Arc Logistics Partners LP Common Units Representing Limited Partner Interests Underwriting AgreementArc Logistics Partners LP • October 28th, 2013 • Wholesale-petroleum bulk stations & terminals • New York
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • October 28th, 2013 • Arc Logistics Partners LP • Wholesale-petroleum bulk stations & terminals • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of , 2013, by and between Arc Logistics Partners LP, a Delaware limited partnership (the “Partnership”) and Lightfoot Capital Partners, LP, a Delaware limited partnership (“Sponsor”).
ASSIGNMENT AND EQUITY PURCHASE AGREEMENT BY AND AMONG ARC LNG HOLDINGS, LLC, ARC TERMINALS MISSISSIPPI HOLDINGS LLC, LIGHTFOOT CAPITAL PARTNERS, LP, AND, FOR THE PURPOSE OF SECTIONS 1.1 AND 5.1 ONLY, EFS LNG HOLDINGS, LLC Dated as of October 24, 2013Assignment and Equity Purchase Agreement • October 28th, 2013 • Arc Logistics Partners LP • Wholesale-petroleum bulk stations & terminals • New York
THIS ASSIGNMENT AND EQUITY PURCHASE AGREEMENT (the “Agreement”) is dated as of October 24, 2013, and entered into by and between Arc LNG Holdings, LLC, a Delaware limited liability company (“Seller”), Arc Terminals Mississippi Holdings LLC, a Delaware limited liability company (“Buyer”), Lightfoot Capital Partners, LP, a Delaware limited partnership (“LCP”), and, for the purpose of Sections 1.1 and 5.1 only, EFS LNG Holdings, LLC, a Delaware limited liability company (“EFS”). Buyer and Seller are each a “Party” and, collectively, they are sometimes referred to as the “Parties.”
CONTRIBUTION AGREEMENT BY AND AMONG LIGHTFOOT CAPITAL PARTNERS, LP ARC LOGISTICS GP LLC ARC LOGISTICS PARTNERS LP CENTER TERMINAL COMPANY-CLEVELAND GULF COAST ASPHALT COMPANY, L.L.C. ARC TERMINALS GP LLC ARC TERMINALS LP ARC TERMINALS HOLDINGS LLC AND...Contribution Agreement • October 28th, 2013 • Arc Logistics Partners LP • Wholesale-petroleum bulk stations & terminals • Delaware
This Contribution Agreement, dated as of October 25, 2013 (this “Agreement”), is entered into by and among Lightfoot Capital Partners, LP, a Delaware limited partnership (“LCP”), Arc Logistics GP LLC, a Delaware limited liability company (the “General Partner”), Arc Logistics Partners LP, a Delaware limited partnership (the “Partnership”), Center Terminal Company-Cleveland, a Missouri corporation (“Center Oil”), Gulf Coast Asphalt Company, L.L.C., an Alabama limited liability company (“GCAC”), Arc Terminals GP LLC, a Delaware limited liability company (“ Terminals GP”), Arc Terminals LP, a Delaware limited partnership (“Terminals LP”), Arc Terminals Holdings LLC, a Delaware limited liability company (“Arc Terminals Holdings”) and Arc Terminals Mississippi Holdings LLC, a Delaware limited liability company (“Arc Mississippi”). The above named entities are sometimes referred to herein as a “Party” and collectively as the “Parties.”
