Omnibus Agreement Sample Contracts

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Phillips 66 Partners Lp – Seventh Amendment to the Omnibus Agreement (October 10th, 2017)

This Seventh Amendment (this Seventh Amendment) to the Omnibus Agreement (as amended, the Omnibus Agreement) by and among Phillips 66 Company (Company), on behalf of itself and the other Phillips 66 Entities (as defined in the Omnibus Agreement), Phillips 66 Pipeline LLC (Pipeline), Phillips 66 Partners LP (the Partnership), Phillips 66 Partners Holdings LLC (Holdings), Phillips 66 Carrier LLC (Carrier) and Phillips 66 Partners GP LLC (the General Partner) is dated as of the 1st day of October, 2017.

OMNIBUS AGREEMENT by and Among OASIS PETROLEUM INC., OASIS PETROLEUM LLC, OMS HOLDINGS LLC, OASIS MIDSTREAM SERVICES LLC, OASIS MIDSTREAM PARTNERS LP, OMP GP LLC and OMP OPERATING LLC (September 29th, 2017)

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

Oasis Midstream Partners LP – OMNIBUS AGREEMENT by and Among OASIS PETROLEUM INC., OASIS PETROLEUM LLC, OMS HOLDINGS LLC, OASIS MIDSTREAM SERVICES LLC, OASIS MIDSTREAM PARTNERS LP, OMP GP LLC and OMP OPERATING LLC (September 29th, 2017)

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

Oasis Midstream Partners LP – OMNIBUS AGREEMENT by and Among OASIS PETROLEUM INC., OASIS PETROLEUM LLC, OMS HOLDINGS LLC, OASIS MIDSTREAM SERVICES LLC, OASIS MIDSTREAM PARTNERS LP, OMP GP LLC and OMP OPERATING LLC (August 21st, 2017)

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

Navios Maritime Acquisition Corp. – Omnibus Agreement Among Navios Maritime Acquisition Corporation Navios Maritime Holdings Inc. Navios Maritime Partners L.P. Navios Maritime Midstream Partners L.P. Navios Maritime Containers Inc. And Navios Partners Containers Finance Inc (August 17th, 2017)

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 Partners), Navios Maritime Containers Inc., a Marshall Islands corporation (NMCI) and Navios Partners Containers Finance Inc., a Marshall Islands corporation (Navios Containers Finance).

Navios Maritime Partners Lp – Omnibus Agreement Among Navios Maritime Acquisition Corporation Navios Maritime Holdings Inc. Navios Maritime Partners L.P. Navios Maritime Midstream Partners L.P. Navios Maritime Containers Inc. And Navios Partners Containers Finance Inc (August 1st, 2017)

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 Partners), Navios Maritime Containers Inc., a Marshall Islands corporation (NMCI) and Navios Partners Containers Finance Inc., a Marshall Islands corporation (Navios Containers Finance).

Oasis Midstream Partners LP – OMNIBUS AGREEMENT by and Among OASIS PETROLEUM INC., OASIS PETROLEUM LLC, OMS HOLDINGS LLC, OASIS MIDSTREAM SERVICES LLC, OASIS MIDSTREAM PARTNERS LP, OMP GP LLC and OMP OPERATING LLC (May 30th, 2017)

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

Noble Midstream Partners LP – Limited Waiver to Omnibus Agreement (May 2nd, 2017)

This Limited Waiver to Omnibus Agreement (this "Agreement"), dated February 14, 2017 (the "Effective Date"), is by and among 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, NESI, NBL Midstream, OpCo and the General Partner, the "Parties" and each a "Party").

Hess Midstream Partners LP – OMNIBUS AGREEMENT by and Among HESS CORPORATION, HESS INFRASTRUCTURE PARTNERS LP, HESS INFRASTRUCTURE PARTNERS GP LLC, HESS MIDSTREAM PARTNERS LP, HESS TGP GP LLC, HESS TGP OPERATIONS LP, HESS NORTH DAKOTA EXPORT LOGISTICS GP LLC, HESS NORTH DAKOTA EXPORT LOGISTICS OPERATIONS LP, HESS NORTH DAKOTA PIPELINES OPERATIONS LP, HESS NORTH DAKOTA PIPELINES GP LLC, HESS MIDSTREAM PARTNERS GP LP and HESS MIDSTREAM PARTNERS GP LLC (April 10th, 2017)

This OMNIBUS AGREEMENT is entered into as of the Effective Date by and among HESS CORPORATION, a Delaware corporation (Hess), on behalf of itself and the other Hess Entities (as defined herein), HESS INFRASTRUCTURE PARTNERS LP, a Delaware limited partnership (HIP LP), HESS INFRASTRUCTURE PARTNERS GP LLC, a Delaware limited liability company (HIP GP), HESS MIDSTREAM PARTNERS LP, a Delaware limited partnership (the Partnership), HESS TGP GP LLC, a Delaware limited liability company, HESS TGP OPERATIONS LP, a Delaware limited partnership (HTGP Opco), HESS NORTH DAKOTA EXPORT LOGISTICS GP LLC, a Delaware limited liability company, HESS NORTH DAKOTA EXPORT LOGISTICS OPERATIONS LP, a Delaware limited partnership (Logistics Opco), HESS NORTH DAKOTA PIPELINES OPERATIONS LP, a Delaware limited partnership (Gathering Opco), HESS NORTH DAKOTA PIPELINES GP LLC, a Delaware limited liability company (Gathering GP), HESS MIDSTREAM PARTNERS GP LP, a Delaware limited partnership and the general partner

American Realty Capital Hospitality Trust, Inc. – Omnibus Agreement for Termination of Management Agreements (March 31st, 2017)

This Omnibus Agreement for Termination of Management Agreement ("Agreement"), is entered into as of March 31, 2017, except with respect to the Interstate Prime Management Agreements, as of April 3, 2017, (as applicable, the "Termination Date"), by and among (1) ARC Hospitality Portfolio I HIL TRS, LLC, a Delaware limited liability company with an address at 405 Park Avenue, New York, New York 10022 and ARC Hospitality Portfolio I NTC HIL TRS, LP, a Delaware limited partnership with an address at 405 Park Avenue, New York, New York 10022 (collectively hereinafter referred to as "Hilton Pool I Owner"); (2) ARC Hospitality Portfolio II HIL TRS, LLC, a Delaware limited liability company with an address at 405 Park Avenue, New York, New York 10022 and ARC HOSPITALITY PORTFOLIO II NTC HIL TRS, LP, a Delaware limited partnership with an address at 405 Park Avenue, New York, New York 10022 (collectively hereinafter referred to as "Hilton Pool II Owner" (and together with Hilton Pool I Owner, "

American Realty Capital Hospitality Trust, Inc. – Omnibus Agreement for Termination of Sub-Management Agreements (March 31st, 2017)

This Omnibus Agreement for Termination of Sub-Management Agreements ("Agreement"), is entered into as of March 31, 2017 (the "Termination Date"), by and among (1) American Realty Capital Hospitality Grace Portfolio, LLC ("Grace Owner") and American Realty Capital Hospitality PROPERTIES, LLC ("ARC Owner" (and together with Grace Owner, "Owner")), each a Delaware limited liability company with an address at 405 Park Avenue, New York, New York 10022; and (2) CRESTLINE HOTELS & RESORTS, LLC ("Crestline Manager") and CRESTLINE HOTELS OHIO BEVCO, LLC ("Crestline Bevco", and together with Crestline Manager, "Manager"), each a Delaware limited liability company with an address at 3950 University Drive, Suite 301, Fairfax, VA 22030.

EV Energy Partners, L.P. – Omnibus Agreement Extension (March 1st, 2017)

This Omnibus Agreement Extension ("Agreement") is entered into on February 23, 2017, and is by and between EnerVest, Ltd., a Texas limited partnership ("EnerVest") and EV Energy GP, LP, a Delaware limited partnership (the "General Partner").

Hess Midstream Partners LP – OMNIBUS AGREEMENT by and Among HESS CORPORATION, HESS INFRASTRUCTURE PARTNERS LP, HESS INFRASTRUCTURE PARTNERS GP LLC, HESS MIDSTREAM PARTNERS LP, HESS TGP GP LLC, HESS TGP OPERATIONS LP, HESS NORTH DAKOTA EXPORT LOGISTICS GP LLC, HESS NORTH DAKOTA EXPORT LOGISTICS OPERATIONS LP, HESS NORTH DAKOTA PIPELINES OPERATIONS LP, HESS NORTH DAKOTA PIPELINES GP LLC, HESS MIDSTREAM PARTNERS GP LP and HESS MIDSTREAM PARTNERS GP LLC (February 13th, 2017)

This OMNIBUS AGREEMENT is entered into as of the Effective Date by and among HESS CORPORATION, a Delaware corporation (Hess), on behalf of itself and the other Hess Entities (as defined herein), HESS INFRASTRUCTURE PARTNERS LP, a Delaware limited partnership (HIP LP), HESS INFRASTRUCTURE PARTNERS GP LLC, a Delaware limited liability company (HIP GP), HESS MIDSTREAM PARTNERS LP, a Delaware limited partnership (the Partnership), HESS TGP GP LLC, a Delaware limited liability company, HESS TGP OPERATIONS LP, a Delaware limited partnership (HTGP Opco), HESS NORTH DAKOTA EXPORT LOGISTICS GP LLC, a Delaware limited liability company, HESS NORTH DAKOTA EXPORT LOGISTICS OPERATIONS LP, a Delaware limited partnership (Logistics Opco), HESS NORTH DAKOTA PIPELINES OPERATIONS LP, a Delaware limited partnership (Gathering Opco), HESS NORTH DAKOTA PIPELINES GP LLC, a Delaware limited liability company (Gathering GP), HESS MIDSTREAM PARTNERS GP LP, a Delaware limited partnership and the general partner

Plains All American Pipeline – OMNIBUS AGREEMENT by and Among PLAINS GP HOLDINGS, L.P., PAA GP HOLDINGS LLC, PLAINS ALL AMERICAN PIPELINE, L.P., PAA GP LLC, PLAINS AAP, L.P., and PLAINS ALL AMERICAN GP LLC (November 21st, 2016)

This OMNIBUS AGREEMENT (this Agreement) is entered into this 15th day of November, 2016 (the Effective Date), by and among Plains GP Holdings, L.P., a Delaware limited partnership (PAGP), PAA GP Holdings LLC, a Delaware limited liability company (PAGP GP), Plains All American Pipeline, L.P., a Delaware limited partnership (PAA), PAA GP LLC, a Delaware limited liability company (PAA GP), Plains AAP, L.P., a Delaware limited partnership (AAP, together with PAGP, PAGP GP and their direct and indirect subsidiaries (other than members of the GP LLC Group), the PAGP Entities) and Plains All American GP LLC, a Delaware limited liability company (GP LLC, together with PAA GP, PAA and their direct and indirect subsidiaries (other than AAP), the GP LLC Group). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties. Capitalized terms not otherwise defined below have the meanings ascribed to such terms as set forth on Exhibit A to this

Plains Gp Holdings Lp – OMNIBUS AGREEMENT by and Among PLAINS GP HOLDINGS, L.P., PAA GP HOLDINGS LLC, PLAINS ALL AMERICAN PIPELINE, L.P., PAA GP LLC, PLAINS AAP, L.P., and PLAINS ALL AMERICAN GP LLC (November 21st, 2016)

This OMNIBUS AGREEMENT (this Agreement) is entered into this 15th day of November, 2016 (the Effective Date), by and among Plains GP Holdings, L.P., a Delaware limited partnership (PAGP), PAA GP Holdings LLC, a Delaware limited liability company (PAGP GP), Plains All American Pipeline, L.P., a Delaware limited partnership (PAA), PAA GP LLC, a Delaware limited liability company (PAA GP), Plains AAP, L.P., a Delaware limited partnership (AAP, together with PAGP, PAGP GP and their direct and indirect subsidiaries (other than members of the GP LLC Group), the PAGP Entities) and Plains All American GP LLC, a Delaware limited liability company (GP LLC, together with PAA GP, PAA and their direct and indirect subsidiaries (other than AAP), the GP LLC Group). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties. Capitalized terms not otherwise defined below have the meanings ascribed to such terms as set forth on Exhibit A to this

Phillips 66 Partners Lp – Fifth Amendment to the Omnibus Agreement (October 17th, 2016)

This Fifth Amendment (this "Fifth Amendment") to the Omnibus Agreement (as amended, the "Omnibus Agreement") by and among Phillips 66 Company ("Company"), on behalf of itself and the other Phillips 66 Entities (as defined in the Omnibus Agreement), Phillips 66 Pipeline LLC ("Pipeline"), Phillips 66 Partners LP (the "Partnership"), Phillips 66 Partners Holdings LLC ("Holdings"), Phillips 66 Carrier LLC ("Carrier") and Philips 66 Partners GP LLC (the "General Partner") is dated as of the 14th day of October, 2016.

Blueknight Energy – Omnibus Agreement (October 5th, 2016)

This Omnibus Agreement ("Agreement") is entered into on, and effective as of, October 5, 2016, among Ergon Asphalt & Emulsions, Inc., a Mississippi corporation ("Ergon"), Blueknight Energy Partners G.P., L.L.C., a Delaware limited partnership (the "General Partner"), Blueknight Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), BKEP Terminalling, L.L.C., a Texas limited liability company ("Holdings"), BKEP Asphalt, L.L.C., a Texas limited liability company ("BKEP Asphalt"), and BKEP Materials, L.L.C., a Texas limited liability company ("BKEP Materials").

Golar LNG Partners LP – Omnibus Agreement Among Golar Lng Limited Golar Power Limited Golar Lng Partners Lp Golar Gp Llc and Golar Partners Operating Llc (October 3rd, 2016)
Second Amendment to the Omnibus Agreement (September 26th, 2016)

This Second Amendment (this Second Amendment) to the Omnibus Agreement (as amended, the Omnibus Agreement) by and among Green Plains Inc., an Iowa corporation (Green Plains), Green Plains Partners LP, a Delaware limited partnership (the Partnership), Green Plains Holdings LLC, a Delaware limited liability company (the General Partner), and Green Plains Operating Company LLC, a Delaware limited liability company (the Operating Company and collectively with the Partnership and the General Partner, the Partnership Parties), is entered into on September 23, 2016, and dated effective as of September 23, 2016.

Green Plains Partners LP – Second Amendment to the Omnibus Agreement (September 26th, 2016)

This Second Amendment (this Second Amendment) to the Omnibus Agreement (as amended, the Omnibus Agreement) by and among Green Plains Inc., an Iowa corporation (Green Plains), Green Plains Partners LP, a Delaware limited partnership (the Partnership), Green Plains Holdings LLC, a Delaware limited liability company (the General Partner), and Green Plains Operating Company LLC, a Delaware limited liability company (the Operating Company and collectively with the Partnership and the General Partner, the Partnership Parties), is entered into on September 23, 2016, and dated effective as of September 23, 2016.

OMNIBUS AGREEMENT Among CDR BULLSEYE HOLDINGS, L.P., BULLSEYE G.P., LLC, BULLSEYE PARTNERSHIP, L.P., BULLSEYE HOLDINGS, L.P., BRAND ENERGY & INFRASTRUCTURE HOLDINGS, INC., HARSCO CORPORATION, and HARSCO (UK) GROUP LIMITED, Dated as of September 15, 2016 (September 21st, 2016)

This omnibus agreement, dated as of September 15, 2016 (this "Agreement"), is entered into by and among CDR Bullseye Holdings, L.P., a Delaware limited partnership ("CD&R"), Harsco Corporation, a Delaware corporation ("Harsco US"), Harsco (UK) Group Limited, a private limited company organized under the laws of England and Wales ("Harsco UK"), Bullseye G.P., LLC, a Delaware limited liability company (the "General Partner"), Bullseye Partnership, L.P., a Cayman Islands exempted limited partnership (the "Upper Tier Partnership"), Bullseye Holdings, L.P., a Cayman Islands exempted limited partnership (the "Lower Tier Partnership"), and Brand Energy & Infrastructure Holdings, Inc., a Delaware corporation ("Brand" and together with CD&R, Harsco US, Harsco UK, the General Partner, the Upper Tier Partnership, and the Lower Tier Partnership, the "Parties").

Noble Midstream Partners LP – 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 20, 2016 (September 20th, 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).

Atlas Resource Partners L.P. C – Omnibus Agreement (September 7th, 2016)

This OMNIBUS AGREEMENT (Agreement) is entered into on, and effective as of, the Closing Date (as defined herein) by and among Titan Energy Management, LLC, a Delaware limited liability company (Management), Atlas Energy Resource Services, Inc., a Delaware corporation (AERS), Titan Energy, LLC, a Delaware limited liability company (FinanceCo), and Titan Energy Operating, LLC, a Delaware limited liability company (Opco). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Atlas Resource Partners L.P. C – Omnibus Agreement (September 7th, 2016)

This OMNIBUS AGREEMENT (Agreement) is entered into on, and effective as of, the Closing Date (as defined herein) by and among Titan Energy Management, LLC, a Delaware limited liability company (Management), Atlas Energy Resource Services, Inc., a Delaware corporation (AERS), Titan Energy, LLC, a Delaware limited liability company (FinanceCo), and Titan Energy Operating, LLC, a Delaware limited liability company (Opco). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Dynagas LNG Partners LP – FIRST AMENDED AND RESTATED OMNIBUS AGREEMENT by and Among Dynagas LNG Partners LP Dynagas GP LLC Dynagas Operating LP Dynagas Operating GP LLC and Dynagas Holding Ltd. (April 18th, 2016)

THIS FIRST AMENDED AND RESTATED OMNIBUS AGREEMENT (this "Agreement") by and 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"), and 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"), is dated as of the 12th day of April, 2016. The above-named entities are sometimes

8point3 Energy Partners LP – Amendment No. 5 to Omnibus Agreement (April 7th, 2016)

This AMENDMENT NO. 5 TO OMNIBUS AGREEMENT (this "Amendment"), dated as of April 1, 2016 is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the "Operating Company"), 8point3 General Partner, LLC, a Delaware limited liability company (the "YieldCo General Partner"), 8point3 Holding Company, LLC, a Delaware limited liability company ("Holdings"), 8point3 Energy Partners LP, a Delaware limited partnership (the "Partnership"), First Solar, Inc., a Delaware corporation ("First Solar") and SunPower Corporation, a Delaware corporation ("SunPower" and, together with First Solar, each a "Sponsor" and collectively, the "Sponsors"). The above-named entities are sometimes referred to in this Amendment as a "Party" and collectively as the "Parties."

8point3 Energy Partners LP – Amendment No. 4 to Omnibus Agreement (April 1st, 2016)

This AMENDMENT NO. 4 TO OMNIBUS AGREEMENT (this "Amendment"), dated as of March 31, 2016 is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the "Operating Company"), 8point3 General Partner, LLC, a Delaware limited liability company (the "YieldCo General Partner"), 8point3 Holding Company, LLC, a Delaware limited liability company ("Holdings"), 8point3 Energy Partners LP, a Delaware limited partnership (the "Partnership"), First Solar, Inc., a Delaware corporation ("First Solar") and SunPower Corporation, a Delaware corporation ("SunPower" and, together with First Solar, each a "Sponsor" and collectively, the "Sponsors"). The above-named entities are sometimes referred to in this Amendment as a "Party" and collectively as the "Parties."

Phillips 66 Partners Lp – Fourth Amendment to the Omnibus Agreement (March 1st, 2016)

This Fourth Amendment (this "Fourth Amendment") to the Omnibus Agreement (as amended, the "Omnibus Agreement") by and among Phillips 66 Company ("Company"), on behalf of itself and the other Phillips 66 Entities (as defined in the Omnibus Agreement), Phillips 66 Pipeline LLC ("Pipeline"), Phillips 66 Partners LP (the "Partnership"), Phillips 66 Partners Holdings LLC ("Holdings"), Phillips 66 Carrier LLC ("Carrier") and Philips 66 Partners GP LLC (the "General Partner") is dated as of the 1st day of March, 2016.

First Amendment to the Omnibus Agreement (February 18th, 2016)

This First Amendment (this "First Amendment") to the Omnibus Agreement (as amended, the "Omnibus Agreement") by and among Green Plains Inc., an Iowa corporation ("Green Plains"), Green Plains Partners LP, a Delaware limited partnership (the "Partnership"), Green Plains Holdings LLC, a Delaware limited liability company (the "General Partner"), and Green Plains Operating Company LLC, a Delaware limited liability company (the "Operating Company" and collectively with the Partnership and the General Partner, the "Partnership Parties"), is entered into on January 4, 2016, and dated effective as of January 1, 2016.

Green Plains Partners LP – First Amendment to the Omnibus Agreement (February 18th, 2016)

This First Amendment (this "First Amendment") to the Omnibus Agreement (as amended, the "Omnibus Agreement") by and among Green Plains Inc., an Iowa corporation ("Green Plains"), Green Plains Partners LP, a Delaware limited partnership (the "Partnership"), Green Plains Holdings LLC, a Delaware limited liability company (the "General Partner"), and Green Plains Operating Company LLC, a Delaware limited liability company (the "Operating Company" and collectively with the Partnership and the General Partner, the "Partnership Parties"), is entered into on January 4, 2016, and dated effective as of January 1, 2016.

8point3 Energy Partners LP – Amendment No. 3 to Omnibus Agreement (January 27th, 2016)

This AMENDMENT NO. 3 TO OMNIBUS AGREEMENT (this "Amendment"), dated as of January 26, 2016 is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the "Operating Company"), 8point3 General Partner, LLC, a Delaware limited liability company (the "YieldCo General Partner"), 8point3 Holding Company, LLC, a Delaware limited liability company ("Holdings"), 8point3 Energy Partners LP, a Delaware limited partnership (the "Partnership"), First Solar, Inc., a Delaware corporation ("First Solar") and SunPower Corporation, a Delaware corporation ("SunPower" and, together with First Solar, each a "Sponsor" and collectively, the "Sponsors"). The above-named entities are sometimes referred to in this Amendment as a "Party" and collectively as the "Parties."

8point3 Energy Partners LP – Amendment No. 2 to Omnibus Agreement (December 4th, 2015)

This AMENDMENT NO. 2 TO OMNIBUS AGREEMENT (this "Amendment"), dated as of November 30, 2015 is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the "Operating Company"), 8point3 General Partner, LLC, a Delaware limited liability company (the "YieldCo General Partner"), 8point3 Holding Company, LLC, a Delaware limited liability company ("Holdings"), 8point3 Energy Partners LP, a Delaware limited partnership (the "Partnership"), First Solar, Inc., a Delaware corporation ("First Solar") and SunPower Corporation, a Delaware corporation ("SunPower" and, together with First Solar, each a "Sponsor" and collectively, the "Sponsors"). The above-named entities are sometimes referred to in this Amendment as a "Party" and collectively as the "Parties.

DigiPath,Inc. – Omnibus Agreement and Amendment (October 7th, 2015)

This Omnibus Agreement and Amendment (this "Agreement") is made as of the 1st day of October, 2015, by and among DigiPath, Inc., a Nevada corporation ("DIGP"), DigiPath Corp., a Kansas corporation ("Digi Corp") and Steven D. Barbee ("Barbee").

8point3 Energy Partners LP – Amendment No. 1 to Omnibus Agreement (August 17th, 2015)

This AMENDMENT NO. 1 TO OMNIBUS AGREEMENT (this "Amendment"), dated as of August 11, 2015 is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the "Operating Company"), 8point3 General Partner, LLC, a Delaware limited liability company (the "YieldCo General Partner"), 8point3 Holding Company, LLC, a Delaware limited liability company ("Holdings"), 8point3 Energy Partners LP, a Delaware limited partnership (the "Partnership"), First Solar, Inc., a Delaware corporation ("First Solar") and SunPower Corporation, a Delaware corporation ("SunPower" and, together with First Solar, each a "Sponsor" and collectively, the "Sponsors"). The above-named entities are sometimes referred to in this Amendment as a "Party" and collectively as the "Parties.

CNX Coal Resources LP – OMNIBUS AGREEMENT by and Among CONSOL ENERGY INC., CNX COAL RESOURCES GP LLC, CNX COAL RESOURCES LP and THE PARTIES LISTED ON EXHIBIT a HERETO Dated as of July 7, 2015 (July 13th, 2015)

This OMNIBUS AGREEMENT (as may be amended, modified, supplemented or restated from time to time, this Agreement) is entered into on, and effective as of, the Closing Date (as defined herein) by and among CONSOL Energy Inc., a Delaware corporation (CONSOL), CNX Coal Resources GP LLC, a Delaware limited liability company (the General Partner), CNX Coal Resources LP, a Delaware limited partnership (the Partnership), and the parties listed on Exhibit A to this Agreement (together with CONSOL, the General Partner and the Partnership, the Parties and each a Party).