FORM OF OMNIBUS AGREEMENTOmnibus Agreement • September 22nd, 2014 • USD Partners LP • Railroad switching & terminal establishments • Texas
This Omnibus Agreement (“Agreement”) is entered into on, and effective as of, , 2014 (the “Closing Date”) among US Development Group, LLC, a Delaware limited liability company (“US Development”), USD Group LLC, a Delaware limited liability company (“USD”), USD Partners LP, a Delaware limited partnership (the “Partnership”), USD Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and USD Logistics Operations LP, a Delaware limited partnership (the “Operating Partnership”) and, together with US Development, USD, the Partnership and the General Partner, the “Parties” and each a “Party”).
FACILITIES CONNECTION AGREEMENT BETWEEN USD TERMINALS CANADA INC. -AND- GIBSON ENERGY PARTNERSHIP JUNE 4, 2013Facilities Connection Agreement • September 22nd, 2014 • USD Partners LP • Railroad switching & terminal establishments • Alberta
This Facilities Connection Agreement dated as of June 4, 2013 (the “Effective Date”) is made by and between USD Terminals Canada Inc. (“USD”), a British Columbia corporation and Gibson Energy Partnership (“Gibson”), an Alberta general partnership.
FORM OF DEVELOPMENT RIGHTS AND COOPERATION AGREEMENT BETWEEN USD TERMINALS CANADA ULC, a British Columbia unlimited liability company as “Current Operator” AND USD TERMINALS CANADA II ULC, a British Columbia unlimited liability company as “Developer”...Development Rights and Cooperation Agreement • September 22nd, 2014 • USD Partners LP • Railroad switching & terminal establishments • Alberta
THIS DEVELOPMENT RIGHTS AND COOPERATION AGREEMENT (“Agreement”) is made and entered into as of , 2014 (the “Effective Date”), by and between USD TERMINALS CANADA ULC, a British Columbia unlimited liability company (together with its successors and assigns, “Current Operator”), and USD TERMINALS CANADA II ULC, a British Columbia unlimited liability company (together with its successors and assigns, “Developer”). Current Operator and Developer are sometimes referred to herein, collectively as the “Parties,” and individually, as a “Party.”
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • September 22nd, 2014 • USD Partners LP • Railroad switching & terminal establishments
This Contribution, Conveyance and Assumption Agreement, dated as of , 2014 (this “Agreement”), is by and among US Development Group, LLC, a Delaware limited liability company (“USD”), USD Group LLC, a Delaware limited liability company (“USDG”), USD Partners GP LLC, a Delaware limited liability company (the “General Partner”), USD Partners LP, a Delaware limited partnership (the “Partnership”), and USD Logistics Operations LP, a Delaware limited partnership (“Opco”). 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.
