FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WORLD POINT TERMINALS, LP A Delaware Limited Partnership Dated as ofWorld Point Terminals, LP • July 23rd, 2013 • Wholesale-petroleum bulk stations & terminals • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WORLD POINT TERMINALS, LP dated as of [ — ], 2013, is entered into by and between WPT GP, LLC, a Delaware limited liability company, as the General Partner, and World Point Terminals, Inc., a Delaware corporation, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
WORLD POINT TERMINALS, LP (a Delaware limited partnership) [—] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • July 23rd, 2013 • World Point Terminals, LP • Wholesale-petroleum bulk stations & terminals • New York
The undersigned, a unitholder of World Point Terminals, LP, a Delaware limited partnership (the “Partnership”), and an officer and/or director of WPT GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated [and [insert name(s) of other lead manager(s)] (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Partnership and the Selling Unitholder providing for the public offering of common units representing limited partner interests of the Partnership (the “Common Units”). In recognition of the benefit that such an offering will confer upon the undersigned as a unitholder of the Partnership and an officer and/or director of the General Partner, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter t
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTConveyance and Assumption • July 23rd, 2013 • World Point Terminals, LP • Wholesale-petroleum bulk stations & terminals
This Contribution, Conveyance and Assumption Agreement, dated as of [ — ], 2013 (this “Agreement”), is by and among World Point Terminals, LP, a Delaware limited partnership (the “Partnership”), WPT GP, LLC, a Delaware limited liability company (the “General Partner”), World Point Terminals, Inc., a Delaware corporation (“WPTI”), CPT 2010, LLC, a Missouri limited liability company (“CPT 2010”), and Center Point Terminal Company, LLC, a Delaware limited liability company (“OLLC”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
OMNIBUS AGREEMENTOmnibus Agreement • July 23rd, 2013 • World Point Terminals, LP • Wholesale-petroleum bulk stations & terminals • Missouri
This Omnibus Agreement (this “Agreement”) is entered into on, and effective as of, the Closing Date among Apex Oil Company Inc., a Missouri corporation (“Apex”), World Point Terminals, Inc., a Delaware corporation (“WPTI”), World Point Terminals, LP, a Delaware limited partnership (the “Partnership”), WPT GP, LLC, a Delaware limited liability company (the “General Partner”), CPT 2010, LLC, a Missouri limited liability company (“CPT 2010”), and Center Point Terminal Company LLC, a Delaware limited liability company (the “Operating Company”).
