FORM OF AMENDED AND RESTATED CREDIT AGREEMENT dated as of [ ● ], 2015 among EMPIRE PETROLEUM PARTNERS, LP and EMPIRE PETROLEUM SERVICES, LLC, as Borrowers, CERTAIN SUBSIDIARIES OF THE BORROWERS PARTY HERETO FROM TIME TO TIME, as Guarantors THE LENDERS...Credit Agreement • July 31st, 2015 • Empire Petroleum Partners, LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of [ ● ], 2015 (as amended, restated, supplemented, increased, extended or otherwise modified from time to time, this “Agreement”), is entered into by and among EMPIRE PETROLEUM PARTNERS, LP, a Delaware limited partnership (the “MLP Borrower”), and Empire Petroleum Services, LLC, a Delaware limited liability company (the “Subsidiary Borrower”, and together with the MLP Borrower, each a “Borrower” and collectively the “Borrowers”), certain Subsidiaries of the Borrowers from time to time party hereto, as Guarantors, the Lenders from time to time party hereto, REGIONS BANK, as administrative agent (in such capacity, “Administrative Agent”) and collateral agent (in such capacity, “Collateral Agent”).
EMPIRE PETROLEUM PARTNERS, LP [•] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • July 31st, 2015 • Empire Petroleum Partners, LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
Empire Petroleum Partners, LP, a Delaware limited partnership (the “Partnership”), proposes to sell [•] common units (the “Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”). In addition, the Partnership proposes to grant to the Underwriters an option to purchase up to [•] additional Common Units on the terms set forth in Section 2 (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Partnership by the Underwriters.
FORM OF EMPIRE PETROLEUM PARTNERS, LP PHANTOM UNIT AGREEMENTPhantom Unit Agreement • July 31st, 2015 • Empire Petroleum Partners, LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
Pursuant to this Phantom Unit Agreement, dated as of the Grant Date set forth in the Grant Notice below (this “Agreement”), Empire Petroleum Partners GP, LLC (the “Company”), as the general partner of Empire Petroleum Partners, LP (the “Partnership”), hereby grants to the individual identified in the Grant Notice below (the “Participant”) the following award of Phantom Units (“Phantom Units”), pursuant and subject to the terms and conditions of this Agreement and the Empire Petroleum Partners, LP 2015 Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each Phantom Unit granted hereunder shall constitute a Phantom Unit under the terms of the Plan and is hereby granted in tandem with a corresponding DER, as further detailed in Section 3 below. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.
EMPLOYMENT AGREEMENTEmployment Agreement • June 17th, 2015 • Empire Petroleum Partners, LP • Wholesale-petroleum & petroleum products (no bulk stations) • Maryland
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made by and between Empire Petroleum Partners, LLC, a Delaware limited liability company (“Company”), and Travis Booth (“Executive”).
FORM OF CONTRIBUTION, CONVEYANCE, ASSIGNMENT AND ASSUMPTION AGREEMENT By and Among EMPIRE PETROLEUM PARTNERS, LP EMPIRE PETROLEUM PARTNERS GP, LLC EPP – ATLAS ACQUISITION, LLC EPP – BESCHE ACQUISITION LLC EMPIRE PETROLEUM OPERATING, LLC EMPIRE...Assignment and Assumption Agreement • July 31st, 2015 • Empire Petroleum Partners, LP • Wholesale-petroleum & petroleum products (no bulk stations)
This Contribution, Conveyance, Assignment and Assumption Agreement, dated as of August [ ● ], 2015 (this “Agreement”), is by and among Empire Petroleum Partners, LP, a Delaware limited partnership (the “Partnership”), Empire Petroleum Partners GP, LLC, a Delaware limited liability company (the “General Partner”), EPP – Atlas Acquisition, LLC, a Delaware limited liability company (“EPP Atlas”), EPP – Besche Acquisition LLC, a Delaware limited liability company (“EPP Besche”), Empire Petroleum Operating, LLC, a Delaware limited liability company (“OpCo”), Empire Petroleum Services, LLC, a Delaware limited liability company (“Services”), Empire Petroleum Fuel Distribution, LLC, a Delaware limited liability company (“Distribution”), EPP – Texas Acquisition, LLC, a Delaware limited liability company (“EPP Texas”), EPP Leasing I, LLC, a Maryland limited liability company (“EPP Leasing”), EPP Leasing – 1550 Lilburn Stone Mountain, LLC, a Delaware limited liability company (“Lilburn”), EPP – R
FORM OF OMNIBUS AGREEMENT by and among EMPIRE PETROLEUM PARTNERS, LLC; EMPIRE PETROLEUM PARTNERS, LP; and EMPIRE PETROLEUM PARTNERS GP, LLCOmnibus Agreement • July 31st, 2015 • Empire Petroleum Partners, LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This OMNIBUS AGREEMENT (“Agreement”) is entered into as of the Effective Date by and among EMPIRE PETROLEUM PARTNERS, LLC, a Delaware limited liability company (“Empire”), EMPIRE PETROLEUM PARTNERS GP, LLC, a Delaware limited liability company (the “General Partner”), and EMPIRE PETROLEUM PARTNERS, LP, a Delaware limited partnership (the “Partnership”).
LIMITED PARTNERSHIP AGREEMENT OF EMPIRE PETROLEUM PARTNERS, LPLimited Partnership Agreement • June 17th, 2015 • Empire Petroleum Partners, LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This LIMITED PARTNERSHIP AGREEMENT (this “Agreement”), dated April 28, 2015, of Empire Petroleum Partners, LP (the “Partnership”) is entered into by and between Empire Petroleum Partners GP, LLC, a Delaware limited liability company, as general partner of the Partnership (the “General Partner”), and Empire Petroleum Partners, LLC, a Delaware limited liability company, as limited partner of the Partnership (the “Limited Partner”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 17th, 2015 • Empire Petroleum Partners, LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made by and between EMPIRE PETROLEUM PARTNERS, LLC, a Delaware limited liability company (“Company”), and ROLAND HO (“Employee”).
FORM OF EMPIRE PETROLEUM PARTNERS GP, LLC SUBSCRIPTION AGREEMENTSubscription Agreement • July 31st, 2015 • Empire Petroleum Partners, LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
All capitalized terms used in this Subscription Agreement, which includes the Subscription Notice, the Joinder and the attachments hereto titled “Terms and Conditions of Subscription Agreement” (collectively, the “Agreement”), but not defined herein, shall have the meanings provided in the First Amended and Restated Limited Liability Company Agreement of Empire Petroleum Partners GP, LLC (as it may be amended or restated from time to time, the “LLC Agreement”). In the event of any conflict between the terms of this Agreement and the LLC Agreement, the terms of the LLC Agreement shall control. Except where the context requires otherwise, all references to “Units” in this Agreement shall mean the Class B Units purchased by the Purchaser under this Agreement.
AMENDMENT NO. 1 TO CONTRIBUTION AND SALE AGREEMENTContribution and Sale Agreement • June 17th, 2015 • Empire Petroleum Partners, LP • Wholesale-petroleum & petroleum products (no bulk stations)
THIS AMENDMENT NO. 1 TO CONTRIBUTION AND SALE AGREEMENT (this “Amendment”) is made as of the 12th day of January, 2015, by and among each of the parties to the Contribution and Sale Agreement, dated as of November 26, 2014 (as amended, the “Contribution Agreement”), by and among Empire Petroleum Partners, LLC, a Delaware limited liability company (“EPP”), Atlas Oil Company, a Michigan corporation (“Atlas”), B&R Oil Company, Inc., an Indiana corporation (“B&R”), Fast Track Ventures, LLC, a Michigan limited liability company (“FT Ventures”) and Atlas EPP Holdings, Inc., a Michigan corporation (“AE Holdings” and together with FT Ventures, B&R and Atlas, collectively, “Company”). Any capitalized term used but not otherwise defined in this Amendment shall have the meaning given to such term in the Contribution Agreement.
FORM OF FUEL SUPPLY AGREEMENTForm of Fuel Supply Agreement • July 31st, 2015 • Empire Petroleum Partners, LP • Wholesale-petroleum & petroleum products (no bulk stations)
This Fuel Supply Agreement (the “Agreement”), effective as of August [ ● ], 2015 (the “Effective Date”), is made and entered into between Empire Petroleum Fuel Distribution, LLC, a Delaware limited liability company (the “Seller”), Quik-Way Retail Associates II, Ltd., a Texas limited partnership (“QWRA II”), and Empire Commercial Fueling, LLC, a Maryland limited liability company (“ECF” and together with QWRA II, the “Purchasers” and each a “Purchaser”), each with a business address of 8350 North Central Expressway, Suite M2185, Dallas, Texas 75206. The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Seller, Purchasers and Empire Petroleum Services, LLC (“Empire Services”) are subsidiaries of Empire Petroleum Partners, LP (the “Partnership”). Each of ECF and QWRA II are wholly owned subsidiaries of Empire Services.
CONTRIBUTION AND SALE AGREEMENT Among ATLAS OIL COMPANY, B&R OIL COMPANY, INC., FAST TRACK VENTURES, LLC, And ATLAS EPP HOLDINGS, INC. (COLLECTIVELY, “COMPANY”) And EMPIRE PETROLEUM PARTNERS, LLC (“EPP”) Dated as of November 26, 2014Contribution and Sale Agreement • June 17th, 2015 • Empire Petroleum Partners, LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
FORM OF FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EMPIRE PETROLEUM PARTNERS GP, LLC A Delaware Limited Liability Company Dated as of [●], 2015Limited Liability Company Agreement • July 31st, 2015 • Empire Petroleum Partners, LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Empire Petroleum Partners GP, LLC (the “Company”), a limited liability company organized under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended (the “Act”), is made and entered into as of this [ ● ] day of [ ● ], 2015 by Empire Petroleum Partners, LLC, a Delaware limited liability company (“Empire”), and the individuals listed on Exhibit A hereto (each, a “Management Member,” and collectively, “Management”).
