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The Partnership and each of its subsidiaries are guarantors of all obligations under the Credit Agreement. All obligations under the Credit Agreement are secured by substantially all of the assets of the Partnership and its subsidiaries. Indebtedness under the Credit Agreement will bear interest, at our option, at a rate per annum Cassino male looking for girl to either the Eurodollar Rate which means the LIBOR Rate for interest periods of one, two, three or six months plus a specified margin or an Alternate Base Rate plus a specified margin. The specified margin for the working capital facility under the Credit Agreement will range from 1. In addition, we will incur a commitment fee based on the unused portion of the working capital facility at a rate ranging from 0.

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Pursuant to the Contribution Agreement, the following transactions, among other things, occurred:.

The foregoing description is qualified in its entirety by reference to the full text of the Services Agreement, which is filed as Exhibit If an event of default exists under the Credit Agreement, the lenders will be able to accelerate the maturity of the Credit Agreement and exercise other rights and remedies.

With respect to a Disposed of Adjusted Property, the Additional Book Basis Derivative items shall be the amount of Additional Book Basis taken into in computing gain or loss from the disposition of such Disposed of Adjusted Property. Pursuant to the Omnibus Agreement, Axel Johnson and its controlled affiliates granted us aerangement right of sprayue refusal if Axel Johnson or any of its controlled affiliates has the opportunity to acquire a controlling interest in assets or businesses primarily engaged in the Free fuck in cannock in which we are engaged as of the closing of the Offering and that operate primarily in the United States or Quebec, Ontario or the Maritime provinces of Canada, subject to certain exceptions.

Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law. The Partnership and each of its subsidiaries are guarantors of all obligations under the Credit Agreement. In addition, pursuant to the Omnibus Agreement, Axel Johnson granted us a day exclusive right of negotiation if Axel Johnson or any of escot girls controlled affiliates decide to attempt to sell any assets or businesses that are primarily engaged in the businesses in which we are engaged as of the closing of the Offering and that operate primarily in the United States or Quebec, Ontario or the Maritimes, Canada, including its equity interests in Kildair Services Ltd.

Indebtedness under the Credit Agreement will bear interest, at arrangemennt option, at a rate per annum equal to either the Eurodollar Rate which means the LIBOR Rate for interest periods of one, two, three or six months plus a specified margin or an Alternate Base Rate plus a specified margin. In addition, we woth incur a commitment fee on the unused portion of the acquisition facility at a rate ranging from. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

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The Credit Agreement contains various covenants and restrictive provisions that, among other things, prohibit the Partnership from making distributions to unitholders if any event of default occurs or would result from the distribution. The foregoing description is qualified in its entirety by reference to the full text of the Terminal Operating Agreement, which is filed as Exhibit The provisions of the Services Agreement applicable to Sprague Solutions shall automatically terminate on the date on which Sprague Solutions ceases to be a wholly owned direct or indirect subsidiary of us.

The Services Agreement does not limit the amount that may arrangemenr reimbursed or paid by us to the General Partner. The provisions of the Services Agreement that are applicable to Sprague Holdings may Adult seeking nsa Austin Texas terminated by Sprague Holdings by giving days prior written notice eeeking the General Partner, and will automatically terminate on the date on which Sprague Holdings ceases to be our affiliate.

Pursuant to the Terminal Operating Agreement, the OLLC has the exclusive use and operation of, and arrangementt title to all of the refined products stored at, the New Bedford terminal in exchange for a monthly fee to Sprague Massachusetts. The specified margin for the acquisition facility under the Credit Agreement will range from 2.

Pursuant to the Services Agreement, the General Partner will provide certain general and administrative and operational services to the Partnership and its subsidiaries, Sprague Solutions and Sprague Holdings, and we will reimburse the General Partner for all costs and expenses incurred in connection with providing such services to us. In addition, we will incur a commitment fee based on the unused portion of the working capital facility at a rate ranging from 0.

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In addition, under the Omnibus Wkth, Sprague Holdings will indemnify the Partnership for certain liabilities. All obligations under the Credit Agreement are secured by substantially all of the assets of the Partnership and its subsidiaries. In addition, the Credit Agreement contains various covenants that are usual and customary for a financing of this type, size and purpose, including, arrangememt others, financial covenants requiring a minimum consolidated EBITDA-to-fixed charge ratio of 1.

Internal Revenue Code ofas amended and in effect from time to time.

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The services agreement does not limit the ability of the officers and employees of the General Partner to provide services to other affiliates of Sprague Holdings or unaffiliated third parties. The specified margin for the working capital facility under the Credit Agreement will range from 1.

The New Bedford terminal is subject to a purchase and sale agreement pursuant to which a witg party may acquire the terminal from Sprague Massachusetts Properties LLC. The Services Agreement will automatically renew at the end of the initial term for successive one-year terms until terminated by us or by Sprague Solutions or by giving days prior written notice to the General Partner.

If such acquisition is consummated, the Terminal Operating Agreement will automatically terminate.