PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 21st, 2016 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of June 9, 2016, is entered into by and among Calumet North Dakota, LLC, a Delaware limited liability company (“Seller”); WBI Energy, Inc., a Delaware corporation (“Purchaser” and together with Seller, the “Parties”); and solely for the purposes of Sections 5 and/or 9 of this Agreement, as applicable, MDU Resources Group, Inc., a Delaware corporation (“MDU”); Centennial Energy Holdings, Inc., a Delaware corporation (“Centennial”); and Calumet Specialty Products Partners, L.P., a Delaware limited partnership (“Calumet”). Terms used but not defined herein shall have the meaning set forth in the Limited Liability Company Operating Agreement of Dakota Prairie Refining, LLC, a Delaware limited liability company (the “Company”), dated as of February 7, 2013 (the “LLC Agreement”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT RELATING TOMembership Interest Purchase Agreement • July 21st, 2016 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels)
This Membership Interest Purchase Agreement, dated as of June 24, 2016, is by and among WBI Energy, Inc., a Delaware corporation (the “Seller”) and Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (the “Purchaser”). A term with its initial letter capitalized or initial letters capitalized that is used but not defined in this Agreement has the meaning assigned to that term in ANNEX B.
AMENDMENT No. 1 TO THE PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 21st, 2016 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels)
THIS Amendment No. 1 dated as of June 26, 2016 (this “Amendment”) to the Purchase and Sale Agreement dated June 9, 2016 (the “Original Agreement”) by and among Calumet North Dakota, LLC, a Delaware limited liability company (“Seller”) and WBI Energy, Inc., a Delaware corporation (“Purchaser” and together with Seller, the “Parties”), MDU Resources Group, Inc., Centennial Energy Holdings, Inc., and Calumet Specialty Products Partners, L.P., is entered into by and between Purchaser and Seller in order to provide for the Parties’ agreement to the amendment of Section 2 of the Original Agreement. Capitalized terms used but not defined in this Amendment shall have the meanings given such terms in the Original Agreement.
OverviewMembership Interest Purchase Agreement • July 21st, 2016 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels)
On June 24, 2016, WBI Energy, Inc. (WBI), a subsidiary of MDU Resources Group, Inc. (Company), entered into a membership interest purchase agreement with Tesoro Refining & Marketing Company LLC (Tesoro), an affiliate of Tesoro Corporation, to sell all of the outstanding membership interests in Dakota Prairie Refining, LLC (DPR) to Tesoro. WBI and Calumet North Dakota, LLC, a subsidiary of Calumet Specialty Products Partners, L.P., each previously owned 50 percent of the DPR membership interests and were equal members in building and operating the Dakota Prairie Refinery. To effectuate the sale, WBI acquired Calumet North Dakota’s 50 percent membership interests in DPR on June 27, 2016. The sale of the membership interests to Tesoro closed on June 27, 2016.
