Exhibit 10.30


 


FRAMEWORK AGREEMENT


 


FRAMEWORK
AGREEMENT (this “Agreement”) entered into as of July       ,
2006, by and between AMPNINVEST LLC, a Marshall Islands limited liability
company (the “LLC”), and LEVERET INTERNATIONAL INC., a Liberian corporation
(“Leverer”) (each of the LLC and Leveret are referred to herein individually as
a “Shareholder” and collectively as the “Shareholders”).


 


W I T N E S S E T H:


 


WHEREAS, the LLC has purchased 4,450,000 shares (the “LLC Shares”) of
common stock, par value $.01 (the “Common Stock”), of Aegean Marine Petroleum
Network Inc. (the “Company”) from Leveret;


 


WHEREAS, Leveret owns 17,800,000 shares of the Common Stock (the
“Leveret Shares”)


 


WHEREAS, the LLC Shares and the Leveret Shares (together, the “Shares”)
together constitute all of the issued and outstanding Common Stock; and


 


WHEREAS, the Shareholders wish to establish a
framework for the development and governance of the Company;


 


NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual premises and covenants herein set forth, the parties hereto agree as
follows:


 


ARTICLE 1


 


OWNERSHIP OF SHARES


 


1.1          General. Prior to
the closing of an initial public offering of the Common Stock (an “IPO”):


 


(a)                Control of the LLC. Both the LLC and the LLC Shares shall be
controlled by Peter C. Georgiopoulos (“PCG”);


 


(b)                Control of Leveret. Both Leveret and the Leveret Shares shall
be controlled by Dimitris Melisandis (“DM”);


 


(c)                Prohibition on Transfers. Without the written consent of the other
Shareholder, neither of the Shareholders shall transfer any of the Common Stock
owned by it, whether by sale, exchange, assignment, transfer, gift devise,
bequest, mortgage, pledge, encumbrance or otherwise (each, a “Transfer”),
except for a Transfer to the other Shareholder;


 


(d)                Purported Transfers. Any purported Transfer of Shares by any
Shareholder in contravention of this Agreement shall be null and void; and


 


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(e)                New Company Issuances. Neither Shareholder shall cause or permit
the Company to issue any shares of its capital stock to any person without the
consent of the other Shareholder.


 


1.2           Shares Certificate Legend.


 


(a)                Agreement Legend. So long as this Agreement shall remain in
effect, each certificate for Shares held by a Shareholder shall have
conspicuously written, printed, typed or stamped upon the face thereof, or upon
the reverse thereof with a conspicuous reference on the face thereof, the
following legend (the “Agreement Legend”):


 


“THESE
SHARES ARE SUBJECT TO CERTAIN VOTING AND TRANSFER RESTRICTIONS AS SET FORTH IN
THE FRAMEWORK AGREEMENT DATED AS OF JULY [  
], 2006 ON FILE WITH THE SECRETARY OF THE CORPORATION.”


 


(b)                Modification and Removal of Agreement Legend. The Agreement Legend, as written above,
shall remain in effect until the closing of the IPO. On the closing of the IPO,
the Shareholders may exchange the certificates for their Shares for
certificates with a revised Agreement Legend that eliminates the reference to
transfer restrictions. In addition, the Agreement Legend shall be deleted from
certificate(s) for Shares transferred by a Shareholder in bona fide private
transaction or an open market transaction as set forth in Section 3.9.


 


(c)                Restrictive Legend. The certificates for the Shares shall also
contain the following legend so long as they have not been registered for
resale pursuant to the Securities Act of 1933 (the “Securities Act”) or
disposed of in an open market transaction:


 


“THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.”


 


ARTICLE 2


 


CORPORATE DEVELOPMENT AND GOVERNANCE


 


2.1          Pre-IPO Steps. As
promptly as possible following the execution of this Agreement:


 


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(a)                IPO Preparation. The Shareholders shall use commercially
reasonable efforts to work together, and shall use commercially reasonable
efforts to cause the Company to take the necessary steps, so that the Company
may be in position to resume its IPO, including the choice of underwriters and
terms of the IPO, for example, the number of shares of the Common Stock offered
and use of proceeds, mutually acceptable to the LLC and Leveret.


 


(b)                Restructuring of Board. The Company’s Board of Directors (the
“Board”) shall be restructured. Leveret hereby represents to the LLC that DM does not intend to participate in the
restructured Board.


 


(c)                Identification of Board Members. The Shareholders shall identify and
mutually agree the members of the post-IPO Board, currently expected to consist
of seven (7) members. The aim of the Shareholders will be to have the post-IPO
Board meet the majority independence standards applicable to U.S. domestic
issuers provided by the exchange or interdealer quotations system on which the
Common Stock shall be listed.


 


(d)                Executive Officers. The LLC shall propose the identities of the
executive officers of the Company, and upon agreement to such executive
officers by Leveret, the Shareholders shall cause the Board to appoint such
executive officers effective either prior to, or upon the closing of the IPO,
as the Shareholders shall deem desirable in the context of the IPO.


 


(e)                Equity Incentive Plan. The Shareholders shall approve a suitable
equity incentive plan covering the Company’s directors, officers, employees and
consultants.


 


(f)                Section 404 Compliance. The Shareholders shall cause the Company to
commence the process of implementation of a system of internal controls over
financial repairing as provided by Section 404 of the Sarbanes-Oxley Act of
2002.


 


(g)                Registration Rights. The Shareholders shall cause the Company to
grant to each of them demand and “piggy-back” rights to have their respective
Shares registered for resale pursuant to the Securities Act following the
expiration of the underwriters’ lock-up in the IPO.


 


(h)                Related Party Transactions. Each of the Shareholders agrees that, prior
to the IPO: (i) the Company shall be prohibited from engaging in any related
party transactions which would be required to be disclosed pursuant Item 404 of
Regulation S-K under the Securities Act of 1933, as amended, except for such
related party transactions that are described in the Company’s Registration
Statement on Form F-l (File No. 333-129768) and that are on terms no less
favorable to the Company than those that would have been obtained in a
comparable transaction on an arms length basis with an unrelated party, and
(ii) it shall do all such acts and things for the purposes of carrying out the
intent of the foregoing clause (i), except in each case as consented to in
writing by the other Shareholder.


 


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2.2           Post-IPO Structure. Upon the closing of the IPO:


 


(a)                Board Membership. The Board shall consist of the seven (7)
directors, who have been previously identified and mutually agreed.


 


(b)                Chairman of the Board. PCG shall be appointed as the Chairman of
the Board.


 


(c)                Chairman of the Audit Committee. Directors proposed by the LLC shall be
named as Chair of the Board’s Audit Committee and as Chair of the Board’s
Nominating Committee.


 


(d)                Removal of Directors. The Company’s Articles of Incorporation
shall provide that directors may not be removed without cause.


 


2.3           Other Management Matters. The Shareholders hereby further agree that:


 


(a)                Employment Agreement. The Shareholders shall cause the Company or
one or more of its operating subsidiaries to enter into a mutually acceptable
employment or consulting agreement with DM.


 


(b)                Administration of the Company. The Shareholders shall cause the Company to
establish its principal executive offices in New York City or elsewhere in the
United States, responsible for the Company’s ultimate administration, financial
reporting and control functions, including preparation of reports to the
Securities and Exchange Commission and other regulatory authorities, and the
Shareholders shall cause all levels of the Company and its subsidiaries to
report up to such principal executive offices.


 


(c)                Reelection of Directors. Both Shareholders shall vote from time to
time in favor of the “Continuing Directors,” where “Continuing Directors” shall
mean the members of the Company’s first post-IPO Board elected in accordance
with the terms of this Agreement and any person subsequently becoming a
director whose election or nomination for election was supported by a majority
of the directors who then comprised the Continuing Directors.


 


ARTICLE 3


 


MISCELLANEOUS


 


3.1           Term. This Agreement shall remain in effect so
long as (a) PCG or a designee of the LLC approved by PCG to substitute for PCG
serves on the Board and (b) the LLC owns at least one percent (1%) of the then
issued and outstanding Common Stock; provided however that this Agreement shall
expire in any event on the fifth anniversary of the closing of the IPO.


 


3.2           Notices. Any and all notices, designations, consents,
offers, acceptances, or any other communication provided for herein shall be made
in writing and shall be deemed to have been duly given and received on the day
on which it is served by personal delivery upon the party


 


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for
whom it is intended, on the third business day after it is mailed by registered
or certified mail, return receipt requested, on the business day after it is
delivered to a national courier service addressed to the party for whom it is
intended, or on the business day on which it is sent by fax; provided that
receipt of the fax is promptly confirmed by answerback, to the person at the address
set forth below, or such other address as may be designated in writing
hereafter, in the same manner, by such person:


 


To
the LLC:


 


AMPNInvest
LLC


AMPNInvest
LLC


c/o
General Maritime Corporation


299
Park Avenue


New
York, NY 10171


Attention:
Peter C. Georgiopoulos


Facsimile:
+1 212-763-5602


 


To
Leveret:


 


Leveret
International Inc.


c/o
Aegean Marine Petroleum Network Inc.


42
Hatzikyriakou Avenue


Piraeus
185 38 Athens


Greece


Attention:
Mr. Dmitris Melisanidis


Facsimile:
+30 210 458-6240


 


In
each case with a copy to:


 


Seward
& Kissel LLP 


One
Battery Park Plaza 


New
York, New York 10004 


Attn:
Gary J. Wolfe, Esq. 


Fax:
+1 (212) 480-8421


 


3.3             Complete Agreement; Amendment. This Agreement constitutes the complete
understanding of the parties with respect to their subject matter and supersede
any other agreement or understanding (written or oral) relating thereto.


 


3.4             Waiver. No failure or delay on the part of either of
the Shareholders in exercising any right, power or privilege hereunder, and no
course of dealing between the Shareholders, shall operate as a waiver thereof
nor shall any single or partial exercise of any right, power or privilege
hereunder preclude the simultaneous or later exercise of any other right, power
or privilege. The rights and remedies herein expressly provided are cumulative
and not exclusive of any rights and remedies which the Shareholders would
otherwise have.


 


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3.5             Governing Law; Waivers. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of New York
without giving effect to the conflict of laws provisions thereof. Each of the
parties hereby submits to personal jurisdiction and waives any objection as to
venue in any court located in the County of New York, State of New York.
Service of process on the parties in any action arising out of or relating to
this Agreement shall be effective if mailed to the parties in accordance with Section 3.2. The parties hereto
waive all right to trial by jury in any action or proceeding to enforce or
defend any rights hereunder.


 


3.6             Remedies. In addition to any remedies either party may
have in law, each party shall be entitled to apply to any court of competent
jurisdiction (without posting bond or other security) to enjoin any actual or
threatened breach or default under this Agreement and shall also be entitled to
specific performance of this Agreement. The remedies provided for herein are
cumulative and are not exclusive of any remedies that may be available to any
party at law or in equity or otherwise.


 


3.7            Benefit and Binding Effect. All of the terms and provisions of this
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and permitted assigns, including any permitted
transferees of their Shares.


 


3.8            Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.


 


3.9            After-Acquired Shares. This Agreement shall apply to all of the
shares of the Company now owned or which may be issued to or acquired by a
Shareholder in consequence of any additional issuance (including, without
limitation, by exercise of an option or any warrant), purchase, exchange,
conversion or reclassification of shares, corporate reorganization, or any
other form of recapitalization, consolidation, merger, share split or share
dividend, or which are acquired by a Shareholder in any other manner.


 


3.10          Applicability to Transferred
Shares. Notwithstanding the
provisions of Section 3.8, effective on the closing of the IPO, this Agreement
shall not apply (i) to shares of the Company that are transferred by a
Shareholder in a bona fide private transaction to a person other than an
affiliate (as defined in Rule 405 under the Securities Act) of that Shareholder
(where a bona fide transaction shall not include a
transaction for the purpose of eliminating the applicability of this Agreement
to such shares), or (ii) to shares of the Company that are sold by a
Shareholder in an open market transaction.


 


3.11          Approvals and Consents. The Shareholders hereby agree, for
themselves, their successors, heirs and legal representatives, to vote at
shareholders’ and directors’ meetings of the Company, to prepare, execute and
deliver or cause to be prepared, executed and delivered such further
instruments and documents, to take such other actions and to amend the
Company’s


 


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Articles of Incorporation
and By-laws as may be reasonably required to more effectively carry out the
intent and purposes of this Agreement and the transactions contemplated hereby.
They further agree to cause the Company to do the same.


 


3.12           Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute but one
and the same instrument.


 


3.13           Waiver and Release. The Shareholders agree that the obligations
of the Shareholders under this Agreement and the Stock Purchase Agreement,
dated as of July 19, 2006, between the Shareholders (the “Stock Purchase
Agreement”) and in connection with the transactions contemplated herein and
therein are the obligations solely of the Shareholders and of no other person.
To the fullest extent permitted by law, each of the Shareholders hereby waives,
releases and discharges the members, stockholders, equity holders, directors,
officers, agents and representatives of the other Shareholder, and each of
their respective affiliates, representatives and successors in interest,
jointly and severally, from any claims and causes of action arising in
connection with or otherwise relating to this Agreement or the Stock Purchase
Agreement or any of the transactions contemplated herein or therein.


 


[Signature
Page Follows]


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.


 


 


	
   

  	
  LEVERET
  INTERNATIONAL INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dimitris
  Melisanidis

  	
   

  
	
   

  	
  Name: Dimitris
  Melisanidis

  
	
   

  	
  Title:   President

  



 


 


	
   

  	
  AMPNINVEST
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter C.
  Georgiopoulos

  	
   

  
	
   

  	
  Name: Peter
  C. Georgiopoulos

  
	
   

  	
  Title:   Managing Member

  



 


 


 


 


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AMENDMENT NO. 1 TO FRAMEWORK AGREEMENT


 


THIS AMENDMENT NO. 1 TO THE FRAMEWORK AGREEMENT (the “Agreement”) is
entered into as of September 28, 2006, by and between AMPNINVEST LLC, a
Marshall Islands limited liability company (the “LLC”), and LEVERET
INTERNATIONAL INC., a Liberian corporation (“Leveret”) (each of the LLC and
Leveret are referred to herein individually as a “Shareholder” and collectively
as the “Shareholders”).


 


W I T N E S S E T H:


 


WHEREAS, the Shareholders entered into the Agreement on July 19, 2006,
in order, inter alia, to establish a framework for the development and
governance of Aegean Marine Petroleum Network Inc. (the “Company”); and


 


WHEREAS, the Shareholders wish further to refine such framework.


 


NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual premises and covenants herein set forth, the parties hereto agree as
follows:


 


1.             Definitions. Except as otherwise set forth
herein, defined terms when used herein shall have the meanings ascribed to them
in the Agreement.


 


2.             Restrictive Legend. Section 1.2(a) of the
Agreement is hereby amended to read in its entirety as follows:


 


(a)           “Agreement
Legend. So long as this Agreement shall remain in effect, each certificate
for Shares held by a Shareholder shall have conspicuously written, printed,
typed or stamped upon the face thereof, or upon the reverse thereof with a
conspicuous reference on the face thereof, the following legend (the “Agreement
Legend”):


 


‘THESE SHARES ARE SUBJECT TO CERTAIN VOTING AND TRANSFER RESTRICTIONS
AS SET FORTH IN THE FRAMEWORK AGREEMENT DATED AS OF JULY 19, 2006, AS FURTHER
AMENDED ON SEPTEMBER 28, 2006, ON FILE WITH THE SECRETARY OF THE CORPORATION.’”


 


3.             Post-IPO Structure. Section
2.2 of the Agreement is hereby amended to read in its entirety as follows:
“Upon the closing of the IPO:


 


(a)           Board
Membership. The Board shall consist of the seven (7) directors, who have
been previously identified and mutually agreed. The majority of the Board shall
meet the independence standards established by the New York Stock Exchange for
corporations that file their annual reports on Form 10-K.


 


(b)           Chairman
of the Board. PCG shall be appointed as the Chairman of the Board.


 


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(c)           Committees.
The Company shall have an Audit Committee, Nominating and Corporate Governance
Committee and Compensation Committee, all meeting the corporate governance
standards established by the New York Stock Exchange for corporations that file
their annual reports on Form 10-K. All of the members of these committees shall
meet the independence requirements established by the New York Stock Exchange
for such corporations.


 


(d)           Committee
Chairs. Directors proposed by the LLC shall be named as Chair of the
Board’s Audit Committee, Nominating and Corporate Governance Committee and
Compensation Committee.


 


(e)           Board
Personnel Matter. DM shall decline to serve on the Board at any time while
this Agreement is in effect.


 


(f)            Removal
of Directors. The Company’s Articles of Incorporation shall provide that
directors may not be removed without cause.”


 


4.             Employment Agreement. Section 2.3(a) of the
Agreement is hereby amended in its entirety to read as follows:


 


“The Shareholders shall cause the Company to enter into an employment
agreement with DM as the Company’s Head of Corporate Development and similar
consulting agreement with DM or a company controlled by DM for the provision of
services outside of Greece in accordance with practice in the Greek shipping
industry. The employment and consulting agreements shall each provide that DM
shall report to the President of the Company and the Board.”


 


5.             Shareholder Votes. The following is added
as Section 2.3(d) of the Agreement:


 


“Both Shareholders shall vote on any and all matters proposed for a
vote or consent of the shareholders of the Company in accordance with the
recommendation of the Board on such matter.”


 


6.             Term. Section 3.1 is hereby amended in its
entirety to read as follows:


 


“This Agreement shall remain in effect so long as (a) PCG or a designee
of the LLC approved by PCG to substitute for PCG serves on the Board and (b)
the LLC or PCG owns at least one percent (1%) of the then issued and
outstanding common Stock; provided, however, that this Agreement shall expire
in any event on the fifth anniversary of the closing of the IPO.”


 


7              Effect of Amendment. This Amendment No. 1
to the Agreement shall take effect immediately upon its execution. Upon its
execution, all reference to “this Agreement” in the Agreement shall be to the
Agreement, as amended by this Amendment No. 1. Except as amended by this
Amendment No. 1, the Agreement shall remain in full force and effect.


 


[Signature Page Follows]


 


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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
1 to the Agreement as of the day and year first above written.


 


	
   

  	
  LEVERET INTERNATIONAL INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dimitris Melisanidis

  	
   

  
	
   

  	
  Name:

  	
  Dimitris Melisanidis

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					



 


	
   

  	
   

  
	
   

  	
  AMPNINVEST LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter C. Georgiopoulos

  	
   

  
	
   

  	
  Name:

  	
  Peter C. Georgiopoulos

  	
   

  
	
   

  	
  Title:

  	
  Managing Member

  	
   

  
					



 


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