USD Partners LP Sample Contracts

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF USD PARTNERS LP A Delaware Limited Partnership Dated as of October 15, 2014
USD Partners LP • October 21st, 2014 • Railroad switching & terminal establishments • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF USD PARTNERS LP dated as of October 15, 2014, is entered into by and between USD Partners GP LLC, a Delaware limited liability company, as the General Partner, USD Group LLC, a Delaware limited liability company, as the Organizational Limited Partner, and the other Limited Partners party hereto, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

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FORM OF CREDIT AGREEMENT Dated as of , 2014 among USD PARTNERS LP and USD TERMINALS CANADA ULC, as Borrowers CITIBANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, U.S. BANK NATIONAL ASSOCIATION, as L/C Issuer and The Other Lenders...
Credit Agreement • September 30th, 2014 • USD Partners LP • Railroad switching & terminal establishments • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of [ ], 2014, among USD PARTNERS LP, a Delaware limited partnership (the “US Borrower”), and USD TERMINALS CANADA ULC, an unlimited liability company subsisting under the laws of the Province of British Columbia, Canada (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), CITIBANK, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and U.S. BANK NATIONAL ASSOCIATION, as an L/C Issuer.

AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 6th, 2023 • USD Partners LP • Railroad switching & terminal establishments • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of November 2, 2018, among USD PARTNERS LP, a Delaware limited partnership (the “US Borrower”), and USD TERMINALS CANADA ULC, an unlimited liability company subsisting under the laws of the Province of British Columbia, Canada (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF MONTREAL, as Administrative Agent, Swing Line Lender and an L/C Issuer, U.S. BANK NATIONAL ASSOCIATION, as an L/C Issuer, and CITIBANK, N.A., as an L/C Issuer.

THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF USD PARTNERS LP A Delaware Limited Partnership Dated as of April 6, 2022
USD Partners LP • April 8th, 2022 • Railroad switching & terminal establishments • Delaware

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF USD PARTNERS LP dated as of April 6, 2022, is entered into by and between USD Partners GP LLC, a Delaware limited liability company, as the General Partner, and any other Persons who become Partners in the Partnership or parties hereto as provided herein.

MASTER ASSIGNMENT, ASSIGNMENT OF LIENS, AND AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 3rd, 2021 • USD Partners LP • Railroad switching & terminal establishments • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of November 2, 2018, among USD PARTNERS LP, a Delaware limited partnership (the “US Borrower”), and USD TERMINALS CANADA ULC, an unlimited liability company subsisting under the laws of the Province of British Columbia, Canada (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF MONTREAL, as Administrative Agent, Swing Line Lender and an L/C Issuer, U.S. BANK NATIONAL ASSOCIATION, as an L/C Issuer, and CITIBANK, N.A., as an L/C Issuer.

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 2, 2018 among USD PARTNERS LP and USD TERMINALS CANADA ULC, as Borrowers CITIBANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, U.S. BANK NATIONAL ASSOCIATION and BANK OF...
Security Agreement • November 8th, 2018 • USD Partners LP • Railroad switching & terminal establishments • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of November 2, 2018, among USD PARTNERS LP, a Delaware limited partnership (the “US Borrower”), and USD TERMINALS CANADA ULC, an unlimited liability company subsisting under the laws of the Province of British Columbia, Canada (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), CITIBANK, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, U.S. BANK NATIONAL ASSOCIATION, as an L/C Issuer, and BANK OF MONTREAL, as an L/C Issuer.

FACILITIES CONNECTION AGREEMENT BETWEEN USD TERMINALS CANADA INC. -AND- GIBSON ENERGY PARTNERSHIP JUNE 4, 2013
Facilities Connection Agreement • September 22nd, 2014 • USD Partners LP • Railroad switching & terminal establishments • Alberta

This Facilities Connection Agreement dated as of June 4, 2013 (the “Effective Date”) is made by and between USD Terminals Canada Inc. (“USD”), a British Columbia corporation and Gibson Energy Partnership (“Gibson”), an Alberta general partnership.

OMNIBUS AGREEMENT
Omnibus Agreement • October 21st, 2014 • USD Partners LP • Railroad switching & terminal establishments • Texas

This Omnibus Agreement (“Agreement”) is entered into on, and effective as of, October 15, 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”).

DEVELOPMENT RIGHTS AND COOPERATION AGREEMENT BETWEEN USD TERMINALS CANADA ULC, a British Columbia unlimited liability company as “Current Operator” AND USD TERMINALS CANADA II ULC, a British Columbia unlimited liability company as “Developer” Dated as...
And Cooperation Agreement • October 21st, 2014 • USD Partners LP • Railroad switching & terminal establishments • Alberta

THIS DEVELOPMENT RIGHTS AND COOPERATION AGREEMENT (“Agreement”) is made and entered into as of October 16, 2014 (the “Effective Date”), by and between USD TERMINALS CANADA ULC, a British Columbia unlimited liability company (together with its successors and assigns, “Current Operator”), and USD TERMINALS CANADA II ULC, a British Columbia unlimited liability company (together with its successors and assigns, “Developer”). Current Operator and Developer are sometimes referred to herein, collectively as the “Parties,” and individually, as a “Party.”

AGREEMENT
Agreement • November 17th, 2015 • USD Partners LP • Railroad switching & terminal establishments • Delaware

This AGREEMENT (this “Agreement”) is made and entered into as of November 17, 2015, by and among Cogent Energy Solutions, LLC, a Delaware limited liability company (“Cogent”), Randy Balhorn (“Balhorn”), Steve Magness (“Magness” and, together with Cogent and Balhorn, the “Cogent Group Members”), USD Group, LLC, a Delaware limited liability company (solely with respect to Section 2) (“USD Group”), and USDP CCR LLC, a Delaware limited liability company (“Buyer”). Cogent, Balhorn, Magness and Buyer are sometimes referred to in this Agreement together as the “Parties” and individually as a “Party.” Capitalized terms used in this Agreement but not defined herein shall have the respective meanings given to such terms in the MIPA (as defined below).

AGREEMENT TO EXTEND TEMPORARY WAIVER PERIOD AND TEMPORARY WAIVER OF EVENT OF DEFAULT FOR MISSED PAYMENT ON MATURITY DATE November 1, 2023
Agreement • November 2nd, 2023 • USD Partners LP • Railroad switching & terminal establishments

Reference is made to that certain (i) Credit Agreement dated as of November 2, 2018, among USD Partners LP, a Delaware limited partnership, as a borrower (the “US Borrower”), USD Terminals Canada ULC, an unlimited liability company subsisting under the laws of the Province of British Columbia, Canada, as a borrower (the “Canadian Borrower”, and together with the US Borrower, the “Borrowers” and each a “Borrower”), the lenders party thereto, and Bank of Montreal as administrative agent (in such capacity, the “Administrative Agent”) (as amended by that certain Master Assignment, Assignment of Liens, and Amendment No. 1 to Amended and Restated Credit Agreement dated as of October 29, 2021, Amendment No. 2 to Amended and Restated Credit Agreement dated as of April 6, 2022, Amendment No. 3 to Amended and Restated Credit Agreement dated as of January 31, 2023, and Amendment No. 4 to Amended and Restated Credit Agreement dated as of August 8, 2023 (“Amendment No. 4”), and as further amended,

FORM OF OFFER TO PURCHASE AND AGREEMENT OF PURCHASE AND SALE ARTICLE 1 OFFER AND ACCEPTANCE
Development Rights • September 30th, 2014 • USD Partners LP • Railroad switching & terminal establishments • Alberta

THIS DEVELOPMENT RIGHTS AND COOPERATION AGREEMENT (“Agreement”) is made and entered into as of , 2014 (the “Effective Date”), by and between USD TERMINALS CANADA ULC, a British Columbia unlimited liability company (together with its successors and assigns, “Current Operator”), and USD TERMINALS CANADA II ULC, a British Columbia unlimited liability company (together with its successors and assigns, “Developer”). Current Operator and Developer are sometimes referred to herein, collectively as the “Parties,” and individually, as a “Party.”

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • November 17th, 2015 • USD Partners LP • Railroad switching & terminal establishments • Delaware

This TRANSITION SERVICES AGREEMENT (“Agreement”) is entered into on November 17, 2015 by and between Cogent Energy Solutions, LLC, a Delaware limited liability company (“Contractor”), and Casper Crude to Rail, LLC, a Wyoming limited liability company (the “Company”). Contractor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 8th, 2023 • USD Partners LP • Railroad switching & terminal establishments

This Amendment No. 4 to Amended and Restated Credit Agreement (this “Agreement”) dated as of August 8, 2023, is among USD Partners LP, a Delaware partnership, as a borrower (the “US Borrower”), USD Terminals Canada ULC, an unlimited liability company subsisting under the laws of the Province of British Colombia, Canada, as a borrower (the “Canadian Borrower”, and together with the US Borrower, the “Borrowers” and each a “Borrower”), the lenders party hereto (the “Lenders”), and Bank of Montreal as administrative agent (in such capacity, the “Administrative Agent”), and the guarantors that are party hereto (the “Guarantors”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 17th, 2015 • USD Partners LP • Railroad switching & terminal establishments • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of November 17, 2015, by and between USD Partners LP, a Delaware limited partnership (the “Partnership”), and Cogent Energy Solutions, LLC, a Delaware limited liability company (“Cogent”).

AGREEMENT TO EXTEND TEMPORARY WAIVER PERIOD November 17, 2023
Agreement to Extend • November 17th, 2023 • USD Partners LP • Railroad switching & terminal establishments

Reference is made to that certain (i) Credit Agreement dated as of November 2, 2018, among USD Partners LP, a Delaware limited partnership, as a borrower (the “US Borrower”), USD Terminals Canada ULC, an unlimited liability company subsisting under the laws of the Province of British Columbia, Canada, as a borrower (the “Canadian Borrower”, and together with the US Borrower, the “Borrowers” and each a “Borrower”), the Guarantors party thereto from time to time, the lenders party thereto from time to time (the “Lenders”), and Bank of Montreal as administrative agent (in such capacity, the “Administrative Agent”) (as amended by that certain Master Assignment, Assignment of Liens, and Amendment No. 1 to Amended and Restated Credit Agreement dated as of October 29, 2021, Amendment No. 2 to Amended and Restated Credit Agreement dated as of April 6, 2022, Amendment No. 3 to Amended and Restated Credit Agreement dated as of January 31, 2023, and Amendment No. 4 to Amended and Restated Credit

US DEVELOPMENT GROUP, LLC USD GROUP LLC USD PARTNERS LP USD PARTNERS GP LLC USD LOGISTICS OPERATIONS LP November 21, 2023
USD Partners LP • November 24th, 2023 • Railroad switching & terminal establishments

This side letter agreement (the “Agreement”) memorializes the agreement of US Development Group, LLC, a Delaware limited liability company (“USDG”), 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 USDG, USD, the Partnership and the General Partner, the “Parties” and each a “Party”), to amend that certain Amended and Restated Omnibus Agreement, effective as of June 28, 2021 (as amended, supplemented or otherwise modified from time to time, the “Omnibus Agreement”), by and among the Parties, to, among other matters more particularly described herein, place certain limitations on the Administrative Fee (as defined in the Omnibus Agreement) and the reimbursement of expenses u

AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 8th, 2022 • USD Partners LP • Railroad switching & terminal establishments • New York

This AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of April 6, 2022 (the “Effective Date”), is among USD Partners LP, a Delaware limited partnership (the “US Borrower”), USD Terminals Canada ULC, an unlimited liability company subsisting under the laws of the Province of British Columbia, Canada (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers” and, each a “Borrower”), the Guarantors (as defined in the Credit Agreement described below) party hereto, Bank of Montreal, as the administrative agent (the “Administrative Agent”), and the other financial institutions executing this Agreement as Lenders (as defined below).

MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between USDP CCR LLC, as Seller and SOUTH 49 HOLDINGS LTD., as Buyer Dated as of March 20, 2023
Membership Interest Purchase Agreement • March 23rd, 2023 • USD Partners LP • Railroad switching & terminal establishments • Delaware

This MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of March 20, 2023 (this “Agreement”), by and between USDP CCR LLC, a Delaware limited liability company (the “Seller”), and South 49 Holdings Ltd., a Delaware corporation (the “Buyer”).

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
Conveyance and Assumption • October 21st, 2014 • USD Partners LP • Railroad switching & terminal establishments

This Contribution, Conveyance and Assumption Agreement, dated as of October 15, 2014 (as amended or supplemented from time to time, this “Agreement”), is by and among US Development Group, LLC, a Delaware limited liability company (“USD”), USD Group LLC, a Delaware limited liability company (“USDG”), USD Partners GP LLC, a Delaware limited liability company (the “General Partner”), USD Partners LP, a Delaware limited partnership (the “Partnership”), and USD Logistics Operations LP, a Delaware limited partnership (“Opco”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.

AMENDED AND RESTATED OMNIBUS AGREEMENT
Amended And • June 29th, 2021 • USD Partners LP • Railroad switching & terminal establishments • Texas

This Amended and Restated Omnibus Agreement (this “Agreement”) is entered into on, and effective as of, June 28, 2021 (the “Effective 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”).

MARKETING SERVICES AGREEMENT
Marketing Services Agreement • August 8th, 2017 • USD Partners LP • Railroad switching & terminal establishments • Texas

This Marketing Services Agreement (this “Agreement”) is entered into as of May 31, 2017 (“Effective Date”) by and between USD Marketing LLC, a Delaware limited liability company (“USDM”) and Stroud Crude Terminal LLC, a Delaware limited liability company (“SCT”). USDM and SCT are individually referred to herein as a “Party” and collectively as the “Parties”.

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SECOND AMENDMENT TO FACILITIES CONNECTION AGREEMENT
Facilities Connection Agreement • March 5th, 2020 • USD Partners LP • Railroad switching & terminal establishments • Alberta

THIS SECOND AMENDMENT TO FACILITIES CONNECTION AGREEMENT (this "Second Amendment") is made effective at of the 23rd day of August, 2019 (the “Second Amendment Effective Date”).

3,000,000 Common Units USD PARTNERS LP UNDERWRITING AGREEMENT
Underwriting Agreement • June 12th, 2017 • USD Partners LP • Railroad switching & terminal establishments • New York
COMMITMENT INCREASE AND AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • November 13th, 2015 • USD Partners LP • Railroad switching & terminal establishments • New York

This COMMITMENT INCREASE AND AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated effective as of November 13, 2015 (the “Effective Date”), is by and among USD Partners LP, a Delaware limited partnership (the “US Borrower”), USD Terminals Canada ULC, an unlimited liability company subsisting under the laws of the Province of British Columbia, Canada (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers” and, each a “Borrower”), the Guarantors party hereto, the Lenders party hereto, and Citibank, N.A., as a letter of credit issuer, as swing line lender, as a lender, as an increasing lender, and as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

TERMINATION AGREEMENT
Termination Agreement • November 24th, 2023 • USD Partners LP • Railroad switching & terminal establishments • Texas

This Termination Agreement (this “Agreement”) is entered into on November 21, 2023 by and between USD Marketing LLC, a Delaware limited liability company (“USDM”), and Stroud Crude Terminal LLC, a Delaware limited liability company (“SCT”). Each of USDM and SCT is referred to herein as a “Party” and, collectively, the “Parties”.

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and among USD LOGISTICS OPERATIONS GP LLC, USD LOGISTICS OPERATIONS LP, USD PARTNERS LP, USD NORTH AMERICA GP LLC, USD NORTH AMERICA LP, USD GROUP LLC, and USD PARTNERS GP LLC, dated as of March 27,...
Assignment and Assumption Agreement • March 29th, 2022 • USD Partners LP • Railroad switching & terminal establishments • Delaware

This Contribution, Conveyance and Assumption Agreement (this “Agreement”) is made and entered into as of March 27, 2022, by and among USD Logistics Operations GP LLC, a Delaware limited liability company (“USDLO GP”), USD Logistics Operations LP, a Delaware limited partnership (“USDLO LP”), USD Partners LP, a Delaware limited partnership (the “Partnership” together with USDLO GP and USDLO LP, the “Partnership Acquiring Entities”), USD North America GP LLC, a Delaware limited liability company (“USDNA GP”), USD North America LP, a Delaware limited partnership (“USDNA LP,” together with USDNA GP, the “Hardisty Contributors”), USD Group LLC, a Delaware limited liability company (“USD Group”), and USD Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner,” together with the Hardisty Contributors and USD Group, the “Contributor Parties”). The Partnership Acquiring Entities and the Contributor Parties are sometimes referred to

AGREEMENT TO EXTEND TEMPORARY WAIVER PERIOD AND WAIVER OF EVENT OF DEFAULT FOR MISSED INTEREST PAYMENT October 6, 2023
Agreement • October 10th, 2023 • USD Partners LP • Railroad switching & terminal establishments

Reference is made to that certain Credit Agreement dated as of November 2, 2018, among USD Partners LP, a Delaware partnership, as a borrower (the “US Borrower”), USD Terminals Canada ULC, an unlimited liability company subsisting under the laws of the Province of British Colombia, Canada, as a borrower (the “Canadian Borrower”, and together with the US Borrower, the “Borrowers” and each a “Borrower”), the lenders party thereto, and Bank of Montreal as administrative agent (in such capacity, the “Administrative Agent”) (as amended by that certain Master Assignment, Assignment of Liens, and Amendment No. 1 to Amended and Restated Credit Agreement dated as of October 29, 2021, Amendment No. 2 to Amended and Restated Credit Agreement dated as of April 6, 2022, Amendment No. 3 to Amended and Restated Credit Agreement dated as of January 31, 2023, and Amendment No. 4 to Amended and Restated Credit Agreement dated as of August 8, 2023 (“Amendment No. 4”), and as further amended, restated, mo

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
Contribution, Conveyance and Assumption Agreement • September 22nd, 2014 • USD Partners LP • Railroad switching & terminal establishments

This Contribution, Conveyance and Assumption Agreement, dated as of , 2014 (this “Agreement”), is by and among US Development Group, LLC, a Delaware limited liability company (“USD”), USD Group LLC, a Delaware limited liability company (“USDG”), USD Partners GP LLC, a Delaware limited liability company (the “General Partner”), USD Partners LP, a Delaware limited partnership (the “Partnership”), and USD Logistics Operations LP, a Delaware limited partnership (“Opco”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.

SERVICES AGREEMENT BETWEEN USD TERMINALS CANADA ULC AND USD MARKETING LLC
Services Agreement • August 29th, 2014 • USD Partners LP • Railroad switching & terminal establishments • Alberta

If any section or provision of this Agreement or any exhibit or rider hereto shall be determined to be invalid by Applicable Law, then for such period that the same is invalid, it shall be deemed to be deleted from this Agreement and the remaining portions of this Agreement shall remain in full force and effect.

USD PARTNERS LP 9,120,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • October 15th, 2014 • USD Partners LP • Railroad switching & terminal establishments • New York
MARKETING SERVICES AGREEMENT
Marketing Services Agreement • June 29th, 2021 • USD Partners LP • Railroad switching & terminal establishments • Texas

This Marketing Services Agreement (this “Agreement”) is entered into as of June 28, 2021 (“Effective Date”) by and between USD Clean Fuels LLC, a Delaware limited liability company (“USDCF”) and West Colton Rail Terminal LLC, a Delaware limited liability company (“WCRT”). USDCF and WCRT are individually referred to herein as a “Party” and collectively as the “Parties”.

FIRST AMENDMENT TO FACILITIES CONNECTION AGREEMENT
Confidential Treatment • March 7th, 2019 • USD Partners LP • Railroad switching & terminal establishments • Alberta

THIS FIRST AMENDMENT TO FACILITIES CONNECTION AGREEMENT (this "First Amendment") is made effective as of the day of , 20 (the “First Amendment Effective Date”).

THIRD AMENDMENT TO FACILITIES CONNECTION AGREEMENT
Facilities Connection Agreement • May 7th, 2020 • USD Partners LP • Railroad switching & terminal establishments • Alberta

THIS THIRD AMENDMENT TO FACILITIES CONNECTION AGREEMENT (this "Third Amendment") is made effective as of the 9th day of April, 2020 (the "Third Amendment Effective Date").

PHANTOM UNIT AGREEMENT
Term Incentive Plan • February 20th, 2015 • USD Partners LP • Railroad switching & terminal establishments • Delaware

Pursuant to this Phantom Unit Agreement, dated as of the Grant Date set forth in the Grant Notice below (this “Agreement”), USD Partners GP LLC (the “Company”), as the general partner of USD Partners LP (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 USD Partners LP 2014 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.

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