
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 such a determination, 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 an acceptable manner in order
that the transactions contemplated hereby be consummated as originally
contemplated to the fullest extent possible.


 


(k)           Amendments.  The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given without the prior written consent of the Holders of a majority of the
Registrable Common Shares (as constituted on the date hereof); provided,
however, that without a Holder’s written consent no such amendment,
modification, supplement or waiver shall affect adversely such Holder’s rights
hereunder in a discriminatory manner inconsistent with its adverse effects on
rights of other Holders hereunder (other than as reflected by the different
number of shares held by such Holder); provided, further, that the consent or
agreement


 


17

















 


of the Company shall be
required with regard to any termination, amendment, modification or supplement
of, or waivers or consents to departures from, the terms hereof, which affect
the Company’s obligations hereunder. 
This Agreement cannot be changed, modified, discharged or terminated by
oral agreement.


 


(l)            Aggregation of
Shares.  All Registrable Common
Shares held by or acquired by any Affiliated Persons will be aggregated
together for the purpose of determining the availability of any rights under
this Agreement.


 


(m)          Equitable Relief.  Without limiting the remedies available, the
parties hereto acknowledge that any failure by the Company to comply with its
obligations under this Agreement will result in material irreparable injury to
the Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, any Holder shall have the right to obtain such relief as
may be required to specifically enforce the Company’s obligations under this
Agreement.


 


[Signature Page
Follows]


 


18

















 


IN
WITNESS WHEREOF, this Registration Rights Agreement has been
duly executed by each of the parties hereto as of the date first written above.


 


 


	
   

  	
  AEGEAN MARINE PETROLEUM

  NETWORK INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LEVERET INTERNATIONAL
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMPNINVEST LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


19