FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SPRAGUE RESOURCES LPSprague Resources LP • November 5th, 2013 • Wholesale-petroleum bulk stations & terminals • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SPRAGUE RESOURCES LP, dated as of October 30, 2013, is entered into by and between Sprague Resources GP LLC, a Delaware limited liability company, as the General Partner, and the Initial Limited Partners (as defined herein), 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:
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SPRAGUE RESOURCES GP LLCLimited Liability Company Agreement • November 5th, 2013 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILTY COMPANY AGREEMENT of Sprague Resources GP LLC, a Delaware limited liability company (the “Company”), dated as of October 30, 2013, is entered into by Sprague Resources Holdings LLC, a Delaware limited liability company (“Holdings”), as sole member of the Company as of the date hereof (in such capacity, the “Sole Member”).
OMNIBUS AGREEMENTOmnibus Agreement • November 5th, 2013 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals
This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, October 30, 2013 among Axel Johnson Inc., a Delaware corporation (“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.”
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 Co-Collateral...Credit Agreement • November 5th, 2013 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • New York
CREDIT AGREEMENT, dated as of October 30, 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 SOCIÉTÉ
SERVICES AGREEMENTServices Agreement • November 5th, 2013 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • New Hampshire
THIS IS AN AGREEMENT dated as of October 30, 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”).
TERMINAL OPERATING AGREEMENTTerminal Operating Agreement • November 5th, 2013 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Massachusetts
This TERMINAL OPERATING AGREEMENT (“Operating Agreement”), dated as of October 30, 2013, is by and between 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, 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 OPERATING RESOURCES and SPRAGUE MASSACHUSETTS are collectively referred to herein as the “Parties.”
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 MASSACHUSETTS PROPERTIES LLC, SPRAGUE...Conveyance and Assumption • November 5th, 2013 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Delaware
