REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 28th, 2014 • PES Logistics Partners LP • Pipe lines (no natural gas) • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of , 2014, by and between PES Logistics Partners, L.P., a Delaware limited partnership (the “Partnership”), and PES Holdings, LLC, a Delaware limited liability company (“Holdings”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Between PES HOLDINGS, LLC AND NORTH YARD LOGISTICS, L.P. Dated as of January 1, 2015Contribution, Conveyance and Assumption Agreement • February 25th, 2015 • PES Logistics Partners LP • Pipe lines (no natural gas)
This Contribution, Conveyance and Assumption Agreement, dated as of January 1, 2015 (this “Agreement”), is entered into by and between PES Holdings, LLC, a Delaware limited liability company (“Holdings”), and North Yard Logistics, L.P., a Delaware limited partnership (“North Yard”). The above-named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NORTH YARD LOGISTICS, L.P.Limited Partnership Agreement • October 28th, 2014 • PES Logistics Partners LP • Pipe lines (no natural gas) • Delaware
This FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”), dated , 2014, of North Yard Logistics, L.P. (the “Partnership”) is entered into by and among North Yard GP, LLC, a Delaware limited liability company, as general partner of the Partnership (the “General Partner”), PES Holdings, LLC, a Delaware limited liability company (“PES Holdings”), and PES Logistics Partners, L.P., a Delaware limited partnership (“MLP”), as limited partners of the Partnership (each, a “Limited Partner”, and together, the “Limited Partners”).
LIMITED PARTNERSHIP AGREEMENT OF PES LOGISTICS PARTNERS, L.P.Limited Partnership Agreement • October 28th, 2014 • PES Logistics Partners LP • Pipe lines (no natural gas) • Delaware
This LIMITED PARTNERSHIP AGREEMENT (this “Agreement”), dated July 10, 2014, of PES Logistics Partners, L.P. (the “Partnership”) is entered into by and among PES Logistics GP, LLC, a Delaware limited liability company, as general partner of the Partnership (the “General Partner”), PES Holdings, LLC, a Delaware limited liability company (“Holdings”), and PESRM Holdings, LLC, a Delaware limited liability company (“PESRM Holdings”), as limited partners of the Partnership. Each of Holdings and PESRM Holdings is sometimes referred to herein as a “Limited Partner” and, collectively, as the “Limited Partners”.
