Adams Resources & Energy, Inc. Sample Contracts

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ADAMS RESOURCES & ENERGY, INC. Common Stock (par value $0.10 per share)
Adams Resources & Energy, Inc. • December 23rd, 2020 • Wholesale-petroleum & petroleum products (no bulk stations) • New York
ASSET PURCHASE AGREEMENT dated as of May 18, 2020 by and among ADAMS RESOURCES & ENERGY, INC. and SERVICE TRANSPORT COMPANY as Buyer, and COMCAR INDUSTRIES, INC., CTL Transportation, LLC, and THEIR SUBSIDIARIES AND AFFILIATES SIGNATORY HERETO as Sellers
Asset Purchase Agreement • August 6th, 2020 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware

ASSET PURCHASE AGREEMENT, dated as of May 18, 2020 (the “Agreement Date”), by and among Comcar Industries, Inc., a company incorporated under the laws of Florida (“Comcar”), CTL Transportation, LLC (“CTL”), a Delaware limited liability company, and each of Comcar’s and CTL’s Subsidiaries and Affiliates listed on the signature pages hereto (together with Comcar and CTL, “Sellers” and each, a “Seller”) and Adams Resources & Energy, Inc., a Delaware corporation and Service Transport Company, a Texas corporation (collectively, “Buyer”). Each Seller and Buyer are referred to herein individually as a “Party” and collectively as the “Parties”.

NON-EMPLOYEE DIRECTOR CHANGE IN CONTROL AGREEMENT
Non-Employee Director Change in Control Agreement • December 7th, 2011 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations) • Texas

This Non-Employee Director Change in Control Agreement (this “Agreement”) is made effective as of December _____, 2011 (the “Effective Date”), by and between Adams Resources & Energy, Inc., a Delaware corporation (the “Company”), and E. C. Reinauer, Jr. (the “Director”).

SIXTEENTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • March 31st, 2008 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations)

THIS SIXTEENTH AMENDMENT TO LOAN AGREEMENT (this “Amendment”) dated November 16, 2007 (the “Effective Date”), is entered into by and among SERVICE TRANSPORT COMPANY, a Texas corporation (“Service Transport Company”), ADAMS RESOURCES EXPLORATION CORPORATION, a Delaware corporation (“Exploration”), BUCKLEY MINING CORPORATION, a Kentucky corporation (“Buckley Mining”), CJC LEASING, INC., a Kentucky corporation (“CJC”), CLASSIC COAL CORPORATION, a Delaware corporation (“Classic Coal”), ADA MINING CORPORATION, a Texas corporation (“Ada Mining”), ADA RESOURCES, INC., a Texas corporation (“Ada Resources”), and BAYOU CITY PIPELINES, INC., a Texas corporation formerly known as Bayou City Barge Lines, Inc. (“Bayou City”), each with offices and place of business at 5 Post Oak Place, 4400 Post Oak Parkway, 27th Floor, Houston, Texas 77027 (Service Transport Company, Exploration, Buckley Mining, CJC, Classic Coal, Ada Mining, Ada Resources and Bayou City are hereinafter individually called a “Borro

Contract
Performance Share Unit Award Agreement • May 6th, 2021 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations)

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (this “Agreement”) is made as of the 1st day of March, 2021 (the “Grant Date”), between ADAMS RESOURCES & ENERGY, INC., a Delaware corporation (“Company”), and all of its Affiliates (collectively, the “Company”), and ____________ (the “Employee”). A copy of the Adams Resources & Energy, Inc. 2018 Long-Term Incentive Plan (the “Plan”) is annexed to this Agreement and shall be deemed a part hereof as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined in this Agreement but which are defined in the Plan shall have the same meaning given to them in the Plan when used herein.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 15th, 2015 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware

This Indemnification Agreement (this "Agreement"), dated as of ______________, 2015, between Adams Resources & Energy, Inc., a Delaware corporation (the "Corporation"), and ____________________ ("Indemnitee").

CHANGE IN CONTROL/SEVERANCE AGREEMENT
Change in Control/Severance Agreement • March 23rd, 2012 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations) • Texas

THIS AGREEMENT, dated September 20, 2008, is made by and between Adams Resources & Energy, Inc., a Delaware corporation (the “Company”), and Sharon Copeland (the “Key Employee”).

As of May 6, 2019
Credit Agreement • May 8th, 2019 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations) • Texas

Reference is hereby made to that certain Credit and Security Agreement dated as of August 27, 2009 (as the same has been amended, supplemented or modified from time to time, the “Credit Agreement”), among GULFMARK ENERGY, INC., a Texas corporation (“GME” or “Company”), certain other parties thereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), acting through its Wells Fargo Business Credit operating division. All capitalized terms used and not otherwise defined herein shall have their respective meanings as set forth in the Credit Agreement.

FIRST AMENDMENT TO CHANGE IN CONTROL/SEVERANCE AGREEMENT
Control/Severance Agreement • December 7th, 2011 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations)

This First Amendment to Change in Control/Severance Agreement (the “Amendment”) dated effective as of December 6, 2011, is entered into by and between Adams Resources & Energy, Inc. (the “Company”) and Richard B. Abshire (“Key Employee”).

FOURTEENTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • March 31st, 2006 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations)

THIS FOURTEENTH AMENDMENT TO LOAN AGREEMENT (this “Amendment”) dated December ___, 2005 (the “Effective Date”), is entered into by and among SERVICE TRANSPORT COMPANY, a Texas corporation (“Service Transport Company”), ADAMS RESOURCES EXPLORATION CORPORATION, a Delaware corporation (“Exploration”), BUCKLEY MINING CORPORATION, a Kentucky corporation (“Buckley Mining”), CJC LEASING, INC., a Kentucky corporation (“CJC”), CLASSIC COAL CORPORATION, a Delaware corporation (“Classic Coal”), ADA MINING CORPORATION, a Texas corporation (“Ada Mining”), ADA RESOURCES, INC., a Texas corporation (“Ada Resources”), and BAYOU CITY PIPELINES, INC., a Texas corporation formerly known as Bayou City Barge Lines, Inc. (“Bayou City”), each with offices and place of business at 5 Post Oak Place, 4400 Post Oak Parkway, 27th Floor, Houston, Texas 77027 (Service Transport Company, Exploration, Buckley Mining, CJC, Classic Coal, Ada Mining, Ada Resources and Bayou City are hereinafter individually called a “Bor

FIRST AMENDMENT TO CHANGE IN CONTROL/SEVERANCE AGREEMENT
Control/Severance Agreement • December 7th, 2011 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations)

This First Amendment to Change in Control/Severance Agreement (the “Amendment”) dated effective as of December 6, 2011, is entered into by and between Adams Resources & Energy, Inc. (the “Company”) and Sharon Davis (nee Copeland) (“Key Employee”).

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • August 8th, 2018 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of the 29th day of June, 2018 (the “Grant Date”), between ADAMS RESOURCES & ENERGY, INC., a Delaware corporation (“Company”), and all of its Affiliates (collectively, the “Company”), and _______________ (the “Employee”). A copy of the Adams Resources & Energy, Inc. 2018 Long-Term Incentive Plan (the “Plan”) is annexed to this Agreement and shall be deemed a part hereof as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined in this Agreement but which are defined in the Plan shall have the same meaning given to them in the Plan when used herein.

TWELFTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • March 24th, 2005 • Adams Resources & Energy Inc • Wholesale-petroleum & petroleum products (no bulk stations)

THIS TWELFTH AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of December 21, 2004 by and among SERVICE TRANSPORT COMPANY, a Texas corporation (“Service Transport Company”), ADAMS RESOURCES EXPLORATION CORPORATION, a Delaware corporation (“Exploration”), BUCKLEY MINING CORPORATION, a Kentucky corporation (“Buckley Mining”), CJC LEASING, INC., a Kentucky corporation (“CJC”), CLASSIC COAL CORPORATION, a Delaware corporation (“Classic Coal”), ADA MINING CORPORATION, a Texas corporation (“Ada Mining”), ADA RESOURCES, INC., a Texas corporation (“Ada Resources”), and BAYOU CITY PIPELINES, INC., a Texas corporation formerly known as Bayou City Barge Lines, Inc. (“Bayou City”), each with offices and place of business at 5 Post Oak Place, 4400 Post Oak Parkway, 27th Floor, Houston, Texas 77027 (Service Transport Company, Exploration, Buckley Mining, CJC, Classic Coal, Ada Mining, Ada Resources and Bayou City are hereinafter individually called a “Borrower” and collectively call

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • August 8th, 2018 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of the 29th day of June, 2018 (the “Grant Date”), between ADAMS RESOURCES & ENERGY, INC., a Delaware corporation (“Company”), and all of its Affiliates (collectively, the “Company”), and _______________ (the “Director”). A copy of the Adams Resources & Energy, Inc. 2018 Long-Term Incentive Plan (the “Plan”) is annexed to this Agreement and shall be deemed a part hereof as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined in this Agreement but which are defined in the Plan shall have the same meaning given to them in the Plan when used herein.

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • August 2nd, 2023 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations) • New York

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (“Agreement”) entered into and dated as of August 2, 2023 (the “Amendment Effective Date”) is among Adams Resources & Energy, Inc., a Delaware corporation (the “Parent”), GulfMark Asset Holdings, LLC, a Texas limited liability company (“GulfMark Holdings”), Service Transport Company, a Texas corporation (“Service,” and together with Parent and GulfMark Holdings, the “Borrowers” and each individually, an “Borrower”), the subsidiaries of the Borrowers party hereto (each a “Guarantor” and collectively, the “Guarantors”), the Lenders (as defined below) party hereto, and Cadence Bank, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as Swingline Lender (as defined in the Credit Agreement) and Issuing Lender (as defined in the Credit Agreement).

PURCHASE AND SALE AGREEMENT by and among ENLINK MIDSTREAM OPERATING, LP, GulfMark Energy, Inc., GulfMark Terminals, LLC, and for the limited purposes set forth herein, EnLink Midstream Partners, LP dated as of October 22, 2020
Purchase and Sale Agreement • March 5th, 2021 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations) • Texas

This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of October 22, 2020, by and among EnLink Midstream Operating, LP, a Delaware limited partnership (“EMO” or the “Seller”), GulfMark Energy, Inc., a Texas corporation (the “Equity Buyer”), GulfMark Terminals, LLC, a Texas limited liability company (the “Asset Buyer” and together with the Equity Buyer, the “Buyers” and each, a “Buyer”), and, solely for purposes of Section 5.13, EnLink Midstream Partners, LP, a Delaware limited partnership (“Parent”). The Seller and each Buyer are sometimes referred to in this Agreement, individually, as a “Party” and, collectively, as the “Parties.” Capitalized terms used herein and not defined have the respective meanings set forth in Article I.

ELEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 6th, 2013 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations)

This Eleventh Amendment to the Employment Agreement (this “Amendment”) dated as of December 5, 2013, is entered into by and between Adams Resources & Energy, Inc. (“ARE”) and Frank T. “Chip” Webster (“Webster”).

Contract
2023 Performance Share Unit Award Agreement • May 9th, 2023 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations)

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (this “Agreement”) is made as of the 1st day of March 2023 (the “Grant Date”), between ADAMS RESOURCES & ENERGY, INC., a Delaware corporation (“Company”), and all of its Affiliates (collectively, the “Company”), and ____________ (the “Employee”). A copy of the Adams Resources & Energy, Inc. 2018 Long-Term Incentive Plan, as amended (the “Plan”) is annexed to this Agreement and shall be deemed a part hereof as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined in this Agreement but which are defined in the Plan shall have the same meaning given to them in the Plan when used herein.

WELLS FARGO BUSINESS CREDIT CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • November 13th, 2009 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations)

THIS CREDIT AND SECURITY AGREEMENT (the "Agreement") is dated August 27, 2009, and is entered into among Gulfmark Energy, Inc., a Texas corporation ("GME"), and Adams Resources Marketing, Ltd., a Texas limited partnership ("ARM" and together with GME, the "Companies" and each individually a "Company"), and Wells Fargo Bank, National Association (as more fully defined in Exhibit A, "Wells Fargo"), acting through its Wells Fargo Business Credit operating division.

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SEVENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • May 9th, 2018 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations)

This Seventh Amendment TO CREDIT AND SECURITY AGREEMENT (the “Amendment”), dated as of March 19, 2018, is entered into by and between GULFMARK ENERGY, INC., a Texas corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), acting through its Wells Fargo Business Credit operating division.

STOCK REPURCHASE AGREEMENT
Stock Repurchase Agreement • November 1st, 2022 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware

THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 31, 2022, by and among Adams Resources & Energy, Inc., a Delaware corporation (the “Company”), KSA Industries, Inc., a Delaware corporation (the “KSA Seller”), and each of the other parties identified on the signature pages of this Agreement as a Seller (collectively with the KSA Seller, the “Sellers”).

NINTH AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 7th, 2011 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations)

This Ninth Amendment to the Employment Agreement (this “Amendment”) dated as of December 6, 2011, is entered into by and between Adams Resources & Energy, Inc. (“ARE”) and Frank T. “Chip” Webster (“Webster”).

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Forma Condensed Combined Financial Information • October 28th, 2022 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations)

On August 12, 2022, GulfMark Asset Holdings, LLC (“GulfMark Holdings”), a Texas limited liability company and subsidiary of Adams Resources & Energy, Inc., a Delaware corporation (the “Company” or “Adams”), as buyer and each of Scott Bosard, Trey Bosard and Tyler Bosard as sellers (collectively, the “Sellers”), entered into a purchase agreement (the “Purchase Agreement”) to acquire all of the equity of Firebird Bulk Carriers, Inc., a Texas corporation (“Firebird”), and Phoenix Oil, Inc., a Texas corporation (“Phoenix”), for a purchase price of approximately $35.8 million in cash, $1.5 million in shares of common stock of the Company and an earn-out provision.

RETIREMENT AND TRANSITION AGREEMENT
Release Agreement • February 26th, 2015 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations) • Texas

This Retirement and Transition Agreement (“Agreement”) is made by and between Frank T. “Chip” Webster (“Mr. Webster”) and Adams Resources & Energy, Inc., a Delaware corporation (the “Company”).

FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • March 11th, 2019 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations)

THIS FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (the “Amendment”), dated as of June 23, 2011, is entered into by and among GULFMARK ENERGY, INC., a Texas corporation (“GME”), and ADAMS RESOURCES MARKETING, LTD., a Texas limited partnership (“ARM” and together with GME, the “Companies” and each individually a “Company”, and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), acting through its Wells Fargo Business Credit operating division.

May 12, 2004 Mr. Frank T. “Chip” Webster Houston, TX 77057 Dear Mr. Webster:
Adams Resources & Energy Inc • November 12th, 2004 • Wholesale-petroleum & petroleum products (no bulk stations) • Texas

This letter (the “Agreement”), when fully executed by ARE and Webster and duly approved and ratified by ARE’s Board of Directors (the “Board”), shall serve to evidence the agreement of ARE to employ Webster for the time period and upon and subject to the terms, conditions and provisions set forth below.

Contract
2019 Performance Share Unit Award Agreement • March 6th, 2020 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations)

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (this “Agreement”) is made as of the ___ day of _____, 2019 (the “Grant Date”), between ADAMS RESOURCES & ENERGY, INC., a Delaware corporation (“Company”), and all of its Affiliates (collectively, the “Company”), and _________________ (the “Employee”). A copy of the Adams Resources & Energy, Inc. 2018 Long-Term Incentive Plan (the “Plan”) is annexed to this Agreement and shall be deemed a part hereof as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined in this Agreement but which are defined in the Plan shall have the same meaning given to them in the Plan when used herein.

Contract
2022 Performance Share Unit Award Agreement • May 16th, 2022 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations)

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (this “Agreement”) is made as of the 1st day of March 2022 (the “Grant Date”), between ADAMS RESOURCES & ENERGY, INC., a Delaware corporation (“Company”), and all of its Affiliates (collectively, the “Company”), and ____________ (the “Employee”). A copy of the Adams Resources & Energy, Inc. 2018 Long-Term Incentive Plan (the “Plan”) is annexed to this Agreement and shall be deemed a part hereof as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined in this Agreement but which are defined in the Plan shall have the same meaning given to them in the Plan when used herein.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 6th, 2019 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations) • Texas

This Asset Purchase Agreement (“Agreement”), dated as of April 10, 2019, is made and entered into by and among EH Transport, Inc., a Texas corporation (“EH Transport”) and EH Trucking, Inc., a Texas corporation (“EH Trucking” and, collectively with EH Transport, referred to herein as “Sellers”), Edis J. Hobson, the sole owner/shareholder of Sellers (“Owner”) and Service Transport Company, a Texas corporation (“Purchaser”).

PURCHASE AND SALE AGREEMENT BY AND BETWEEN ARB OKLAHOMA HOLDINGS, LLC AS SELLER AND GULFMARK ENERGY, INC. AS BUYER Dated as of August 15, 2018
Purchase and Sale Agreement • November 7th, 2018 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations) • Texas

This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of August 15, 2018 (the “Execution Date”), by and between ARB Oklahoma Holdings, LLC, a Colorado limited liability company (“Seller”) and GulfMark Energy, Inc., a Texas corporation (“Buyer”). Seller and Buyer are referred to herein individually as a “Party” and collectively as the “Parties.”

PURCHASE AGREEMENT
Purchase Agreement • August 17th, 2022 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations) • Texas

This Purchase Agreement (this “Agreement”) is executed and delivered as of August 12, 2022, by and among GulfMark Asset Holdings, LLC, a Texas limited liability company (“Buyer”); Scott Bosard, a resident of Texas (“Scott”), Trey Bosard, a resident of Texas (“Trey”), Tyler Bosard, a resident of Texas (“Tyler”, and each of Scott, Trey and Tyler individually a “Seller” and collectively “Sellers”), and Scott Bosard, solely in his capacity as Sellers’ Representative (the “Sellers’ Representative”). Each of the Sellers, together with the Sellers’ Representative, the Companies and the Buyer are referred to herein individually as a “Party” and, collectively, the “Parties”). Capitalized terms used herein have the meanings set forth in Article 6 below or elsewhere in this Agreement.

SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • March 11th, 2019 • Adams Resources & Energy, Inc. • Wholesale-petroleum & petroleum products (no bulk stations)

THIS SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT (the “Amendment”), dated as of January 13, 2012, is entered into by and among GULFMARK ENERGY, INC., a Texas corporation (“GME”), and ADAMS RESOURCES MARKETING, LTD., a Texas limited partnership (“ARM” and together with GME, the “Companies” and each individually a “Company”, and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), acting through its Wells Fargo Business Credit operating division.

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