FORM OF RIGHTS AGREEMENT dated as of between MAXUM PETROLEUM HOLDINGS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY Rights AgentRights Agreement • January 8th, 2008 • Maxum Petroleum Holdings, Inc. • Wholesale-petroleum bulk stations & terminals • Delaware
RIGHTS AGREEMENT, dated as of [•], 2008 (this “Agreement”), between Maxum Petroleum Holdings, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
AMENDED AND RESTATED FUEL NETWORK AFFILIATION AGREEMENT by and between SIMONS PETROLEUM, INC. and TA OPERATING CORPORATIONFuel Network Affiliation Agreement • January 8th, 2008 • Maxum Petroleum Holdings, Inc. • Wholesale-petroleum bulk stations & terminals • Oklahoma
This Amended and Restated Fuel Network Affiliation Agreement (this “Agreement”) is entered into as of this 30th day of September, 2005 by and between Simons Petroleum, Inc., an Oklahoma corporation, with its principal place of business at 1120 N.W. 63rd, Suite 300, Oklahoma City, Oklahoma 73116 (“Supplier”), and TA Operating Corporation, a Delaware corporation, with its principal place of business at 24601 Center Ridge Road, Suite 200, Westlake, Ohio 44145 (“Retailer”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 8th, 2008 • Maxum Petroleum Holdings, Inc. • Wholesale-petroleum bulk stations & terminals • Delaware
This Indemnification Agreement (this “Agreement”), dated as of [ ], 2008, by and between Maxum Petroleum Holdings, Inc. (the “Company”) and [ ] (the “Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 8th, 2008 • Maxum Petroleum Holdings, Inc. • Wholesale-petroleum bulk stations & terminals • Delaware
This Indemnification Agreement (this “Agreement”), dated as of [ ], 2008, by and between Maxum Petroleum Holdings, Inc. (the “Company”) and [ ] (the “Indemnitee”).
December 6, 2007Professional Services Agreement • January 8th, 2008 • Maxum Petroleum Holdings, Inc. • Wholesale-petroleum bulk stations & terminals
Each of the undersigned makes reference to that certain Professional Services Agreement, dated as of September 18, 2006 (as amended by that certain Letter Agreement dated as of April 27, 2007, the “PSA”), by and among SPI Petroleum LLC (“SPI”), Simons Petroleum, Inc. (“Simons”), Maxum Petroleum, Inc. (the “Company”) and the Providers. Capitalized terms used but not defined in this letter agreement have the meanings given to them in the PSA. Each of the parties to the PSA hereby agrees to the following:
