CYPRESS ENERGY PARTNERS GP, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of December , 2013 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CYPRESS ENERGY PARTNERS GP, LLCLimited Liability Company Agreement • December 17th, 2013 • Cypress Energy Partners, L.P. • Oil & gas field services, nec • Delaware
This Amended and Restated Limited Liability Company Agreement (the “Agreement”), dated as of December , 2013, is entered into by Cypress Energy Holdings II, LLC, a Delaware limited liability company, as the sole Member of Cypress Energy Partners GP, LLC, the limited liability company to be governed by this Agreement (the “Company”) and shall be effective immediately.
CYPRESS ENERGY PARTNERS, L.P. PHANTOM UNIT AGREEMENTPhantom Unit Agreement • December 17th, 2013 • Cypress Energy Partners, L.P. • Oil & gas field services, nec • Delaware
Pursuant to this Phantom Unit Agreement, dated as of the Grant Date set forth in the Grant Notice below (this “Agreement”), Cypress Energy Partners GP, LLC (the “Company”), as the general partner of Cypress Energy Partners, L.P. (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 Cypress Energy Partners, L.P. 2013 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.
CREDIT AGREEMENT Dated as of December [__], 2013 by and among CYPRESS ENERGY PARTNERS, L.P., as Borrowers’ Agent and a Borrower, CYPRESS ENERGY PARTNERS – TIR, LLC, CYPRESS ENERGY PARTNERS, LLC, TULSA INSPECTION RESOURCES, LLC, AND EACH ADDITIONAL...Credit Agreement • December 17th, 2013 • Cypress Energy Partners, L.P. • Oil & gas field services, nec
CREDIT AGREEMENT, dated as of December [__], 2013, among CYPRESS ENERGY PARTNERS, L.P., a limited partnership organized under the Laws of the State of Delaware (the “Borrowers’ Agent”), CYPRESS ENERGY PARTNERS – TIR, LLC, a Delaware limited liability company (“CEP-TIR”), as a borrower, CYPRESS ENERGY PARTNERS, LLC, a Delaware limited liability company (“CEP”), as a borrower, TULSA INSPECTION RESOURCES, LLC, a Delaware limited liability company (“TIR”), as a borrower, and together with the Borrowers’ Agent, CEP-TIR, CEP and each Additional Borrower (each a “Borrower” and collectively, the “Borrowers”), DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”) as collateral agent (together with any successor collateral agent appointed pursuant to Section 10.9, in such capacity the “Collateral Agent”) and as Lender, Issuing Bank, Swing Line Lender (all as defined below), DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (together with any successor administrative agent appointed pursuant to
