TERMINAL OPERATING AGREEMENTTerminal Operating Agreement • September 24th, 2013 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Massachusetts
This TERMINAL OPERATING AGREEMENT (“Operating Agreement”), dated as of , 2013, is by and among SPRAGUE MASSACHUSETTS PROPERTIES LLC (“SPRAGUE MASSACHUSETTS”), a Delaware limited liability company, having its principal place of business at 2 International Drive, Suite 200, Portsmouth, New Hampshire 03801, SPRAGUE RESOURCES HOLDINGS LLC (“SPRAGUE HOLDINGS”), a Delaware limited liability company, having its principal place of business at 2 International Drive, Suite 200, Portsmouth, New Hampshire 03801, and SPRAGUE OPERATING RESOURCES LLC (“SPRAGUE OPERATING RESOURCES”), a Delaware limited liability company, having its principal place of business at 2 International Drive, Suite 200, Portsmouth, New Hampshire, 03801. SPRAGUE RESOURCES, SPRAGUE HOLDINGS and SPRAGUE MASSACHUSETTS are collectively referred to herein as the “Parties.”
OMNIBUS AGREEMENTOmnibus Agreement • September 24th, 2013 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals
This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, , 2013 among Axel Johnson Inc. (“Axel Johnson”), Sprague Resources Holdings LLC, a Delaware limited liability company (“Sprague Holdings”), Sprague Resources LP, a Delaware limited partnership (the “Partnership”), and Sprague Resources GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
SERVICES AGREEMENTServices Agreement • September 24th, 2013 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • New Hampshire
THIS IS AN AGREEMENT dated as of , 2013 by and among Sprague Resources GP LLC, a Delaware limited liability company (“SRGP”), Sprague Resources LP, a Delaware limited partnership (the “Partnership”), Sprague Resources Holdings LLC, a Delaware limited liability company (“Sprague Holdings”), and Sprague Energy Solutions Inc., a Delaware corporation (“Sprague Solutions”).
FORM OF CREDIT AGREEMENT among SPRAGUE OPERATING RESOURCES LLC, as Borrower, and The Several Lenders from time to time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, and JPMORGAN CHASE BANK, N.A. and BNP PARIBAS, as...Credit Agreement • September 24th, 2013 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • New York
CREDIT AGREEMENT, dated as of October [ ], 2013, among SPRAGUE OPERATING RESOURCES LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement, as lenders (the “Lenders”), JPMORGAN CHASE BANK, N.A., (“JPMorgan Chase Bank”), as administrative agent (together with any successor Administrative Agent appointed pursuant to Section 10.9, in such capacity the “Administrative Agent”), JPMORGAN CHASE BANK and BNP PARIBAS (“BNP Paribas”), as Co-Collateral agents (together with any successor Co-Collateral Agent appointed pursuant to Section 10.9, in such capacities the “Co-Collateral Agents”), NATIXIS, RBS CITIZENS, N.A. and WELLS FARGO BANK, N.A. , as co-syndication agents (in such capacities, the “Co-Syndication Agents”) and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, STANDARD CHARTERED BANK and SOCIÉT
FORM OF SPRAGUE RESOURCES LP PHANTOM UNIT AGREEMENTPhantom Unit Agreement • September 24th, 2013 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Delaware
This Phantom Unit Agreement (this “Agreement”) is made and entered into by and between Sprague Resources GP LLC, a Delaware limited liability company (the “General Partner”), and [ ] (the “Service Provider”). This Agreement is effective as of the [ ] day of [ ], 20[ ] (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among SPRAGUE RESOURCES LP, SPRAGUE RESOURCES GP LLC, AXEL JOHNSON INC., SPRAGUE INTERNATIONAL PROPERTIES LLC, SPRAGUE CANADIAN PROPERTIES LLC, SPRAGUE RESOURCES HOLDINGS LLC, And SPRAGUE...Contribution, Conveyance and Assumption Agreement • September 24th, 2013 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Delaware
This Contribution, Conveyance and Assumption Agreement, dated as of , 2013 (this “Agreement”), is by and among Sprague Resources LP, a Delaware limited partnership (the “Partnership”), Sprague Resources GP LLC, a Delaware limited liability company (the “General Partner”), Axel Johnson Inc., a Delaware corporation (“AJI”), Sprague International Properties LLC, a Delaware limited liability company (the “SPV”), Sprague Canadian Properties LLC, a Delaware limited liability company (the “SPV2”), Sprague Resources Holdings LLC, a Delaware limited liability company (“Holdings”), and Sprague Operating Resources LLC, a Delaware limited liability company (the “OLLC”). The above named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
FORM OF SPRAGUE RESOURCES LP RESTRICTED UNIT AGREEMENTRestricted Unit Agreement • September 24th, 2013 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Delaware
This Restricted Unit Agreement (this “Agreement”) is made and entered into by and between Sprague Resources GP LLC, a Delaware limited liability company (the “General Partner”) and [ ] (the “Service Provider”). This Agreement is effective as of the [ ] day of [ ], 20[ ] (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
