Form Of Omnibus Agreement Sample Contracts

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Howard Midstream Partners, LP – FORM OF OMNIBUS AGREEMENT by and Among HOWARD MIDSTREAM ENERGY PARTNERS, LLC HEP SERVICES, LLC HOWARD MIDSTREAM GP, LLC HOWARD MIDSTREAM PARTNERS, LP HOWARD MIDSTREAM OPERATING, LLC HOWARD MIDSTREAM OPCO GP, LLC and HOWARD MIDSTREAM OPCO, LP Dated as Of (July 7th, 2017)

This OMNIBUS AGREEMENT (this Agreement) is entered into on, and effective as of, the Closing Date (as defined herein) by and among HOWARD MIDSTREAM ENERGY PARTNERS, LLC, a Delaware limited liability company (HEP), HOWARD MIDSTREAM GP, LLC, a Delaware limited liability company (the General Partner), HOWARD MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the Partnership), HOWARD MIDSTREAM OPERATING, LLC, a Delaware limited liability company (the Operating Company), HOWARD MIDSTREAM OPCO GP, LLC, a Delaware limited liability company (OpCo GP), HOWARD MIDSTREAM OPCO, LP, a Delaware limited partnership (OpCo) and HEP SERVICES, LLC, a Delaware limited liability company (HEP Services) (each, a Party and, collectively, the Parties).

Noble Midstream Partners LP – FORM OF OMNIBUS AGREEMENT by and Between NOBLE ENERGY, INC. NOBLE ENERGY SERVICES, INC. NBL MIDSTREAM, LLC NOBLE MIDSTREAM SERVICES, LLC NOBLE MIDSTREAM GP LLC and NOBLE MIDSTREAM PARTNERS LP Dated as Of (September 6th, 2016)

This OMNIBUS AGREEMENT (as amended, modified, supplemented or restated from time to time in accordance with the terms hereof, this Agreement) is entered into on, and effective as of, the Closing Date (as defined herein) by and between Noble Energy, Inc., a Delaware corporation (Noble), Noble Energy Services, Inc., a Delaware corporation (NESI), NBL Midstream, LLC, a Delaware limited liability company (NBL Midstream), Noble Midstream Services, LLC, a Delaware limited liability company (OpCo), Noble Midstream GP LLC, a Delaware limited liability company (the General Partner), and Noble Midstream Partners LP, a Delaware limited partnership (the Partnership and, together with Noble, NBL Midstream, OpCo and the General Partner, the Parties and each a Party).

Noble Midstream Partners LP – FORM OF OMNIBUS AGREEMENT by and Between NOBLE ENERGY, INC. NOBLE ENERGY SERVICES INC. NBL MIDSTREAM, LLC NOBLE MIDSTREAM SERVICES, LLC NOBLE MIDSTREAM GP LLC and NOBLE MIDSTREAM PARTNERS LP Dated as Of (July 22nd, 2016)

This OMNIBUS AGREEMENT (as amended, modified, supplemented or restated from time to time in accordance with the terms hereof, this Agreement) is entered into on, and effective as of, the Closing Date (as defined herein) by and between Noble Energy, Inc., a Delaware corporation (Noble), Noble Energy Services Inc., a Delaware corporation (NESI), NBL Midstream, LLC, a Delaware limited liability company (NBL Midstream), Noble Midstream Services, LLC, a Delaware limited liability company (OpCo), Noble Midstream GP LLC, a Delaware limited liability company (the General Partner), and Noble Midstream Partners LP, a Delaware limited partnership (the Partnership and, together with Noble, NBL Midstream, OpCo and the General Partner, the Parties and each a Party).

Noble Midstream Partners LP – FORM OF OMNIBUS AGREEMENT by and Between NOBLE ENERGY, INC. NBL MIDSTREAM, LLC NOBLE MIDSTREAM SERVICES, LLC NOBLE MIDSTREAM GP LLC and NOBLE MIDSTREAM PARTNERS LP Dated as Of (November 6th, 2015)

This OMNIBUS AGREEMENT (as amended, modified, supplemented or restated from time to time in accordance with the terms hereof, this Agreement) is entered into on, and effective as of, the Closing Date (as defined herein) by and between Noble Energy, Inc., a Delaware corporation (Noble), NBL Midstream, LLC, a Delaware limited liability company (NBL Midstream), Noble Midstream Services, LLC, a Delaware limited liability company (OpCo), Noble Midstream GP LLC, a Delaware limited liability company (the General Partner), and Noble Midstream Partners LP, a Delaware limited partnership (the Partnership and, together with Noble, NBL Midstream, OpCo and the General Partner, the Parties and each a Party).

Empire Petroleum Partners, LP – FORM OF OMNIBUS AGREEMENT by and Among EMPIRE PETROLEUM PARTNERS, LLC; EMPIRE PETROLEUM PARTNERS, LP; And EMPIRE PETROLEUM PARTNERS GP, LLC (July 31st, 2015)

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).

GPM Petroleum LP – FORM OF OMNIBUS AGREEMENT Among GPM PETROLEUM LP, GPM PETROLEUM GP, LLC and GPM INVESTMENTS, LLC (July 17th, 2015)

This OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), among GPM Investments, LLC, a Delaware limited liability company (GPM), GPM Petroleum GP, LLC, a Delaware limited liability company (the General Partner), and GPM Petroleum LP, a Delaware limited partnership (the Partnership). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Bowie Resource Partners LP – FORM OF OMNIBUS AGREEMENT Among BOWIE RESOURCE PARTNERS, LLC BOWIE RESOURCE HOLDINGS, LLC BOWIE RESOURCE PARTNERS LP BOWIE GP, LLC and BRP HOLDINGS LLC (June 19th, 2015)

THIS OMNIBUS AGREEMENT (this Agreement), as it may be amended, modified or supplemented from time to time in accordance with the terms hereof, is entered into effective as of the Closing Date (as defined below), and is by and among Bowie Resource Partners, LLC, a Delaware limited liability company (BRP), Bowie Resource Holdings, LLC, a Delaware limited liability company (BRH, and together with BRP, collectively the Sponsor), Bowie Resource Partners LP, a Delaware limited partnership (the Partnership), Bowie GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), and BRP Holdings LLC, a Delaware limited liability company (the Operating Company). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

EQT GP Holdings, LP – Omnibus Agreement (April 1st, 2015)

This OMNIBUS AGREEMENT (Agreement) is entered into on, and effective as of, the Closing Date (as defined herein) among EQT Corporation, a Pennsylvania corporation (EQT), EQT GP Holdings, LP, a Delaware limited partnership (the Partnership), and EQT GP Services, LLC, a Delaware limited liability company (the General Partner). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Columbia Pipeline Partners LP – FORM OF OMNIBUS AGREEMENT by and Among COLUMBIA ENERGY GROUP CPP GP LLC COLUMBIA PIPELINE GROUP, INC. And COLUMBIA PIPELINE PARTNERS LP Dated as of , 2015 (December 12th, 2014)

THIS OMNIBUS AGREEMENT (this Agreement) is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among Columbia Energy Group, a Delaware corporation (CEG), CPP GP LLC, a Delaware limited liability company (MLP GP), Columbia Pipeline Group, Inc., a Delaware corporation (CPG) and Columbia Pipeline Partners LP, a Delaware limited partnership (the MLP). The above named entities are sometimes hereinafter referred to individually as a Party and collectively as the Parties. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in Article I.

FORM OF OMNIBUS AGREEMENT by and Among LANDMARK DIVIDEND LLC, LANDMARK DIVIDEND GROWTH FUND - C LLC, LANDMARK DIVIDEND GROWTH FUND - E LLC, LANDMARK DIVIDEND GROWTH FUND - F LLC, LANDMARK DIVIDEND GROWTH FUND - G LLC, LANDMARK DIVIDEND GROWTH FUND - H LLC, LANDMARK INFRASTRUCTURE PARTNERS LP and LANDMARK INFRASTRUCTURE PARTNERS GP LLC (October 30th, 2014)

This OMNIBUS AGREEMENT (Agreement) is entered into as of the Effective Date by and among LANDMARK DIVIDEND LLC, a Delaware limited liability company (Landmark), LANDMARK DIVIDEND GROWTH FUND C LLC, a Delaware limited liability company (Fund C), LANDMARK DIVIDEND GROWTH FUND E LLC, a Delaware limited liability company (Fund E), LANDMARK DIVIDEND GROWTH FUND F LLC, a Delaware limited liability company (Fund F), LANDMARK DIVIDEND GROWTH FUND G LLC, a Delaware limited liability company (Fund G), LANDMARK DIVIDEND GROWTH FUND H LLC, a Delaware limited liability company (Fund H), LANDMARK INFRASTRUCTURE PARTNERS LP, a Delaware limited partnership (the Partnership), and LANDMARK INFRASTRUCTURE PARTNERS GP LLC, a Delaware limited liability company (the General Partner).

Navios Maritime Midstream Partners LP – Form of Omnibus Agreement Among Navios Maritime Acquisition Corporation Navios Maritime Holdings Inc. Navios Maritime Partners L.P. Navios Maritime Midstream Partners L.P. Navios Maritime Midstream Partners Gp Llc and Navios Maritime Midstream Operating Llc (October 27th, 2014)

THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), among Navios Maritime Acquisition Corporation, a Marshall Islands corporation (Navios Maritime Acquisition), Navios Maritime Holdings Inc., a Marshall Islands corporation (Navios Maritime Holdings), Navios Maritime Partners L.P., a Marshall Islands limited partnership (Navios Maritime Partners), Navios Maritime Midstream Partners L.P., a Marshall Islands limited partnership (Navios Maritime Midstream), Navios Maritime Midstream Partners GP LLC, a Marshall Islands limited liability company (including any permitted successors and assigns under the Navios Maritime Midstream Agreement (as defined herein), the General Partner), and Navios Maritime Midstream Operating LLC, a Marshall Islands limited liability company (Navios Maritime Operating).

Ocean Rig Partners LP – Form of Omnibus Agreement Among Ocean Rig Udw Inc. Ocean Rig Mlp Holdings Inc. Ocean Rig Partners Gp Llc Ocean Rig Partners Lp Ocean Rig Operating Partners Gp Llc Ocean Rig Operating Lp (October 14th, 2014)

THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), among Ocean Rig UDW Inc., a corporation organized under the laws of the Marshall Islands (Ocean Rig), Ocean Rig MLP Holdings, Inc., a corporation organized under the laws of the Marshall Islands, Ocean Rig Partners LP, a Marshall Islands limited partnership (the Partnership), Ocean Rig Partners GP LLC, a Marshall Islands limited liability company and general partner of the Partnership (including any permitted successors and assigns under the Operating Agreement (as defined herein)) (the Ocean Rig General Partner), Ocean Rig Operating LP, a Marshall Islands limited partnership (OPCO) and Ocean Rig Operating Partners GP LLC, a Marshall Islands limited liability company and the general partner of OPCO (OPCO GP).

USD Partners LP – Form of Omnibus Agreement (September 22nd, 2014)

This Omnibus Agreement (Agreement) is entered into on, and effective as of, , 2014 (the Closing Date) among US Development Group, LLC, a Delaware limited liability company (US Development), USD Group LLC, a Delaware limited liability company (USD), USD Partners LP, a Delaware limited partnership (the Partnership), USD Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), and USD Logistics Operations LP, a Delaware limited partnership (the Operating Partnership) and, together with US Development, USD, the Partnership and the General Partner, the Parties and each a Party).

CONE Midstream Partners LP – Form of OMNIBUS AGREEMENT by and Between CONSOL ENERGY INC. NOBLE ENERGY, INC. CONE GATHERING LLC CONE MIDSTREAM GP LLC CONE MIDSTREAM PARTNERS LP CONE MIDSTREAM OPERATING COMPANY LLC CONE MIDSTREAM DEVCO I LP CONE MIDSTREAM DEVCO II LP and CONE MIDSTREAM DEVCO III LP Dated as Of (September 3rd, 2014)
Transocean Partners LLC – FORM OF OMNIBUS AGREEMENT AMONG TRANSOCEAN LTD., TRANSOCEAN INC., TRANSOCEAN PARTNERS HOLDINGS LIMITED, TRANSOCEAN PARTNERS LLC, TRITON RIGP DCL HOLDINGS LIMITED, TRITON RIGP DIN HOLDINGS LIMITED, TRITON RIGP DD3 HOLDINGS LIMITED, TRITON RIGP DCL HOLDCO LIMITED, TRITON RIGP DIN HOLDCO LIMITED, TRITON RIGP DD3 HOLDCO LIMITED, TRANSOCEAN RIGP DCL OPCO LIMITED, TRANSOCEAN RIGP DIN OPCO LIMITED, TRANSOCEAN RIGP DD3 OPCO LIMITED, TRANSOCEAN RIGP DCL LLC, TRANSOCEAN RIGP DIN LLC and TRANSOCEAN RIGP DD3 LLC (July 14th, 2014)

THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), among Transocean Ltd., a Swiss corporation (Transocean), Transocean Inc., a Cayman Islands exempted company (Transocean Inc.), Transocean Partners Holdings Limited, a Cayman Islands exempted company (TPHL), Transocean Partners LLC, a Marshall Islands limited liability company (the Company), Triton RIGP DCL Holdings Limited, a Cayman Islands exempted company (DCL Intermediate OwnCo), Triton RIGP DIN Holdings Limited, a Cayman Islands exempted company (DIN Intermediate OwnCo), Triton RIGP DD3 Holdings Limited, a Cayman Islands exempted company (DD3 Intermediate OwnCo and, together with DCL Intermediate OwnCo and DIN Intermediate OwnCo, the Intermediate OwnCos), Triton RIGP DCL Holdco Limited, a company organized under the laws of England and Wales (DCL OwnCo), Triton RIGP DIN Holdco Limited, a company organized under the laws of England and Wales (DIN OwnCo), and Triton RIGP DD3 Holdco L

Westlake Chemical Partners LP – FORM OF OMNIBUS AGREEMENT Among WESTLAKE MANAGEMENT SERVICES, INC. WESTLAKE CHEMICAL PARTNERS GP LLC WESTLAKE CHEMICAL PARTNERS LP WESTLAKE CHEMICAL OPCO GP LLC WESTLAKE CHEMICAL OPCO LP WPT LLC WESTLAKE LONGVIEW CORPORATION WESTLAKE PETROCHEMICALS LLC WESTLAKE VINYLS, INC. WESTLAKE PVC CORPORATION WESTLAKE STYRENE LLC WESTLAKE POLYMERS LLC and WESTLAKE VINYL CORPORATION (July 9th, 2014)

THIS OMNIBUS AGREEMENT (Agreement) is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among Westlake Management Services Inc., a Delaware corporation (Westlake Services), Westlake Chemical Partners GP LLC, a Delaware limited liability company (GP), Westlake Chemical Partners LP, a Delaware limited partnership (the MLP), Westlake Chemical OpCo GP LLC, a Delaware limited liability company (Operating GP), Westlake Chemical OpCo LP, a Delaware limited partnership (OpCo), WPT LLC, a Delaware limited liability company (WPT), Westlake Longview Corporation, a Delaware Corporation (Westlake Longview), Westlake Petrochemicals LLC, a Delaware limited liability company (Westlake Petrochemicals), Westlake Vinyls, Inc., a Delaware corporation (Westlake Vinyls, and together with WPT, Westlake Longview and Westlake Petrochemicals, the Westlake Contributors), Westlake PVC Corporation, a Delaware corporation (Westlake PVC), Westlake Styrene LLC, a Delaware limit

VTTI Energy Partners LP – Form of OMNIBUS AGREEMENT (June 19th, 2014)

This Omnibus Agreement (this Agreement) is entered into on, and effective as of , 2014 (the Closing Date), among VTTI B.V., a company incorporated in the Netherlands (VTTI), VTTI Energy Partners LP, a Marshall Islands limited partnership (the Partnership), VTTI Energy Partners GP LLC, a Marshall Islands limited liability company and the general partner (the General Partner) of the Partnership, VTTI MLP Partners B.V., a company incorporated in the Netherlands (the Selling Unitholder), VTTI MLP Holdings Ltd, a company incorporated in the United Kingdom (VTTI Holdings), VTTI MLP B.V., a company incorporated in the Netherlands (VTTI Operating), and, solely for the purposes of Article V, Vitol Holding B.V., a company incorporated in the Netherlands (Vitol), and MISC Berhad, a company incorporated in Malaysia (MISC). VTTI, the Partnership, the General Partner, the Selling Unitholder, VTTI Holdings, VTTI Operating, Vitol and MISC may be referred to collectively as the Parties or i

GasLog Partners LP – Form of Omnibus Agreement (April 21st, 2014)

THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), among GASLOG LTD., an exempted company incorporated under the laws of Bermuda ("GLOG"), GASLOG PARTNERS LP, a Marshall Islands limited partnership (the "MLP"), GASLOG PARTNERS GP LLC, a Marshall Islands limited liability company (including any permitted successors and assigns under the MLP Agreement (as defined herein)) (the "General Partner"), and GASLOG PARTNERS HOLDINGS LLC, a Marshall Islands limited liability corporation.

Dynagas LNG Partners LP – FORM OF OMNIBUS AGREEMENT AMONG Dynagas LNG Partners LP Dynagas GP LLC Dynagas Operating LP Dynagas Operating GP LLC AND Dynagas Holding Ltd. (October 29th, 2013)

THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), among Dynagas Holding Ltd., a corporation organized under the laws of the Republic of the Marshall Islands (Dynagas Holding), Dynagas LNG Partners LP, a limited partnership organized under the laws of the Republic of the Marshall Islands (the Partnership), Dynagas GP LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands and general partner of the Partnership including any permitted successors and assigns under the Partnership Agreement (as defined herein)) (the General Partner), Dynagas Operating LP, a limited partnership organized under the laws of the Republic of the Marshall Islands (Operating LP), Dynagas Operating GP LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands and the general partner of Operating LP (Operating GP).

Western Refining Logistics, LP – Omnibus Agreement (September 27th, 2013)

This OMNIBUS AGREEMENT (Agreement) is entered into on, and effective as of, the Closing Date (as defined herein) among Western Refining, Inc., a Delaware corporation (Western), on behalf of itself and the other Western Parties (as defined herein), Western Refining Logistics, LP, a Delaware limited partnership (the Partnership), Western Refining Logistics GP, LLC, a Delaware limited liability company (the General Partner) and, solely with respect to Articles IV and VII hereof, Western Refining Southwest, Inc., an Arizona corporation (WRSW), Western Refining Company, L.P., a Delaware limited partnership (WRCLP) and Western Refining Wholesale, Inc., an Arizona corporation (Wholesale and, together with WRSW and WRCLP, the ROFO Asset Owners). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties; provided that the ROFO Asset Owners are only considered to be Parties hereto with respect to Articles IV and VII hereof.

Qep Midstream Partners Lp – Form of Omnibus Agreement (July 26th, 2013)

This Omnibus Agreement (Agreement) is entered into on, and effective as of, [ ], 2013 (the Closing Date) among QEP Resources, Inc., a Delaware corporation (QEP), QEP Field Services Company, a Delaware corporation (Field Services), QEP Midstream Partners, LP, a Delaware limited partnership (the Partnership), QEP Midstream Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), and QEP Midstream Partners Operating, LLC, a Delaware limited liability company and wholly owned subsidiary of the Partnership (the Operating Company and, together with QEP, Field Services, the Partnership and the General Partner, the Parties and each a Party).

Knot Offshore Partners Lp Commo – Form of Omnibus Agreement Among Knutsen Nyk Offshore Tankers as Knot Offshore Partners Lp Knot Offshore Partners Gp Llc Knot Shuttle Tankers 17 as and Knot Shuttle Tankers 18 As (April 1st, 2013)

THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), among KNUTSEN NYK OFFSHORE TANKERS AS, a company organized under the laws of Norway (KNOT), KNOT OFFSHORE PARTNERS LP, a Marshall Islands limited partnership (the MLP), KNOT OFFSHORE PARTNERS GP LLC, a Marshall Islands limited liability company (including any permitted successors and assigns under the MLP Agreement (as defined herein)) (the General Partner), KNOT SHUTTLE TANKERS 17 AS, a Norwegian private limited liability company, and KNOT SHUTTLE TANKERS 18 AS, a Norwegian private limited liability company.

Knot Offshore Partners Lp Commo – Form of Omnibus Agreement Among Knutsen Nyk Offshore Tankers as Knot Offshore Partners Lp Knot Offshore Partners Gp Llc Knot Offshore Partners Uk Llc and Knot Shuttle Tankers As (February 28th, 2013)

THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), among KNUTSEN NYK OFFSHORE TANKERS AS, a company organized under the laws of Norway (KNOT), KNOT OFFSHORE PARTNERS LP, a Marshall Islands limited partnership (the MLP), KNOT OFFSHORE PARTNERS GP LLC, a Marshall Islands limited liability company (including any permitted successors and assigns under the MLP Agreement (as defined herein)) (the General Partner), KNOT OFFSHORE PARTNERS UK LLC, a Marshall Islands limited liability company, and KNOT SHUTTLE TANKERS AS, a company organized under the laws of Norway.

New Source Energy Partners L.P – Form of Omnibus Agreement by and Among New Source Energy Corporation, New Source Energy Gp, Llc, and New Source Energy Partners L.P. (January 25th, 2013)

This Omnibus Agreement is entered into on, and effective as of, [], 2013 (the Closing Date), and is by and among New Source Energy Partners L.P., a Delaware limited partnership (the MLP), New Source Energy GP, LLC, a Delaware limited liability company and the general partner of the MLP (the General Partner) and New Source Energy Corporation, a Delaware corporation (New Source Energy). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Suncoke Energy Partners L.P. – Form of Omnibus Agreement (December 11th, 2012)

THIS OMNIBUS AGREEMENT (this Agreement), as it may be amended, modified or supplemented from time to time in accordance with the terms hereof, is entered into effective as of [ ], 2013 (the Effective Date), and is by and among SUNCOKE ENERGY PARTNERS, L.P., a Delaware limited partnership (the Partnership), SUNCOKE ENERGY PARTNERS GP LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), and SUNCOKE ENERGY, INC., a Delaware corporation (the Sponsor). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Western Gas Equity Partners, LP – Form of Omnibus Agreement by and Among Western Gas Equity Partners, Lp Western Gas Equity Holdings, Llc and Anadarko Petroleum Corporation (December 3rd, 2012)

This Omnibus Agreement (Agreement) is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among Western Gas Equity Partners, LP, a Delaware limited partnership (the Partnership), Western Gas Equity Holdings, LLC, a Delaware limited liability company (General Partner), and Anadarko Petroleum Corporation, a Delaware corporation (Anadarko). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Suncoke Energy Partners L.P. – Form of Omnibus Agreement (November 15th, 2012)

THIS OMNIBUS AGREEMENT (this Agreement), as it may be amended, modified or supplemented from time to time in accordance with the terms hereof, is entered into effective as of , 2012 (the Effective Date), and is by and among SUNCOKE ENERGY PARTNERS, L.P., a Delaware limited partnership (the Partnership), SUNCOKE ENERGY PARTNERS GP LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), and SUNCOKE ENERGY, INC., a Delaware corporation (the Sponsor). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Alon USA Partners Lp – Form of Omnibus Agreement (October 26th, 2012)

This OMNIBUS AGREEMENT (Agreement) is entered into on, and effective as of , 2012 among Alon USA Energy, Inc., a Delaware corporation (Alon USA), Alon Assets, Inc., a Delaware corporation (Alon Assets), Alon USA Partners, LP, a Delaware limited partnership (the Partnership), and Alon USA Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Suncoke Energy Partners L.P. – Form of Omnibus Agreement (October 9th, 2012)

THIS OMNIBUS AGREEMENT (this Agreement), as it may be amended, modified or supplemented from time to time in accordance with the terms hereof, is entered into effective as of , 2012 (the Effective Date), and is by and among SUNCOKE ENERGY PARTNERS, L.P., a Delaware limited partnership (the Partnership), SUNCOKE ENERGY PARTNERS GP LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), and SUNCOKE ENERGY, INC., a Delaware corporation (the Sponsor). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

CrossAmerica Partners LP – Form of Omnibus Agreement by and Among Lehigh Gas Partners Lp, Lehigh Gas Gp Llc, Lehigh Gas Corporation, Lehigh Gas-Ohio, Llc and Joseph v. Topper, Jr. (October 4th, 2012)

This Omnibus Agreement is entered into on, and effective as of, , 2012 (the Closing Date), and is by and among Lehigh Gas Partners LP, a Delaware limited partnership (the MLP or the Partnership), Lehigh Gas GP LLC, a Delaware limited liability company and the general partner of the MLP (the General Partner), Lehigh Gas Corporation, a Delaware corporation (LGC), and, for purposes of Article X only, Lehigh Gas-Ohio, LLC, a Delaware limited liability company (LGO), and, for purposes of Section 2.5, Article X and Article XI only, Joseph V. Topper, Jr. (Topper). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Seadrill Partners LLC – Form of Omnibus Agreement Among Seadrill Limited Seadrill Member Llc Seadrill Partners Llc Seadrill Operating Gp Llc Seadrill Operating Lp and Seadrill Capricorn Holdings Llc (September 21st, 2012)

THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), among Seadrill Limited, a limited company organized under the laws of Bermuda (Seadrill), Seadrill Partners LLC, a Marshall Islands limited liability company (the Company), Seadrill Member LLC, a Marshall Islands limited liability company and member of the Company (including any permitted successors and assigns under the Operating Agreement (as defined herein)) (the Seadrill Member), Seadrill Operating LP, a Marshall Islands limited partnership (Operating LP), Seadrill Operating GP LLC, a Marshall Islands limited liability company and the general partner of OPCO (Operating GP), and Seadrill Capricorn Holdings LLC, a Marshall Islands limited liability company (Holdings LLC and, together with Operating LP, OPCO).

Sunoco LP – Omnibus Agreement (August 29th, 2012)

This OMNIBUS AGREEMENT (Agreement) is entered into on, and effective as of, the Closing Date (as defined herein), among Susser Holdings Corporation, a Delaware corporation (SHC), Susser Petroleum Partners GP LLC, a Delaware limited liability company (the General Partner), and Susser Petroleum Partners LP, a Delaware limited partnership (the Partnership). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

CrossAmerica Partners LP – Form of Omnibus Agreement by and Among Lehigh Gas Partners Lp, Lehigh Gas Gp Llc, Lehigh Gas Corporation, Lehigh Gas-Ohio, Llc and Joseph V. Topper, Jr. (August 10th, 2012)

This Omnibus Agreement is entered into on, and effective as of, , 2012 (the "Closing Date"), and is by and among Lehigh Gas Partners LP, a Delaware limited partnership (the "MLP" or the "Partnership"), Lehigh Gas GP LLC, a Delaware limited liability company and the general partner of the MLP (the "General Partner"), Lehigh Gas Corporation, a Delaware corporation ("LGC"), and, for purposes of Article X only, Lehigh Gas-Ohio, LLC, a Delaware limited liability company ("LGO"), and, for purposes of Section 2.5, Article X and Article XI only, Joseph V. Topper, Jr. ("Topper"). The above-named entities are sometimes referred to in this Agreement each as a "Party" and collectively as the "Parties."

Hi-Crush Partners LP – Form of Omnibus Agreement (July 9th, 2012)

THIS OMNIBUS AGREEMENT (this Agreement), as it may be amended, modified or supplemented from time to time in accordance with the terms hereof, is entered into effective as of [*], 2012 (the Effective Date), and is by and among Hi-CRUSH PARTNERS LP, a Delaware limited partnership (the Partnership), HI-CRUSH GP LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), and HI-CRUSH PROPPANTS LLC, a Delaware limited liability company (Proppants). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

CrossAmerica Partners LP – Form of Omnibus Agreement by and Among Lehigh Gas Partners Lp, Lehigh Gas Gp Llc, Lehigh Gas Corporation, Lehigh Gas-Ohio, Llc and Joseph v. Topper, Jr. (July 3rd, 2012)

This Omnibus Agreement is entered into on, and effective as of, , 2012 (the Closing Date), and is by and among Lehigh Gas Partners LP, a Delaware limited partnership (the MLP or the Partnership), Lehigh Gas GP LLC, a Delaware limited liability company and the general partner of the MLP (the General Partner), Lehigh Gas Corporation, a Delaware corporation (LGC), and, for purposes of Article X only, Lehigh Gas-Ohio, LLC, a Delaware limited liability company (LGO), and, for purposes of Section 2.5 and Article X only, Joseph V. Topper, Jr. (Topper). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.