USD Partners LP Sample Contracts

USD Partners LPTHIRD AMENDMENT TO FACILITIES CONNECTION AGREEMENT (May 7th, 2020)

THIS THIRD AMENDMENT TO FACILITIES CONNECTION AGREEMENT (this "Third Amendment") is made effective as of the 9th day of April, 2020 (the "Third Amendment Effective Date").

USD Partners LPSECOND AMENDMENT TO FACILITIES CONNECTION AGREEMENT (March 5th, 2020)

THIS SECOND AMENDMENT TO FACILITIES CONNECTION AGREEMENT (this "Second Amendment") is made effective at of the 23rd day of August, 2019 (the “Second Amendment Effective Date”).

USD Partners LPFIRST AMENDMENT TO FACILITIES CONNECTION AGREEMENT (March 7th, 2019)

THIS FIRST AMENDMENT TO FACILITIES CONNECTION AGREEMENT (this "First Amendment") is made effective as of the day of , 20 (the “First Amendment Effective Date”).

USD Partners LPAMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 2, 2018 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 and BANK OF ... (November 8th, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of November 2, 2018, 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, U.S. BANK NATIONAL ASSOCIATION, as an L/C Issuer, and BANK OF MONTREAL, as an L/C Issuer.

USD Partners LPMARKETING SERVICES AGREEMENT (August 8th, 2017)

This Marketing Services Agreement (this “Agreement”) is entered into as of May 31, 2017 (“Effective Date”) by and between USD Marketing LLC, a Delaware limited liability company (“USDM”) and Stroud Crude Terminal LLC, a Delaware limited liability company (“SCT”). USDM and SCT are individually referred to herein as a “Party” and collectively as the “Parties”.

USD Partners LP3,000,000 Common Units USD PARTNERS LP UNDERWRITING AGREEMENT (June 12th, 2017)
USD Partners LPREGISTRATION RIGHTS AGREEMENT (November 17th, 2015)

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of November 17, 2015, by and between USD Partners LP, a Delaware limited partnership (the “Partnership”), and Cogent Energy Solutions, LLC, a Delaware limited liability company (“Cogent”).

USD Partners LPTRANSITION SERVICES AGREEMENT (November 17th, 2015)

This TRANSITION SERVICES AGREEMENT (“Agreement”) is entered into on November 17, 2015 by and between Cogent Energy Solutions, LLC, a Delaware limited liability company (“Contractor”), and Casper Crude to Rail, LLC, a Wyoming limited liability company (the “Company”). Contractor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

USD Partners LPAGREEMENT (November 17th, 2015)

This AGREEMENT (this “Agreement”) is made and entered into as of November 17, 2015, by and among Cogent Energy Solutions, LLC, a Delaware limited liability company (“Cogent”), Randy Balhorn (“Balhorn”), Steve Magness (“Magness” and, together with Cogent and Balhorn, the “Cogent Group Members”), USD Group, LLC, a Delaware limited liability company (solely with respect to Section 2) (“USD Group”), and USDP CCR LLC, a Delaware limited liability company (“Buyer”). Cogent, Balhorn, Magness and Buyer are sometimes referred to in this Agreement together as the “Parties” and individually as a “Party.” Capitalized terms used in this Agreement but not defined herein shall have the respective meanings given to such terms in the MIPA (as defined below).

USD Partners LPCOMMITMENT INCREASE AND AMENDMENT NO. 1 TO CREDIT AGREEMENT (November 13th, 2015)

This COMMITMENT INCREASE AND AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated effective as of November 13, 2015 (the “Effective Date”), is by and among USD Partners LP, a Delaware limited partnership (the “US Borrower”), 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”), the Guarantors party hereto, the Lenders party hereto, and Citibank, N.A., as a letter of credit issuer, as swing line lender, as a lender, as an increasing lender, and as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

USD Partners LPMembership Interest Purchase Agreement between (October 13th, 2015)

This Membership Interest Purchase Agreement (this “Agreement”), dated as of October 12, 2015 (the “Effective Date”), is entered into by and between Casper Crude to Rail Holdings, LLC, a Delaware limited liability company (“Seller”) and USDP CCR LLC, a Delaware limited liability company (“Buyer”).

USD Partners LPOFFER TO PURCHASE AND AGREEMENT OF PURCHASE AND SALE ARTICLE 1 OFFER AND ACCEPTANCE (October 21st, 2014)

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.”

USD Partners LPCONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (October 21st, 2014)

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.

USD Partners LPDEVELOPMENT 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 of ... (October 21st, 2014)

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.”

USD Partners LPCREDIT 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 Lenders ... (October 21st, 2014)

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.

USD Partners LPSECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF USD PARTNERS LP A Delaware Limited Partnership Dated as of October 15, 2014 (October 21st, 2014)

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:

USD Partners LPOMNIBUS AGREEMENT (October 21st, 2014)

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”).

USD Partners LPUSD PARTNERS LP 9,120,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (October 15th, 2014)
USD Partners LPFORM OF CREDIT AGREEMENT Dated as of , 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 Lenders ... (September 30th, 2014)

This CREDIT AGREEMENT (“Agreement”) is entered into as of [ ], 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.

USD Partners LPFORM OF OFFER TO PURCHASE AND AGREEMENT OF PURCHASE AND SALE ARTICLE 1 OFFER AND ACCEPTANCE (September 30th, 2014)

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.”

USD Partners LPFORM 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” ... (September 22nd, 2014)

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.”

USD Partners LPCONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (September 22nd, 2014)

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.

USD Partners LPFORM OF OMNIBUS AGREEMENT (September 22nd, 2014)

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”).

USD Partners LPFACILITIES CONNECTION AGREEMENT BETWEEN USD TERMINALS CANADA INC. -AND- GIBSON ENERGY PARTNERSHIP JUNE 4, 2013 (September 22nd, 2014)

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.

USD Partners LPSERVICES AGREEMENT BETWEEN USD TERMINALS CANADA ULC AND USD MARKETING LLC (August 29th, 2014)

If any section or provision of this Agreement or any exhibit or rider hereto shall be determined to be invalid by Applicable Law, then for such period that the same is invalid, it shall be deemed to be deleted from this Agreement and the remaining portions of this Agreement shall remain in full force and effect.

USD Partners LPFACILITIES CONNECTION AGREEMENT BETWEEN USD TERMINALS CANADA INC. -AND- GIBSON ENERGY PARTNERSHIP JUNE 4, 2013 (August 29th, 2014)

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.