AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BP MIDSTREAM PARTNERS LPAgreement • November 1st, 2017 • BP Midstream Partners LP • Pipe lines (no natural gas) • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BP MIDSTREAM PARTNERS LP dated as of October 30, 2017, is entered into by and between BP Midstream Partners GP LLC, a Delaware limited liability company, as the General Partner, and BP Midstream Partners Holdings LLC, a Delaware limited liability company, as the Organizational Limited Partner, 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:
AGREEMENT AND PLAN OF MERGER by and among BP P.L.C., BP MIDSTREAM RTMS LLC, BP MIDSTREAM PARTNERS HOLDINGS LLC, BP MIDSTREAM PARTNERS GP LLC, and BP MIDSTREAM PARTNERS LP December 19, 2021Agreement and Plan of Merger • December 20th, 2021 • BP Midstream Partners LP • Pipe lines (no natural gas) • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of December 19, 2021 (this “Agreement”), is entered into by and among BP p.l.c., a public limited company incorporated under the laws of England and Wales (“Parent”), BP Midstream Partners Holdings LLC, a Delaware limited liability company and indirect wholly owned Subsidiary of Parent (“Holdings”), BP Midstream RTMS LLC, a Delaware limited liability company and a wholly owned Subsidiary of Holdings (“Merger Sub”), BP Midstream Partners LP, a Delaware limited partnership (the “Partnership”), and BP Midstream Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). Certain capitalized terms used in this Agreement are defined in Article I.
THROUGHPUT AND DEFICIENCY AGREEMENTThroughput and Deficiency Agreement • November 5th, 2020 • BP Midstream Partners LP • Pipe lines (no natural gas) • Illinois
This Throughput and Deficiency Agreement (hereinafter referred to as the “Agreement”) is effective as of January 1, 2021 (the “Effective Date”), by and between BP Midstream Partners LP, (“CARRIER”), with offices at 150 W. Warrenville Road, Naperville, Illinois 60563, and BP Products North America Inc. (“SHIPPER”) with offices at 30 South Wacker Dr., Suite 900, Chicago, Illinois 60606, both sometimes referred to individually as a “Party” and collectively as the “Parties.”
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTLimited Liability Company Agreement • November 1st, 2017 • BP Midstream Partners LP • Pipe lines (no natural gas) • Delaware
This Second Amended and Restated Limited Liability Company Agreement of Mardi Gras Transportation System Company LLC (the “Company”), dated effective as of , 2017 (the “Effective Date”), is entered into by and between The Standard Oil Company, an Ohio corporation (“Standard Oil”), BP Pipelines (North America) Inc., a Maine corporation (“BP Pipelines”), and BP Midstream Partners LP, a Delaware limited partnership (“BPMP”). Standard Oil, BP Pipelines and BPMP are each referred to herein as, a “Member” and collectively, as “Members” of the Company. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 25th, 2017 • BP Midstream Partners LP • Pipe lines (no natural gas) • Delaware
INDEMNIFICATION AGREEMENT (this “Agreement”), made and executed as of _______________, by and between BP Midstream Partners LP, a Delaware limited partnership (the “Partnership”), BP Midstream Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and ______________, an individual resident of the State of ______________ (the “Indemnitee”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BP MIDSTREAM PARTNERS LPAgreement • December 6th, 2017 • BP Midstream Partners LP • Pipe lines (no natural gas) • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BP MIDSTREAM PARTNERS LP dated as of October 30, 2017, is entered into by and between BP Midstream Partners GP LLC, a Delaware limited liability company, as the General Partner, and BP Midstream Partners Holdings LLC, a Delaware limited liability company, as the Organizational Limited Partner, 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:
SUPPORT AGREEMENTSupport Agreement • December 20th, 2021 • BP Midstream Partners LP • Pipe lines (no natural gas)
THIS SUPPORT AGREEMENT, dated as of December 19, 2021 (this “Agreement”), is entered into by and between BP Midstream Partners LP, a Delaware limited partnership (the “Partnership”), and BP Midstream Partners Holdings LLC, a Delaware limited liability company (“Holdings” or the “Unitholder”).
BP MIDSTREAM PARTNERS LP FORM OF PHANTOM UNIT AGREEMENT (Non-Employee Director)Unit Agreement • October 30th, 2017 • BP Midstream Partners LP • Pipe lines (no natural gas) • Delaware
This Phantom Unit Agreement (this “Agreement”) is made and entered into by and between BP Midstream Partners GP LLC, a Delaware limited liability company (the “General Partner”), and (the “Grantee”). This Agreement is effective as of the day of , (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
BP Midstream Partners LP 42,500,000 Common Units Representing Limited Partner Interests Underwriting AgreementBP Midstream Partners LP • October 31st, 2017 • Pipe lines (no natural gas) • New York
This letter is being delivered to you in connection with the proposed underwriting agreement (the “Underwriting Agreement”), among BP Pipelines (North America) Inc., BP Midstream Partners Holdings LLC, BP Midstream Partners GP LLC (the “General Partner”), BP Midstream Partners LP (the “Partnership”), and you as representatives of a group of Underwriters named therein, relating to an underwritten public offering (the “Offering”) of common units representing limited partner interests in the Partnership (the “Common Units”).
OMNIBUS AGREEMENTOmnibus Agreement • November 1st, 2017 • BP Midstream Partners LP • Pipe lines (no natural gas) • Texas
This Omnibus Agreement (“Agreement”) is entered into on, and effective as of, the Closing Date, among BP Pipelines (North America) Inc., a Maine corporation (“BP Pipelines”), BP Midstream Partners LP, a Delaware limited partnership (the “Partnership”), BP Midstream Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and, solely for purposes of Articles 4 and 6, BP America Inc., a Delaware corporation (“BP”).
BP MIDSTREAM PARTNERS LP TERM LOAN FACILITY AGREEMENTTerm Loan Facility Agreement • February 27th, 2020 • BP Midstream Partners LP • Pipe lines (no natural gas) • New York
CREDIT FACILITY WAIVER AGREEMENTCredit Facility Waiver Agreement • February 28th, 2019 • BP Midstream Partners LP • Pipe lines (no natural gas) • New York
This Credit Facility Waiver Agreement (“Agreement”) is dated as of February 20, 2019 between BP Midstream Partners LP (the “Borrower”) and North America Funding Company (the “Lender”).
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BP MIDSTREAM PARTNERS GP LLCLimited Liability Company Agreement • September 11th, 2017 • BP Midstream Partners LP • Pipe lines (no natural gas) • Delaware
THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of BP MIDSTREAM PARTNERS GP LLC, a Delaware limited liability company (the “Company”), dated as of September 8, 2017, is entered into by BP Midstream Partners Holdings LLC, a Delaware limited liability company, as sole member of the Company as of the date hereof (in such capacity, the “Sole Member”).
FIRST AMENDMENT TO SHORT TERM CREDIT FACILITY AGREEMENTShort Term Credit Facility Agreement • February 27th, 2020 • BP Midstream Partners LP • Pipe lines (no natural gas) • New York
This First Amendment to Short Term Credit Facility Agreement (“First Amendment”) is dated as of February 24, 2020 between BP Midstream Partners LP (the “Borrower”) and North America Funding Company (the “Lender” and together with “Borrower”, the “Parties”).
SECOND CREDIT FACILITY WAIVER AGREEMENTSecond Credit Facility Waiver Agreement • May 9th, 2019 • BP Midstream Partners LP • Pipe lines (no natural gas) • New York
This Second Credit Facility Waiver Agreement (“Agreement”) is dated as of May 3, 2019 between BP Midstream Partners LP (the “Borrower”) and North America Funding Company (the “Lender”).
BP MIDSTREAM PARTNERS LP SHORT TERM CREDIT FACILITY AGREEMENT DATED AS OF OCTOBER 30, 2017 BP MIDSTREAM PARTNERS LP as the Borrower AND NORTH AMERICA FUNDING COMPANY as the LenderCredit Facility Agreement • November 1st, 2017 • BP Midstream Partners LP • Pipe lines (no natural gas) • New York
The Lender and the Borrower desire to enter into a Short Term Credit Facility Agreement pursuant to which the Lender agrees to make available to the Borrower a short term credit facility for an amount not exceeding Six Hundred Million United States Dollars (USD $600,000,000).
FORM OF CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • September 11th, 2017 • BP Midstream Partners LP • Pipe lines (no natural gas) • Delaware
This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated and effective as of [ ], 2017 (this “Agreement”), is by and among BP Pipelines (North America) Inc., a Maine corporation (“BP Pipelines”), BP Midstream Partners GP LLC, a Delaware limited liability company and the general partner (the “General Partner”) of BP Midstream Partners LP, a Delaware limited partnership (the “Partnership”), the Partnership, BP Midstream Partners Holdings LLC, a Delaware limited liability company (“BP Holdco”) and The Standard Oil Company, an Ohio corporation (“Standard Oil”).
BP MIDSTREAM PARTNERS LP FORM OF PHANTOM UNIT AGREEMENT (Non-Employee Director)Phantom Unit Agreement • October 30th, 2017 • BP Midstream Partners LP • Pipe lines (no natural gas) • Delaware
This Phantom Unit Agreement (this “Agreement”) is made and entered into by and between BP Midstream Partners GP LLC, a Delaware limited liability company (the “General Partner”), and (the “Grantee”). This Agreement is effective as of the day of , (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
Form of BP MIDSTREAM PARTNERS LP SHORT TERM CREDIT FACILITY AGREEMENT DATED AS OF [ ] BP MIDSTREAM PARTNERS LP as the Borrower AND NORTH AMERICA FUNDING COMPANY as the LenderAgreement • September 11th, 2017 • BP Midstream Partners LP • Pipe lines (no natural gas) • New York
The Lender and the Borrower desire to enter into a Short Term Credit Facility Agreement pursuant to which the Lender agrees to make available to the Borrower a short term credit facility for an amount not exceeding Six Hundred Million United States Dollars (USD $600,000,000).
INTEREST PURCHASE AGREEMENT BY AND AMONG BP PRODUCTS NORTH AMERICA INC., BP OFFSHORE PIPELINES COMPANY LLC, AND BP PIPELINES (NORTH AMERICA) INC., COLLECTIVELY, AS SELLERS, AND BP MIDSTREAM PARTNERS LP, AS BUYER, DATED OCTOBER 1, 2018Interest Purchase Agreement • October 2nd, 2018 • BP Midstream Partners LP • Pipe lines (no natural gas) • Delaware
This Interest Purchase Agreement (this “Purchase Agreement”) is made and entered into effective as of this 1st day of October, 2018 (“Signing Date”), by and among BP Products North America Inc., a Maryland corporation (“BPNA”), BP Offshore Pipelines Company LLC, a Delaware limited liability company (“BP Offshore”) and BP Pipelines (North America) Inc., a Maine corporation (“BPPL” and collectively with BPNA and BP Offshore, the “Sellers,” and each individually as a “Seller”), and BP Midstream Partners LP, a Delaware limited partnership (“Buyer”). Each of Sellers and Buyer are referred to herein individually as a “Party” and collectively as the “Parties.
