SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF USD PARTNERS LP A Delaware Limited Partnership Dated as of October 15, 2014Limited Partnership Agreement • October 21st, 2014 • USD Partners LP • Railroad switching & terminal establishments • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF USD PARTNERS LP dated as of October 15, 2014, is entered into by and between USD Partners GP LLC, a Delaware limited liability company, as the General Partner, USD Group LLC, a Delaware limited liability company, as the Organizational Limited Partner, and the other Limited Partners party hereto, 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:
CREDIT AGREEMENT Dated as of October 15, 2014 among USD PARTNERS LP and USD TERMINALS CANADA ULC, as Borrowers CITIBANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, U.S. BANK NATIONAL ASSOCIATION, as L/C Issuer and The Other...Credit Agreement • October 21st, 2014 • USD Partners LP • Railroad switching & terminal establishments • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 15, 2014, among USD PARTNERS LP, a Delaware limited partnership (the “US Borrower”), and USD TERMINALS CANADA ULC, an unlimited liability company subsisting under the laws of the Province of British Columbia, Canada (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), CITIBANK, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and U.S. BANK NATIONAL ASSOCIATION, as an L/C Issuer.
OMNIBUS AGREEMENTOmnibus Agreement • October 21st, 2014 • USD Partners LP • Railroad switching & terminal establishments • Texas
This Omnibus Agreement (“Agreement”) is entered into on, and effective as of, October 15, 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”).
OFFER TO PURCHASE AND AGREEMENT OF PURCHASE AND SALE ARTICLE 1 OFFER AND ACCEPTANCEPurchase and Sale Agreement • October 21st, 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.”
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” Dated as...Development Rights and Cooperation Agreement • October 21st, 2014 • USD Partners LP • Railroad switching & terminal establishments • Alberta
THIS DEVELOPMENT RIGHTS AND COOPERATION AGREEMENT (“Agreement”) is made and entered into as of October 16, 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 • October 21st, 2014 • USD Partners LP • Railroad switching & terminal establishments
This Contribution, Conveyance and Assumption Agreement, dated as of October 15, 2014 (as amended or supplemented from time to time, 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.
