CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among SPRAGUE RESOURCES LP, SPRAGUE RESOURCES GP LLC, AXEL JOHNSON INC., SPRAGUE INTERNATIONAL PROPERTIES LLC, SPRAGUE CANADIAN PROPERTIES LLC, SPRAGUE RESOURCES HOLDINGS LLC, And SPRAGUE...

Exhibit 10.2

CONTRIBUTION, CONVEYANCE AND ASSUMPTION

AGREEMENT

By and Among

▇▇▇▇▇▇▇ RESOURCES LP,

▇▇▇▇▇▇▇ RESOURCES GP LLC,

▇▇▇▇ ▇▇▇▇▇▇▇ INC.,

▇▇▇▇▇▇▇ INTERNATIONAL PROPERTIES LLC,

▇▇▇▇▇▇▇ CANADIAN PROPERTIES LLC,

▇▇▇▇▇▇▇ RESOURCES HOLDINGS LLC,

And

▇▇▇▇▇▇▇ OPERATING RESOURCES LLC

Dated as of , 2013

CONTRIBUTION, CONVEYANCE AND ASSUMPTION

AGREEMENT

This Contribution, Conveyance and Assumption Agreement, dated as of , 2013 (this “Agreement”), is by and among ▇▇▇▇▇▇▇ Resources LP, a Delaware limited partnership (the “Partnership”), ▇▇▇▇▇▇▇ Resources GP LLC, a Delaware limited liability company (the “General Partner”), ▇▇▇▇ ▇▇▇▇▇▇▇ Inc., a Delaware corporation (“AJI”), ▇▇▇▇▇▇▇ International Properties LLC, a Delaware limited liability company (the “SPV”), ▇▇▇▇▇▇▇ Canadian Properties LLC, a Delaware limited liability company (the “SPV2”), ▇▇▇▇▇▇▇ Resources Holdings LLC, a Delaware limited liability company (“Holdings”), and ▇▇▇▇▇▇▇ Operating Resources LLC, a Delaware limited liability company (the “OLLC”). The above named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.

RECITALS

WHEREAS, the General Partner and Holdings have formed the Partnership, pursuant to the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”), for the purpose of engaging in any business activity that is approved by the General Partner and that lawfully may be conducted by a limited partnership organized pursuant to the Delaware LP Act.

WHEREAS, each of the following actions has been taken prior to the date hereof:

AJI formed Holdings to which AJI it contributed $2,000 in exchange for all of the membership interests in Holdings.

Holdings formed the General Partner to which it contributed $1,000 in exchange for all of the membership interests in the General Partner.

The General Partner and Holdings formed the Partnership to which the General Partner contributed $10 and Holdings contributed $990 in exchange for a 1% general partner interest and a 99% limited partner interest, respectively.

Holdings formed the SPV to which it contributed $1,000 in exchange for all of the membership interests in the SPV.

The SPV formed the SPV2 to which it contributed $1,000 in exchange for all of the membership interests in the SPV2.

▇▇▇▇▇▇▇ Energy Corp. filed articles of conversion with the Secretary of State of the State of Delaware pursuant to which it converted into a limited liability company named “▇▇▇▇▇▇▇ Operating Resources LLC” and subsequently filed an election with the Internal Revenue Service (the “IRS”) on Form 8832 electing, effective on the date of formation of the OLLC, to be treated as a corporation for U.S. federal income tax purposes.

WHEREAS, pursuant hereto, each of the following will occur at the Effective Time in the order set forth herein:

The OLLC will effect the amalgamation of Kildair Service Ltd. and 8604827 Canada Inc., with 8604827 Canada Inc., after amalgamation, being the “Surviving Entity”.

The OLLC will effect the amalgamation of the Surviving Entity and ▇▇▇▇▇▇▇ Energy Canada Ltd. (after amalgamation, “New Kildair”). New Kildair will retain (i) ▇▇▇▇▇▇▇ Energy Canada Ltd.’s U.S. tax ID number and (ii) Kildair Service Ltd.’s Canadian tax ID number. New Kildair’s name will be “Kildair Service Ltd.”

AJI will contribute all of the membership interests in the OLLC (the “OLLC Interest”) to Holdings.

The OLLC will file an election with the IRS on Form 8832 to be disregarded as an entity separate from its sole tax owner for U.S. federal income tax purposes to be effective prior to the Effective Time.

The OLLC will assign to the General Partner all of the corporate assets set forth on Schedule A hereto (together, the “Corporate Assets”).

The OLLC will assign to the SPV (i) the notes receivable aggregating $ million from ▇▇▇▇▇▇▇ Energy Canada Ltd. set forth on Schedule B hereto (together, the “Notes Receivable”); (ii) all of the equity interests in Ekotek Inc., a Delaware corporation (“Ekotek”); (iii) all of the equity interests in ▇▇▇▇▇▇▇ Massachusetts Properties LLC, a Delaware limited liability company (“▇▇▇▇▇▇▇ Massachusetts”), and any other interest in the assets related to the New Bedford Terminal that may be held in the name of the OLLC (the “New Bedford Terminal Assets”); (iv) all of the equity interests in ▇▇▇▇▇▇▇ New York Properties LLC, a Delaware limited liability company (“▇▇▇▇▇▇▇ New York”); and (v) all of the assets comprising each of ▇▇▇▇▇▇▇’▇ Bucksport, Portsmouth and Oceanside Terminals (the “Bucksport, Portsmouth and Oceanside Terminal Assets” and, together with the Note Receivable and the New Bedford Terminal Assets, the “OLLC Distribution Interest”).

The SPV will assume approximately $ million of OLLC unsecured debt and approximately $ million of OLLC long-term acquisition debt set forth in Schedule C hereto (together, the “Long-Term Debt”).

The OLLC will assign to the SPV2 all of the interests in New Kildair.

The OLLC will assign to Holdings $ million of its accounts receivable (the “Accounts”) [and $ million in cash (the “Cash Disbursement”)].

10.

Holdings will convey to the Partnership the OLLC Interest (the “Holdings Contribution”) in exchange for (a) Common Units, representing a % limited partner interest in the Partnership, (b) Subordinated Units, representing a % limited partner interest in the Partnership, (c) all of the equity interests in the Partnership classified as Incentive Distribution Rights under the Partnership Agreement, and (d) the right to receive the Deferred Issuance and Distribution (as defined in Article III hereof) (collectively, the “Holdings Consideration”).

11.

In connection with the Offering, the public, through the Underwriters, will contribute $ million ($ million net of the Underwriters’ Spread) in cash to the Partnership in exchange for the Firm Units, as contemplated by the Registration Statement.

12.

The Partnership will pay Barclays Capital Inc. a structuring fee equal to 0.75% of the gross proceeds of the sale of the Firm Units (the “Firm Structuring Fee”) and any Option Units (the “Option Structuring Fee” and, together with the Firm Structuring Fee, the “Structuring Fee”).

13.

The Partnership will pay all offering expenses, estimated to be approximately $2.3 million, excluding the Underwriters’ Spread and the Structuring Fee.

14.

The Partnership will use the net proceeds from the sale of the Firm Units to repay $ million of its outstanding working capital borrowings.

15.

The Partnership will redeem the initial interests of the General Partner and Holdings and will refund the General Partner’s initial contribution of $10 and Holding’s initial contribution of $990.

WHEREAS, the shareholders, members or partners of the Parties have taken all corporate, limited liability company and partnership action, respectively, as the case may be, required to approve the transactions contemplated by this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

The terms set forth below in this Article I shall have the meanings ascribed to them below or in the part of this Agreement referred to below:

“Commission” means the United States Securities and Exchange Commission.

“Common Unit” means a common unit representing a limited partner interest in the Partnership having the rights set forth in the Partnership Agreement.

“Effective Time” means 8:00 a.m. prevailing Eastern Time on the date of the closing of the offering of the Firm Units.

“Firm Net Proceeds” means the net proceeds from the sale of the Firm Units, after deducting offering expenses, the Underwriters’ Spread and the Firm Structuring Fee.

“Firm Units” means the Common Units to be sold by the Partnership to the Underwriters in the Offering pursuant to the terms of the Underwriting Agreement, but does not include any Option Units.

“Offering” means the initial public offering of the Partnership as contemplated by the Registration Statement.

“Option Closing Date” has the meaning assigned to it in the Partnership Agreement.

“Option Units” means the Common Units that the Partnership will agree to issue upon an exercise of the Over-Allotment Option.

“Original Partnership Agreement” means that certain Agreement of Limited Partnership of the Partnership, dated as of June 23, 2011.

“Over-Allotment Option” has the meaning set forth in the Partnership Agreement.

“Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of the Partnership, substantially in the form attached as Appendix A to the Registration Statement.

“Registration Statement” means the Registration Statement on Form S-1 filed with the Commission (Registration No. 333-175826), as amended.

“Subordinated Unit” means a subordinated unit representing a limited partner interest in the Partnership having the rights set forth in the Partnership Agreement.

“Underwriters” means the underwriters listed in the Underwriting Agreement.

“Underwriters’ Spread” means the total amount of the Underwriters’ discount.

“Underwriting Agreement” means a firm commitment underwriting agreement with respect to the Offering to be entered into by and among Holdings, the Partnership, the General Partner and the Underwriters.

ARTICLE II

CONTRIBUTIONS, ACKNOWLEDGEMENTS AND DISTRIBUTIONS

The following shall be completed at the Effective Time in the order set forth herein:

Section 2.1 Amalgamation of Surviving Entity. The OLLC hereby agrees to effect the amalgamation of Kildair Service Ltd. and 8604827 Canada Inc., with the Surviving Entity to be the surviving entity.

Section 2.2 Amalgamation of New Kildair. The OLLC hereby agrees to effect the amalgamation of the Surviving Entity and ▇▇▇▇▇▇▇ Energy Canada Ltd., with New Kildair to be the surviving entity.

Section 2.3 Conveyance of the OLLC Interest by AJI to Holdings. AJI hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to Holdings, its successors and its assigns, for its and their own use forever, all right, title and interest in and to the OLLC Interest, and Holdings hereby accepts the OLLC Interest.

Section 2.4 Form 8832 Election by the OLLC. The OLLC hereby agrees to file with the IRS an election on Form 8832 electing to be disregarded as an entity separate from its sole tax owner for U.S. federal income tax purposes to be effective prior to the Effective Time.

Section 2.5 Conveyance of Overhead Assets by the OLLC to General Partner. The OLLC hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the General Partner, its successors and its assigns, for its and their own use forever, all right, title and interest in and to the Corporate Assets, and the General Partner hereby accepts the Corporate Assets.

TO HAVE AND TO HOLD, the Corporate Assets unto the General Partner, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject, however, to the terms and conditions stated in this Agreement and in such instruments of conveyance, forever.

Section 2.6 Distribution of OLLC Distribution Interest by the OLLC to the SPV. The OLLC hereby grants, distributes, bargains, conveys, assigns, transfers, sets over and delivers to the SPV, its successors and its assigns, for its and their own use forever, all right, title and interest in and to the OLLC Distribution Interest, and the SPV hereby accepts the OLLC Distribution Interest.

TO HAVE AND TO HOLD, each of the Note Receivable, the Bucksport, Portsmouth and Oceanside Terminal Assets and the New Bedford Terminal Assets unto the SPV, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject, however, to the terms and conditions stated in this Agreement and in such instruments of conveyance, forever.

Section 2.7 Conveyance of Ekotek, ▇▇▇▇▇▇▇ Massachusetts and ▇▇▇▇▇▇▇ New York by OLLC to SPV. The OLLC hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the SPV, its successors and its assigns, for its and their own use and burden forever, all right, title obligation and interest in the equity interests of each of Ekotek, ▇▇▇▇▇▇▇ Massachusetts and ▇▇▇▇▇▇▇ New York, and the SPV hereby accepts the interests in each of Ekotek, ▇▇▇▇▇▇▇ Massachusetts and ▇▇▇▇▇▇▇ New York.

Section 2.8 Assumption of Long-Term Debt by SPV from the OLLC. The OLLC hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the SPV, its successors and its assigns, for its and their own use and burden forever, all right, title obligation and interest in the Long-Term Debt, and the SPV hereby assumes full and primary responsibility for the repayment of the Long Term Debt, as between itself and the OLLC and subsidiary of the OLLC that is a guarantor of the Long Term Debt.

Section 2.9 Conveyance of New Kildair by OLLC to the SPV2. The OLLC hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the SPV2, its successors and its assigns, for its and their own use and burden forever, all right, title obligation and interest in New Kildair, and the SPV2 hereby accepts the interests in New Kildair.

Section 2.10 Conveyance of Accounts by OLLC to Holdings. The OLLC hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to Holdings, its successors and its assigns, for its and their own use and burden forever, all right, title obligation and interest in the Accounts, and Holdings hereby accepts the Accounts.

TO HAVE AND TO HOLD, the Accounts unto Holdings, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject, however, to the terms and conditions stated in this Agreement and in such instruments of conveyance, forever.

Section 2.11 Payment of Cash Disbursement. The OLLC hereby agrees to disburse the Cash Disbursement to Holdings, and Holdings hereby agrees to accept the Cash Disbursement.

Section 2.12 Conveyance of Holdings Contribution by Holdings to the Partnership. Holdings hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the Partnership, its successors and its assigns, for its and their own use forever, all right, title and interest in and to the Holdings Contribution, and the Partnership hereby accepts the Holdings Contribution, in exchange for the Holdings Consideration. Holdings hereby accepts the Holdings Consideration.

Section 2.13 Execution of the Partnership Agreement. The Partnership, the General Partner and Holdings shall amend and restate the Original Partnership Agreement by executing the Partnership Agreement in substantially the form included in Appendix A to the Registration Statement, with such changes as are necessary to reflect any adjustment to the number of Firm Units and Option Units as the Partnership and Holdings may agree with the Underwriters and such other changes as the Partnership, the General Partner and Holdings may agree.

Section 2.14 Payment and Contribution of Cash by the Public Through the Underwriters. The Parties acknowledge that the Partnership is undertaking the Offering and the public, through the Underwriters will, pursuant to the Underwriting Agreement, agree to make a capital contribution to the Partnership of an amount determined pursuant to the Underwriting Agreement in exchange for the issuance and sale of the Partnership Units.

Section 2.15 Payment of Underwriters’ Spread and Firm Structuring Fee. The Partnership agrees to pay the Underwriters the applicable Underwriters’ Spread and to pay Barclays Capital Inc. the Firm Structuring Fee.

Section 2.16 Payment of Transaction Expenses. The Parties acknowledge the payment by the Partnership, in connection with the transactions contemplated hereby and by the Registration Statement, of estimated transaction expenses in the amount of approximately $2.3 million (exclusive of the Underwriters’ Spread and the Structuring Fee).

Section 2.17 Payment of Outstanding Working Capital. The Partnership agrees to use the Firm Net Proceeds to repay approximately $ million of its outstanding working capital borrowings.

Section 2.18 Redemption of the General Partner’s and Holdings’ Initial Interests. For and in consideration of the payment by the Partnership of $10 to the General Partner and $990 to Holdings as a refund of their respective initial contribution to the Partnership, the Partnership hereby redeems all of the initial interests of the General Partner and Holdings in the Partnership.

ARTICLE III

DEFERRED ISSUANCE AND DISTRIBUTION

Section 3.1 Deferred Issuance and Distribution; Payment of the Option Structuring Fee. If the Over-Allotment Option is exercised in whole or in part, the public, through the Underwriters, will make an additional capital contribution to the Partnership in cash in an amount determined pursuant to the Underwriting Agreement in exchange for the sale of the Option Units. Upon the earlier to occur of the expiration of the Over-Allotment Option period or the exercise in full of the Over-Allotment Option, the Partnership will issue to Holdings a number of additional Common Units that is equal to the excess, if any, of (x) the maximum number of Option Units issuable pursuant to the Over-Allotment Option over (y) the aggregate number of Option Units, if any, actually purchased by and issued to the Underwriters pursuant to any exercise(s) of the Over-Allotment Option. Upon each Option Closing Date, the Partnership shall make a distribution to Holdings in cash in an aggregate amount equal to the total amount of proceeds received by the Partnership from such exercise of the Over-Allotment Option, net of the Underwriters’ Spread and the Option Structuring Fee, as reimbursement for certain capital expenditures made by Holdings prior to the transactions described in the Registration Statement. Both the additional Common Units issuable and the cash distributions distributable to Holdings (collectively, the “Deferred Issuance and Distribution”), when issued and/or distributed, shall be issued and distributed to Holdings. The Partnership hereby agrees to pay the applicable Option Structuring Fee, if any.

ARTICLE IV

OTHER ASSURANCES

Section 4.1 Further Assurances. From time to time at and after the Effective Time, and without any further consideration, the Parties agree to execute, acknowledge and deliver all such additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and to do all such other acts and things, all in accordance with applicable law, as may be necessary or appropriate (a) more fully to assure that the applicable Parties own all of the properties, rights, titles, interests, estates, remedies, powers and privileges granted by this Agreement, or which are intended to be so granted, (b) more fully and effectively to vest in the applicable Parties and their respective successors and assigns beneficial and record title to the interests contributed and assigned by this Agreement or intended to be so and (c) more fully and effectively to carry out the purposes and intent of this Agreement.

Section 4.2 Cash Attributable to the Accounts. The General Partner hereby agrees to cause the Partnership and its subsidiaries to promptly transmit to Holdings any cash received attributable to any of the Accounts.

ARTICLE V

EFFECTIVE TIME

Notwithstanding anything contained in this Agreement to the contrary, none of the provisions of Article II, Article III or Article IV shall be operative or have any effect until the Effective Time, at which time all such provisions shall be effective and operative in accordance with this Agreement without further action by any Party.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Order of Completion of Transactions. Each of the transactions provided for in Article II of this Agreement shall be completed immediately following the Effective Time in the order set forth therein. Following the completion of the transactions provided for in Article II, the transactions provided for in Article III, if they occur, shall be completed.

Section 6.2 Headings; References; Interpretation. All Article and Section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All references herein to Articles and Sections shall, unless the context requires a different construction, be deemed to be references to the Articles and Sections of this Agreement. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.

Section 6.3 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

Section 6.4 No Third Party Rights. The provisions of this Agreement are intended to bind the Parties as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies, and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement.

Section 6.5 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

Section 6.6 Applicable Law; Forum, Venue and Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. Each of the Parties (i) irrevocably agrees that any claims, suits, actions or proceedings arising out of or relating in any way to this Agreement shall be exclusively brought in the Court of Chancery of the State of Delaware, in each case regardless of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims; (ii) irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware in connection with any such claim, suit, action or proceeding; (iii) agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of the Court of Chancery of the State of Delaware or of any other court to which proceedings in the Court of Chancery of the State of Delaware may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or proceeding is improper; (iv) expressly waives any requirement for the posting of a bond by a party bringing such claim, suit, action or proceeding; and (v) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such services shall constitute good and sufficient service of process and notice thereof; provided, nothing in clause (v) hereof shall affect or limit any right to serve process in any other manner permitted by law.

Section 6.7 Severability. If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid and an equitable adjustment shall be made and necessary provision added so as to give effect to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement.

Section 6.8 Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the Parties. Each such instrument shall be reduced to writing and shall be designated on its face as an amendment to this Agreement.

Section 6.9 Integration. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior contracts or agreements among the Parties with respect to the subject matter hereof and the matters addressed or governed hereby, whether oral or written.

Section 6.10 Deed; ▇▇▇▇ of Sale; Assignment. To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “▇▇▇▇ of sale” or “assignment” of the assets and interests referenced herein.

Section 6.11 Costs. Each transferee/assignee hereunder shall pay all sales, use and similar taxes arising out of the contributions, conveyances and deliveries to be made hereunder, and shall pay all documentary, filing, recording, transfer, deed and conveyance taxes and any fees required in connection therewith.

6.12 Tax Treatment. The Parties acknowledge and agree that the contribution of cash to the partnership pursuant to Section 2.14 is properly characterized and shall be reported as a transaction described in Revenue Ruling 99-5, Situation 2, and that any cash distribution to Holdings pursuant to Section 2.18 or Section 3.1 or any amount treated as a transfer to AJI (as the tax owner of Holdings) pursuant to Treasury Regulation Section 1.707-5 as a result of the transactions described herein shall be treated to the maximum extent possible as a reimbursement of preformation capital expenditures within the meaning of Treasury Regulation Section 1.707-4(d).

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties to this Agreement have caused it to be duly executed as of the date first above written.


▇▇▇▇▇▇▇ RESOURCES LP

By:		▇▇▇▇▇▇▇ RESOURCES GP LLC, its general partner

By:
		Name:
		Title:

▇▇▇▇▇▇▇ RESOURCES GP LLC

By:
		Name:
		Title:

▇▇▇▇ ▇▇▇▇▇▇▇ INC.

By:
		Name:
		Title:

▇▇▇▇▇▇▇ RESOURCES HOLDINGS LLC

By:
		Name:
		Title:

▇▇▇▇▇▇▇ OPERATING RESOURCES LLC

By:
		Name:
		Title:

Signature Page to Contribution, Conveyance and Assumption Agreement



▇▇▇▇▇▇▇ INTERNATIONAL PROPERTIES LLC

By:
		Name:
		Title:

▇▇▇▇▇▇▇ CANADIAN PROPERTIES LLC

By:
		Name:
		Title:

Signature Page to Contribution, Conveyance and Assumption Agreement

Schedule A

Corporate Assets


Asset Number		Description

131182		SOLARC NAT GAS TRADNG SYS 2010

133137		External Web Site Data Center

132396		REAL TIME 2011

133111		Security & Network Infra 2011

130500		VOIP TELEPHONE SYSTEM 2009

133129		Network/Server Upgrades

130850		TARIFF MODEL IMPROVEMENTS

132370		2011 NETWORK/SERVER UPGRADES

126172		2005 Tel Repl White Pl & Ocnsd

133153		SolArc Prod Server Replacement

132901		Storage Area Network Expansion

133090		Wireless Network

130358		CARBO RELO. FURN & FIXT. 2009

132388		PC REPLACEMENT 2011

133145		PC Replacement

130868		SAN UPGRADE 2010

132601		CPL Router

131158		2010 NETWORK SERVER UPGRADES

132361		11—PAPERLESS INBOUND INVOICES

127159		Gas Orion Monitors—All TMLs

131166		PC REPLACEMENT 2010

131852		Safari Server Upgrade 2011

130008		09 NETWORK/SERVR. UPGRADES

126210		Trade Floor Chairs

123182		Furniture 2nd Floor Office Spa

121911		Apt, Caretaker’s, Upgrade

128581		AEDS FOR HQ & SOPO

126244		Postage Machine Replacement

122825		Office Furniture—3rd Floor

132628		JDE & SOLARC DATA ARCHIVE

129998		ECOMMERCE—SOLARC INTEGRATION

123730		Construction—2nd Floor Office

126228		Trading Turrets for NH Trading

120299		Lease Option Expansion

115490		STS SOFTWARE

115502		STS SOFTWARE—

115511		STS UPGRADE TO 2.0

115529		STS BILLING UPGRADE

115537		STS G/L SOFTWARE

115545		STS SHOWME

115553		STS AP MATCHING

115561		PORTS&DSK SPACE—ADDITIONAL

115570		STS OP SYS UPGRADE

115588		TVA AUTOMATION

115596		TVA AUTOMATION SOFTWARE

115609		PUSH DOWN ACCOUNTING

115617		STS BILLING SYSTEM UPGRADE

115625		MV4000 UPGRADE STS

115633		STS DISK DRIVE

Schedule A to Contribution, Conveyance and Assumption Agreement



115641		STS COMPUTER CONVERSIONS

116513		RICOH FAX MACHINE

118965		ADDTION TO APT

118973		ELECTRICAL WORK

118990		CROWN 500 BOILER W/COIL

119001		SIDING AND INSULATION

119351		HYPERION SOFTWARE

119722		Network IT Comm.Equip.

119731		ADDT’L IT—UPGRADE NETWORK

119757		RISK MGMT—LGT OIL

119790		NETWORK ADDITIONS

119802		SOFTWARE ADDITIONS

119811		FURN/FIX ▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇		TELE.SYS. ▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇▇▇▇		▇▇ FIRE PROTECTION SYSTEM

119853		FURN & FIXTURES ▇▇▇ ▇▇▇▇

▇▇▇▇▇▇		Network Equipment

119950		SERVER BACKUP & FAULT TOLERANC

120150		RISK MANAGEMENT SYSTEM (Cont.)

120176		NETWORK HARDWARE

120310		Furniture

120328		Carpet & Drapes

120336		Lighting, TV, Paint, etc

120352		PKeeper Acct. Support System

120601		Server & Workstation Upgrade P

120627		Natural Gas Accounting System

120635		Customer Service Software

120723		Phone, Trading Floor Expansion

120871		Print Management Project

120889		Computor Upgrade—▇▇▇▇▇▇▇ South

120897		Data Storage Upgrades

120900		Server Replacement & Upgrades

120926		PC upgrades

120951		Natural Gas Accounting System

120969		Natural Gas Accounting System

120985		Expansion, Office & ▇▇▇▇▇▇▇ ▇▇

▇▇▇▇▇▇		JDE Software

121187		JDE Software—Sep 02

121267		PC Upgrades 2002

121304		JDE Software Dec 02

121398		Tape Backup System Replacement

121460		Retail ▇▇▇▇/▇▇▇ ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇		▇▇▇▇▇▇ ▇▇▇▇/▇▇▇ ▇▇▇▇▇ expansio

121849		Addt’l PC’s—2002 Growth

121857		Srvr Replacement & Upgrade

121902		Riding Lawn Mower

122155		Internet Faxing & E-Mail

122171		CPU’s 2003 PC Upgrades/Replace

122180		Monitors—2003 PC Replacement/U

122198		Software—2003 PC Replacement

122201		Laptops—2003 PC Replacement/Up

122219		Misc.Hdwr—2003 PC Replacement/

122227		Color Printer—2003 PC Replacem

Schedule A to Contribution, Conveyance and Assumption Agreement



122235		6 Fax Machines

122606		2003 Server Replcmnt & Addt’l

122614		2003 Server Replcmnt & Addt’l

122622		2003 PC Upgrades Additional

122631		2003 PC upgrades Software

122702		Web Site Re-Design

122711		Server Website Redesign

122729		TIBCO Integration Framework, P

122817		TVAT Replacement system—Monito

122956		Phone, Trading Floor Expan & U

122964		Mitel Telephone system—Tradi

123086		13 CPU units Home office

123094		Hdware—8 Thin Clients

123107		28 Dell Laptops

123115		Supply Printer

123123		Printer—

123131		Software for various Laptops &

123140		Solarc RightAngle SW—▇▇▇▇▇ ▇

▇▇▇▇▇▇		ESC Implementation—Natural Gas

123203		Natural Gas Acct Sys—NGSupply

123211		Natural Gas Acct Sys—IT

123300		Data Center Equipment—buildo

123318		Data Center Equipment

123326		Blackberry Communications Devi

123431		9 Monitors for Desk Tops

123692		Data Center Equipment addition

124020		Signature Capture Functionalit

124038		Blackberry Communication Devic

124046		Data Warehouse—SW

124169		Gascard Partners

124548		New Budget System

124556		Server/Network Upgrades

124564		2004 PC Replacement

124601		Solarc RightAngle SW—Phase I

124847		TLIU & Net—Gross Pricing Upgra

124855		B2B Web

125022		JDE Upgrade to Release 8

125031		Web Security Improvements

125049		PC Upgrades

125911		Add’l SolArc Software License

125920		Add’l GasMaster License

125921		Add’l GasMaster License

126025		2005 Server/Network Upgrd SW

126033		2005 Server/Network Upgrd HW

126130		JDE Upgrade—Internal Labor

126148		2005 Addt’l Terminal Servers

126156		2005 PC Upgrade

126164		2005 Term. Equipment

126199		2005 Replace Data Center HVAC

126201		2006 Budget Phase II

126236		JDE HR & FxA Imprv—Int Labor

126252		ESS Compliance Tracking SW

126261		Add’l Solarc SW License

Schedule A to Contribution, Conveyance and Assumption Agreement



126279		▇▇ ▇▇▇▇▇▇▇ IT Related Term Upg

126287		SolArc Natural Gas

126295		Balanced Score Card

126421		EXSTARS—IT 2005

126439		Bottom Line Crate!Print

126447		HESCO IT Required Upgrd

126607		Solarc Risk

126826		Citrix Metaframe

127036		Solarc RightAngle SW—▇▇▇▇▇ ▇

▇▇▇▇▇▇		PC Replacement

127108		Network/Server Upgrades

127116		Backup/Restore Improvements

127132		Storage Area Network Expansion

127141		Active Directory

128098		Voice Recording Upgrade

128101		Flat Screens for HQ Personnel

128119		Upgrade Key Access System

128127		eMail and IM Archive

128135		Intranet Portal

128143		Solarc/DOD Major Enhancements

128565		PC REPLACEMENT 2007

128573		NETWORK/SERVER UPGRADES 2007

128776		RETAIL NAT. GAS SYS (SAFARI)

129040		NETWORK/SERVER UPGRADES

129058		FLEETCARD REPLACEMENT SYSTEM

129402		STORAGE AREA NETWORK (SAN)

129411		BCP/DISASTER RECOVERY

129429		NETWORK/SERVER UPGRADES

130016		09 PC REPLACEMENT

130438		CARBO RELOCATION—HARDWARE

ONGOING PROJECTS


Project		Project Description

472948		OBC TRUCK FLEET 2010

472956		CUSTOMER 1 VIEW 2010

473019		SOLARC S11 UPGRADE 2010

476691		Solarc S11 Upgrade

476906		Nat Gas Marketing Pricing Tool

477941		▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Redesign

478063		▇▇▇▇▇▇▇ Real Time—Phase 2

479277		PC Replacement 2013

479285		Newtwork/Server Upgrades

479381		JDE Upgrade to ERP 9.1

Schedule A to Contribution, Conveyance and Assumption Agreement

Schedule B

Notes Receivable

1)	Promissory Note, dated September 25, 2012, issued by ▇▇▇▇▇▇▇ Energy Canada Ltd. in favor of ▇▇▇▇▇▇▇ Operating Resources LLC having an original principal amount of $25,000,000 and an outstanding amount of $ as of the date of this Agreement.

2)	Promissory Note, dated October 1, 2012, issued by ▇▇▇▇▇▇▇ Energy Canada Ltd. in favor of ▇▇▇▇▇▇▇ Operating Resources LLC having an original principal amount of $39,672,198 and an outstanding amount of $ as of the date of this Agreement.

3)	Revolving Demand Promissory Note, dated July 15, 2013, issued by Kildair Service Ltd. in favor of ▇▇▇▇▇▇▇ Operating Resources LLC having an original principal amount $30,000,000 and an outstanding amount of $ as of the date of this Agreement.

Schedule B to Contribution, Conveyance and Assumption Agreement

Schedule C

Long-Term Debt

Loans under that certain $25,000,000 Credit Agreement, dated as of September 24, 2012, among ▇▇▇▇▇▇▇ Operating Resources LLC, as borrower, and ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent and lender, in an aggregate principal amount outstanding of $ as of the date of this Agreement.

Acquisition Facility Loans under that certain Credit Agreement, dated as of May 28, 2010 (as amended through the date hereof), among ▇▇▇▇▇▇▇ Operating Resources LLC (formerly ▇▇▇▇▇▇▇ Energy Corp.), as borrower, BNP Paribas, as Administrative Agent and Collateral Agent, and the other lenders party thereto, in an aggregate principal amount outstanding of $ as of the date of this Agreement.

Schedule C to Contribution, Conveyance and Assumption Agreement

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among SPRAGUE RESOURCES LP, SPRAGUE RESOURCES GP LLC, AXEL JOHNSON INC., SPRAGUE INTERNATIONAL PROPERTIES LLC, SPRAGUE CANADIAN PROPERTIES LLC, SPRAGUE RESOURCES HOLDINGS LLC, And SPRAGUE...

Document Metadata

Document Metadata

Table of Contents