Exhibit 10.13


 


CONTRIBUTION AGREEMENT 


 


by and among 


 


APEX OIL COMPANY, INC.,


 


PETROLEUM FUEL & TERMINAL COMPANY,



 


WORLD POINT TERMINALS, LP, 


 


and 


 


CENTER POINT TERMINAL COMPANY, LLC 


 


Dated as of December 16, 2014 


 




    	 



    	 



    

 


TABLE OF CONTENTS


 





	ARTICLE I DEFINITIONS	 
	Section 1.1	Certain Defined Terms	1
	 	 	 
	ARTICLE II THE CONTRIBUTION	 
	Section 2.1	The Asset Contribution	8
	 	 	 
	Section 2.2	Assumed Liabilities	8
	 	 	 
	Section 2.3	Nonassignable Assets	9
	 	 	 
	Section 2.4	Excluded Assets	9
	 	 	 
	Section 2.5	Retained Liabilities.	9
	 	 	 
	Section 2.6	Terminaling Services Agreement.	10
	 	 	 
	Section 2.7	Closing; Closing Date	10
	 	 	 
	Section 2.8	Subsequent Actions	10
	 	 	 
	Section 2.9	Consideration	11
	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES OF CENTER POINT AND THE PARTNERSHIP	 
	Section 3.1	Organization	11
	 	 	 
	Section 3.2	Authority and Approval	11
	 	 	 
	Section 3.3	Common Units	11
	 	 	 
	Section 3.4	No Conflict; Required Filings and Consents	12
	 	 	 
	Section 3.5	Periodic Reports	12
	 	 	 
	Section 3.6	Registration	13
	 	 	 
	Section 3.7	Litigation	13
	 	 	 
	Section 3.8	Brokers	13
	 	 	 
	Section 3.9	Disclosure	13
	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PF&T AND APEX	 
	Section 4.1	Organization	14
	 	 	 
	Section 4.2	Authority and Approval	14
	 	 	 
	Section 4.3	No Conflict; Required Filings and Consents	14
	 	 	 
	Section 4.4	Financial Information; Undisclosed Liabilities	15
	 	 	 
	Section 4.5	Licenses; Permits	15
	 	 	 
	Section 4.6	Litigation; Laws and Regulations	16
	 	 	 
	Section 4.7	Title to Real Property	16
	 	 	 
	Section 4.8	Title to Personal Property	16




 




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	Section 4.9	Environmental Matters	17
	 	 	 
	Section 4.10	Contracts	17
	 	 	 
	Section 4.11	Brokers	18
	 	 	 
	Section 4.12	Due Diligence/PF&T Disclaimers	18
	 	 	 
	Section 4.13	Investment Intent	18
	 	 	 
	Section 4.14	Taxes	18
	 	 	 
	ARTICLE V COVENANTS	 
	Section 5.1	Conduct of Business by PF&T Prior to the Closing	19
	 	 	 
	Section 5.2	Access to Information	20
	 	 	 
	Section 5.3	Notification of Certain Matters; Supplements to Disclosure Schedules	20
	 	 	 
	Section 5.4	Confidentiality	21
	 	 	 
	Section 5.5	Commercially Reasonable Efforts	21
	 	 	 
	Section 5.6	Public Announcements	22
	 	 	 
	Section 5.7	Acknowledgements	22
	 	 	 
	Section 5.8	Tax Matters	23
	 	 	 
	ARTICLE VI CONDITIONS TO CLOSING	 
	Section 6.1	General Conditions	24
	 	 	 
	Section 6.2	Conditions to Obligations of PF&T and Apex	25
	 	 	 
	Section 6.3	Conditions to Obligations of the Partnership and Center Point	25
	 	 	 
	ARTICLE VII TERMINATION	 
	Section 7.1	Termination	26
	 	 	 
	Section 7.2	Effect of Termination; Expense Reimbursement	27
	 	 	 
	ARTICLE VIII INDEMNIFICATION	 
	Section 8.1	Indemnification	27
	 	 	 
	Section 8.2	Limitations Regarding Indemnification	28
	 	 	 
	Section 8.3	Indemnification Procedures	29
	 	 	 
	ARTICLE IX GENERAL PROVISIONS	 
	Section 9.1	Fees and Expenses	30
	 	 	 
	Section 9.2	Amendment and Modification	30
	 	 	 
	Section 9.3	Extension	30
	 	 	 
	Section 9.4	Waiver	30







 




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	Section 9.5	Notices	30
	 	 	 
	Section 9.6	Entire Agreement	31
	 	 	 
	Section 9.7	No Third-Party Beneficiaries	32
	 	 	 
	Section 9.8	Governing Law	32
	 	 	 
	Section 9.9	Assignment; Successors	32
	 	 	 
	Section 9.10	Enforcement	32
	 	 	 
	Section 9.11	Severability	33
	 	 	 
	Section 9.12	Waiver of Jury Trial	33
	 	 	 
	Section 9.13	Counterparts	33
	 	 	 
	Section 9.14	Electronic Signature	33
	 	 	 
	Section 9.15	Time of Essence	33
	 	 	 
	Section 9.16	No Presumption Against Drafting Party	33







 




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TABLE OF EXHIBITS AND SCHEDULES


 


Exhibits 


 


Exhibit A – Description of Real Property


Exhibit B – Terminal Permits/Contracts


Exhibit C – Inventories


Exhibit D – Form of Special Warranty Deed


Exhibit E –  Form
of Bill of Sale


Exhibit F – Form of Terminal Contracts Assignment
and Assumption Agreements


  


Schedules 


 


World Point Disclosure Schedules


Schedule 3.4 – No Conflict; Required Filings
and Consents


 


PF&T Disclosure Schedules


Schedule 2.5 – Environmental Responsibilities
Addendum


Schedule 2.6 – Form of Amendment to Terminaling
Services Agreement


Schedule 4.3 – No Conflict; Required Filings
and Consents


Schedule 4.5 – Licenses, Permits


Schedule 4.6 – Litigation, Laws and Regulations


Schedule 4.9 – Environmental Matters


 




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CONTRIBUTION AGREEMENT


 


THIS CONTRIBUTION AGREEMENT,
dated as of December 16, 2014 (this “Agreement”), is by and among Apex Oil Company, Inc., a Missouri corporation
(“Apex”), Petroleum Fuel & Terminal Company, a Missouri corporation and a wholly owned subsidiary of Apex
(“PF&T”), World Point Terminals, LP, a Delaware limited partnership (the “Partnership”),
and Center Point Terminal Company, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Center
Point”).


 


RECITALS 


 


A.       
PF&T desires to contribute, transfer, assign and convey to the Partnership in accordance with the terms of this Agreement,
and the Partnership desires to acquire from PF&T in accordance with the terms of this Agreement, the Terminal Assets (as defined
below) (such transaction being the “Contribution ”).


 


B.       
The Conflicts Committee has previously (i) received a fairness opinion from its financial advisor as to the consideration
to be paid by the Partnership in consideration of the Contribution and (ii) found the Contribution to be fair and reasonable
to, and in the best interest of, the Partnership and its public holders of Common Units and recommended that the board of directors
of WPT GP, LLC (the “Board of Directors”) approve the Contribution and this Agreement, and, subsequently, the
Board of Directors has approved the Contribution and this Agreement.


 


AGREEMENT 


 


In consideration of
the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties agree
as follows:


 


ARTICLE I 

DEFINITIONS 


 


Section 1.1     
Certain Defined Terms.  For purposes of this Agreement:


 


“Adverse Consequences”
means all actions, hearings, charges, complaints, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties,
fines, costs (including court costs and investigative and remedial costs), amounts paid in settlement, liabilities, obligations,
Taxes, liens, losses, fees and expenses (including reasonable attorneys’ and accountants’ fees).


 


“Affiliate”
means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, such first Person. Notwithstanding current and/or future factual circumstances
relating to some common ownership and elements of control as may exist among all the Parties, for purposes of this Agreement: (1)
Center Point is an Affiliate and Subsidiary of the Partnership, (2) PF&T is an Affiliate and Subsidiary of Apex, (3) Neither
Center Point nor the Partnership is an Affiliate or Subsidiary of Apex or PF&T, and (4) Neither Apex nor PF&T is an Affiliate
or Subsidiary of Center Point or the Partnership. 


 




    	 



    	 



    

 


“Amendment to
Terminaling Services Agreement” has the meaning set forth in Section 2.6.


 


“Ancillary Agreements”
means all agreements, documents and instruments required to be delivered by any Party hereto or its Affiliates pursuant to or in
connection with this Agreement or the transactions contemplated hereby, including the Conveyance Documents, the Amendment to Terminaling
Services Agreement, the Environmental Responsibilities Addendum and any customary closing affidavits or certificates.


 


“Apex”
has the meaning set forth in the preamble.


 


“Apex Protected
Parties” has the meaning set forth in Section 8.1(b).


 


“Applicable
Law” means any law or administrative rule or regulation or any judicial, administrative or arbitration order, award,
judgment, writ, injunction or decree that relates to a party in a particular context.


 


“Board of Directors”
has the meaning set forth in the recitals.


 


“Business Day”
means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Applicable Law to be closed
in the City of Greensboro, North Carolina.


 


“Center Point”
has the meaning set forth in the preamble. 


 


“CERCLA”
means Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.


 


“Closing”
has the meaning set forth in Section 2.7.


 


“Closing Date”
has the meaning set forth in Section 2.7.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


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


 


“Common Units”
has the meaning given to such term in the World Point Partnership Agreement.


 


“Conflicts Committee”
means the Conflicts Committee of the Board of Directors of WPT GP, LLC.


 


“Consideration”
means 1,550,000 Common Units.


 




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“Contribution”
has the meaning set forth in the recitals.


 


“control,”
including the terms “controlled by” and “ under common control with,” means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through
the ownership of voting securities, as trustee or executor, as general partner or managing member, by contract or otherwise, including
the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar
body governing the affairs of such Person.


 


“Conveyance
Documents” has the meaning set forth in Section 6.3(a).


 


“Disclosure
Schedules” means the PF&T Disclosure Schedules or the World Point Disclosure Schedules, as the context requires.


 


“DLLCA”
means the Delaware Limited Liability Company Act.


 


“DRULPA”
means the Delaware Revised Uniform Limited Partnership Act.


 


“Environmental
Claims” has the meaning set forth in the Environmental Responsibilities Addendum attached as Schedule 2.5.


 


“Environmental
Laws” means, all federal, state, and local laws, statutes, rules, regulations, ordinances, judgments, codes, injunctions,
decrees, Environmental Permits and other legally enforceable requirements and rules of common law relating to (a) pollution
or protection of the environment or natural resources, (b) any Release or threatened Release of, or any exposure of any Person
or property to, any Hazardous Substance and (c) the generation, manufacture, processing, distribution, use, treatment, storage,
transport or handling of any Hazardous Substance, including, without limitation, CERCLA, the Superfund Amendments Reauthorization
Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Federal Water Pollution Control Act, the Toxic Substances
Control Act, the Oil Pollution Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act and other environmental
conservation and protection laws, each as amended through and existing as of the Closing Date.  


 


“Environmental
Permits” means all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions,
orders, registrations, notices or authorizations of any Governmental Authority under any Environmental Law.


 


“Environmental
Responsibilities Addendum” has the meaning set forth in Section 2.5.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated
thereunder.


 




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“Excluded Assets”
means any assets of PF&T that are not included within the Terminal Assets including (a) cash and cash equivalents of PF&T
or its Affiliates, (b) the claims of PF&T under its insurance policies of every nature and description including any refundable
premiums relating to such policies, and (c) all accounts receivable and payable of PF&T or its Affiliates existing on and attributable
to any period prior to the Closing with respect to the Terminal Facility and any rights to refunds of sums paid by or on behalf
of PF&T or its Affiliates prior to the Closing, (d) any property of any type not currently located at or about the Terminal
Facility, including computer systems located at PF&T’s headquarters facility, (e) any property (including hydrocarbons)
owned by customers (including Apex in its capacity as a customer), contractors or other third parties located in, on, or at the
Terminal Facility, and (f) any right to use the “Petroleum Fuel & Terminal Company”, “PF&T”
or “Apex Oil Company” names, logos, trademarks, servicemarks or designs.


 


“Fixed Assets”: see the
definition of Terminal Assets.


 


“GAAP”
means United States generally accepted accounting principles and practices as in effect on the date hereof.


 


“Governmental
Authority” means any federal, state, local or similar government, governmental, regulatory or administrative authority,
branch, agency or commission or any court, tribunal, or arbitral or judicial body (including any grand jury).


 


“Hazardous Substance”
means (a) any substance that is designated, defined or classified as a hazardous waste, hazardous material, pollutant, contaminant
or toxic or hazardous substance, or terms of similar meaning, or that is otherwise regulated under any Environmental Laws, including,
without limitation, any hazardous substance as such term is defined under CERCLA and further including lead-based containing paints
or coatings, (b) petroleum, petroleum products, natural gas, crude oil, gasoline, fuel oil, motor oil, waste oil, diesel fuel,
jet fuel and other petroleum hydrocarbons, whether refined or unrefined, and (c) radioactive materials, asbestos, whether
in a friable or a non-friable condition, and polychlorinated biphenyls.


 


“Indemnified
Party” has the meaning set forth in Section 8.2(a).


 


“Indemnifying
Party” has the meaning set forth in Section 8.2(a).


 


“Knowledge”
means, in the case of World Point or Center Point, the actual knowledge of Steven G. Twele or Kenneth E. Fenton, and, in the case
of Apex or PF&T, the actual knowledge of Christopher J. Schmitt or Kenneth E. Fenton, in each case after due inquiry. 
For purposes of the foregoing definition, “due inquiry” shall mean (i) a reasonable investigation of documents
in the files of such Party, (ii) reasonable inquiry of those officers of, or Persons performing similar functions for, such
Party who have responsibility for the matter as to which a particular representation or warranty relates and (iii) a review
with the principal accounting, tax and legal advisors of such Party with respect to all relevant matters covered by the representations
and warranties of such Party.


 


“Inventories”: see the
definition of Terminal Assets.


 


“lien”
means any charge, claim, limitation, condition, equitable interest, mortgage, lien, option, pledge, security interest, easement,
encroachment, right of first refusal, adverse claim or restriction of any kind, including any restriction on or transfer or other
assignment, as security or otherwise, of or relating to use, quiet enjoyment, voting, transfer, receipt of income or exercise of
any other attribute of ownership.


 




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“Material Adverse
Effect” means, with respect to World Point or Center Point, on the one hand, or Apex or PF&T, on the other hand,
a material adverse effect on or material adverse change in (i) the assets, liabilities, financial condition or results of operation
of such Person, taken as a whole or (ii) the ability of such Person to perform its obligations under this Agreement or to consummate
the transactions contemplated by this Agreement.


 


“Nonassignable
Assets” has the meaning set forth in Section 2.3.


 


“Notice”
has the meaning set forth in Section 9.5.


 


“Omnibus Agreement”
means that certain Omnibus Agreement dated as of August 14, 2013 among Apex, World Point Terminals, Inc., the Partnership, WPT
GP, LLC, CPT 2010, LLC and Center Point.


 


“Partnership SEC Documents”
has the meaning set forth in Section 3.5.


 


“Party”
means any of Apex, PF&T, Center Point or the Partnership and “Parties” refers to those entities collectively.


 


“Permits”
means licenses, permits, agreements, and authorizations issued or granted or waived by Governmental Authorities that are necessary
for the conduct of a Party’s business as now being conducted.


 


“Permitted Liens”
means (i) such liens, encumbrances, claims, easements or other matters set forth in Schedule B-II of that certain Commitment for
Title Insurance issued on October 9, 2014 by Fidelity National Title Insurance Company, commitment no. 14GB098832, (ii) immaterial
defects and irregularities in title, encumbrances, exceptions and other matters that, singularly or in the aggregate, will not
materially interfere with the ownership, use, value, operation or maintenance of the Terminal Facility; (iii) liens for Taxes
that are not due and payable; (iv) pipeline, utility and similar easements and other rights in respect of operations, provided
that such easements and other rights will not materially interfere with the ownership, use, value, operation or maintenance of
the Terminal Facility; (v) any encroachments or encumbrances shown or that would be ascertained by a current and accurate
survey and inspection of the Terminal Facility, (vi) all restrictions on the use of the Terminal Facility arising as a result of
the application of zoning and similar laws, and (vii) any other matters approved by PF&T in writing.


 


“Person”
means an individual, corporation, partnership, limited partnership, limited liability company, limited liability partnership, syndicate,
person, trust, association, organization or other entity, including any Governmental Authority, and including any successor, by
merger or otherwise, of any of the foregoing.


 


“PF&T”
has the meaning set forth in the preamble.


 


“PF&T Disclosure
Schedules” has the meaning set forth in Article IV.


 




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“Post-Closing
Period” has the meaning given in Section 5.8(c).


 


“Pre-Closing
Period” has the meaning given in Section 5.8(c).


 


“Real Property”: see the
definition of Terminal Assets.


 


“Release”
has the meaning set forth in 42 U.S.C. § 9601(22).


 


“Representatives”
means, with respect to any Person, officers, directors, managers, members, general partners, principals, employees, advisors, attorneys,
auditors, agents, bankers and other representatives of such Person.


 


“Retained Liabilities”
has the meaning set forth in Section 2.5.


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission
promulgated thereunder.


 


“Straddle Period”
has the meaning given in Section 5.8(c).


 


“Subsidiary”
means, with respect to any Person, any other Person controlled by such first Person, directly or indirectly, by means of ownership
of 50% or more of the equity interests in such Person having the right to vote for corporate directors or individuals having similar
rights to direct the affairs of such Person.


 


“Tax”
means any and all U.S. federal, state, local or foreign net income, gross income, gross receipts, sales, use, ad valorem, transfer,
franchise, capital stock, profits, license, license fee, environmental, customs duty, unclaimed property or escheat payments, alternative
fuels, mercantile, lease, service, withholding, payroll, employment, unemployment, social security, disability, excise, severance,
registration, stamp, occupation, premium, property (real or personal), windfall profits, fuel, value added, alternative or add
on minimum, estimated or other similar taxes, duties, levies, customs, tariffs, imposts or assessments (including public utility
commission property tax assessments) imposed by any Governmental Authority, together with any interest, penalties or additions
thereto payable to any Governmental Authority in respect thereof.


 


“Tax Return”
means any return, declaration, report, statement, election, claim for refund or other written document, together with all attachments,
amendments and supplements thereto, filed with or provided to, or required to be filed with or provided to, a Governmental Authority
in respect of Taxes.


 


“Terminal Assets”
means the following:


 


(a)      Real Property.   The fee properties, easements, servitudes, rights-of-way, improvements, fixtures, component parts, other constructions, and other
real property interests relating to the Terminal Facility, as described in Exhibit A to this Agreement, including all real
property rights appurtenant thereto (the “Real Property”);


 




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(b)     Fixed
Assets.  The Terminal Facility equipment, machinery, vehicles, pipelines, piping, pumps, storage tanks, loading racks,
appurtenances, materials, spare parts, furniture, tools, supplies, computers, printers and other personal property which are
located on the Real Property on the Closing Date together with the benefits of any manufacturer’s or vendor’s
warranties or undertakings related thereto to the extent transferrable by PF&T (the “Fixed
Assets”);


 


(c)     Terminal
Permits/Contracts. To the extent transferrable, the Permits relating to the ownership and operation of the Terminal
Facility (the “Terminal Permits”) and further the currently in-force material contracts relating to the
ownership and/or operation of the Terminal Facility that are described in Exhibit B attached to this Agreement (the
“Terminal Contracts”);


 


(d)     Inventories.
The inventories described on Exhibit C attached to this Agreement (the “Inventories”);


 


(e)     Records.
The material files, records and other information relating to the Terminal Facility and which are not privileged or
proprietary (the “Records”). Such records include copies of all Terminal Permits, Terminal Contracts, tank
and pipeline inspection and service records, and copies of any equipment, emergency response and operating procedure manuals
that are in the possession of PF&T.


 


“Terminal Facility
Financial Statements” has the meaning set forth in Section 4.4(a).


 


“Terminal Facility Liabilities” means all of
the following liabilities and obligations arising out of or relating to the business conducted using any of the Terminal Assets,
or the ownership, operation or use of the Terminal Assets, whether arising before, on or after the Closing Date (except as otherwise
provided with respect to the liabilities and obligations identified in clauses (a), (c) and (d) of this definition):


 


(a)          all contractual liabilities and obligations under the Terminal Contracts arising on or after the Closing Date;


 


(b)          all liabilities and obligations relating to any customer deposits and customer advances in connection with the business conducted
using the Terminal Assets;


 


(c)          unless otherwise
provided for in Section 5.8 of this Agreement, all liabilities and obligations associated with the Terminal Assets in respect
of Taxes for periods commencing on or after the Closing Date; and


 


(d)         all liabilities and obligations (contingent or otherwise) arising out of any claim, litigation or proceeding relating to the ownership
or operation of the Terminal Assets on or after the Closing or the business conducted or operating using any of the Terminal Assets
on or after the Closing Date; provided, however, that the Terminal Facility Liabilities shall not include liabilities
relating to the Excluded Assets.


 


“Terminal Facility
Pro-Forma Statements” has the meaning set forth in Section 4.4(a).


 




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“Terminal Contracts”: see
the definition of Terminal Assets.


 


“Terminal Facility”
means PF&T’s storage terminal located in Greensboro, North Carolina commonly known and numbered as 6900 West Market Street,
Greensboro, NC 27409, including the Terminal Assets.


 


“Terminal Permits”: see
the definition of Terminal Assets.


 


“Title Company”
means an authorized agent of Fidelity National Title Insurance Company.


 


“Title Policy”
means an ALTA Owner’s Policy of Title Insurance to be issued by the Title Company on behalf of Fidelity National Title Insurance
Company for the full value of the Consideration, naming Center Point as the insured, and insuring that, after the Closing, Center
Point has fee simple title to the Real Property, subject only to the Permitted Liens, and with such endorsements as Center Point
may require.


 


“Transfer Taxes”
has the meaning set forth in Section 5.8(b).


 


“World Point
Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of World Point Terminals,
LP, dated as of August 14, 2013, as amended from time to time.


 


ARTICLE II 

THE CONTRIBUTION 


 


Section 2.1     
The Asset Contribution.  Upon the terms and subject to the conditions set forth in this Agreement, on
the Closing Date,


 


(a)         PF&T shall
contribute, transfer, assign and convey all of PF&T’s right, title and interest in and to the Terminal Assets to the
Partnership, free and clear of all liens other than Permitted Liens, in exchange for the Consideration and the Partnership shall
acquire the Terminal Assets from PF&T; and


 


(b)         The Partnership
shall contribute, transfer, assign and convey all of the Partnership’s right, title and interest in and to the Terminal Assets
to Center Point, free and clear of all liens other than Permitted Liens, and Center Point shall acquire the Terminal Assets from
the Partnership.


 


Section 2.2     
Assumed Liabilities.  In connection with the Contribution, as of the Closing Date, Center Point shall
assume and agree to duly and timely pay, perform and discharge all of the Terminal Facility Liabilities (other than Retained Liabilities
and other than liability with respect to certain Environmental Claims to the extent PF&T and/or Apex may be liable therefor
under the terms of the Environmental Responsibilities Addendum), to the full extent that PF&T had been, prior to the Closing
Date, or would have been in the future, obligated to pay, perform and discharge the Terminal Facility Liabilities but for the Contribution
and the execution and delivery of this Agreement; provided, however, that said assumption and agreement to duly and timely pay,
perform and discharge the Terminal Facility Liabilities shall not (a) waive any valid defense that was available to PF&T
with respect to the Terminal Facility Liabilities, or (b) enlarge any rights or remedies of any third party under any of the
Terminal Facility Liabilities.


 




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Section 2.3     
Nonassignable Assets.  Nothing in this Agreement, nor the consummation of the transactions contemplated
hereby or thereby shall be construed as an attempt or agreement to assign any Terminal Assets which by their terms or by Applicable
Law are nonassignable without the consent of a third party or a Governmental Authority or are cancelable by a third party in the
event of an assignment without consent (the “Nonassignable Assets”) unless and until such consent shall have
been obtained. When and if such consents are obtained, to the extent permitted by Applicable Law and the terms of the applicable
Nonassignable Asset, the assignment of the Nonassignable Asset subject thereto shall become effective automatically as of the date
hereof, without further action on the part of any Party. The Parties agree to use their commercially reasonable efforts, at the
sole cost and expense (including reasonable attorney’s fees) of PF&T, to obtain on a timely basis the consents required
to assign the Nonassignable Assets. In the event consents to the assignment of a Nonassignable Asset cannot be obtained, to the
extent permitted by Applicable Law and the terms of the applicable Nonassignable Asset, such Nonassignable Asset shall be held
from and after the Closing Date by PF&T in trust for Center Point and the covenants and obligations thereunder shall be performed
by Center Point in the name of PF&T and all benefits, obligations and liabilities existing thereunder shall be for Center Point’s
account.


 


Section 2.4     
Excluded Assets.  Center Point agrees and acknowledges that it shall not be granted, contributed, transferred,
assigned or conveyed, and the Terminal Assets shall not include, any of the Excluded Assets.  Without limiting the generality
of the foregoing, the Excluded Assets include all accounts receivable that relate to storage and terminaling services rendered
utilizing the Terminal Assets prior to Closing and the Partnership and Center Point agree that they shall remit to PF&T any
payments that either of them receives in respect of such accounts receivable.


 


Section 2.5     
Retained Liabilities.  The Parties shall execute and deliver at Closing an agreement in the form of Schedule
2.5 attached to this Agreement (the “Environmental Responsibilities Addendum”), setting out the responsibilities
of Apex and PF&T, on the one hand, and Center Point and the Partnership on the other, with respect to certain environmental
liabilities and which Environmental Responsibilities Addendum shall be the sole agreement governing the responsibilities of the
Parties with respect to Environmental Claims. As specified in the Environmental Responsibilities Addendum, Apex and PF&T shall
retain responsibility, as of the Closing, for certain claims or matters allocated to it in the Environmental Responsibilities Addendum,
while Center Point and the Partnership shall assume responsibility, as of the Closing, for other environmental liabilities and
claims allocated to it in the Environmental Responsibilities Addendum. Apex and PF&T shall retain full responsibility for any
other liabilities (other than the environmental liabilities and claims allocated to it in the Environmental Responsibilities Addendum,
which shall solely be governed by the Environmental Responsibilities Addendum) resulting from the bringing of a third party action
where liability is attributable solely to the ownership, operation, maintenance, improvement, use, sale or closure of all or any
portion of the Terminal Assets or any product produced therefrom prior to the Closing Date (“Retained Liabilities”).
The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by
Apex and PF&T. “Retained Liabilities” shall include every liability and obligation of Apex and PF&T other than
the Terminal Facility Liabilities and the environmental liabilities and claims allocated to Center Point and the Partnership in
the Environmental Responsibilities Addendum. For the sake of clarity, any liability resulting from the bringing of any third party
action where liability is alleged to be attributable to actions or occurrences both before and after the Closing Date in connection
with the ownership, operation, improvement, use, sale or closure of all or any portion of the Terminal Assets, the liability of
Apex and/or PF&T on the one hand, and Center Point and/or the Partnership on the other, shall be comparative and proportionate
to the extent such Party’s act or omission was the cause of such liability.


 




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Section 2.6     
Terminaling Services Agreement.  PF&T and Center Point shall execute and deliver at Closing an agreement
in the form of Schedule 2.6 attached to this Agreement (the “Amendment to Terminaling Services Agreement”).
The Terminaling Services Agreement dated August 14, 2013 between Center Point and Apex shall be amended to provide that Center
Point will reserve at the Terminal Facility commingled, non-dedicated storage for Apex’s various petroleum products in one
or more tanks having a combined gross shell capacity of 664,107 barrels. The initial term of the Amendment to Terminaling Services
Agreement shall be three (3) years commencing on the Closing Date; Apex agrees to pay the storage fees and ancillary and additive
services fees specified in the Amendment to Terminaling Services Agreement.


 


Section 2.7     
Closing; Closing Date.


 


(a)       
The closing of the Contribution (the “Closing”) shall take place at the principal offices of the Partnership
(i) within two (2) Business Days following the satisfaction or, to the extent permitted by Applicable Law, waiver of
all conditions to the obligations of the Parties set forth in Article VI (other than such conditions as may, by their
terms, only be satisfied at the Closing or on the Closing Date) or (ii) at such other place or on such other date as the Parties
mutually may agree in writing.  The day on which the Closing takes place is referred to as the “Closing Date.”


 


(b)       
The Contribution shall be effective for all purposes as of the Closing Date.  PF&T shall be entitled to all of the rights
of ownership of the Terminal Assets prior to the Closing Date, and Center Point shall be entitled to all of the rights of ownership
of the Terminal Assets on and following the Closing Date.


 


Section 2.8     
Subsequent Actions.  If, at any time after the Closing Date, Center Point shall consider or be advised
that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect
or confirm of record or otherwise in Center Point its right, title or interest in, to or under any of the Terminal Assets or otherwise
to carry out this Agreement, PF&T and/or Apex shall execute and deliver all such deeds, bills of sale, assignments and assurances
and shall take and do all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all
right, title and interest in and to the Terminal Assets in Center Point or otherwise to carry out this Agreement.  PF&T
shall coordinate and cooperate with Center Point and the other Parties hereto in exchanging information and supplying such reasonable
assistance as may be reasonably requested in connection with the matters contemplated by this Section 2.8.


 




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Section 2.9     
Consideration.  The aggregate consideration to be issued by the Partnership in respect of the Contribution
shall be the Consideration.  At the Closing, the Partnership shall issue to Apex, on behalf of PF&T, 1,550,000 Common
Units.


 


ARTICLE III 

REPRESENTATIONS AND WARRANTIES 

OF CENTER POINT AND THE PARTNERSHIP


 


Except as disclosed
in the World Point Disclosure Schedules, Center Point and the Partnership hereby represent and warrant to PF&T and Apex as
follows:


 


Section 3.1     
Organization.  The Partnership is a limited partnership duly organized, validly existing and in
good standing under the Applicable Law of the State of Delaware, and has full limited partnership power and authority to own, lease
and operate its properties and assets and to carry on its business as it is now being conducted.  Center Point is a limited
liability company duly organized, validly existing and in good standing under the Applicable Law of the State of Delaware, and
has full limited liability company power and authority to own, lease and operate its properties and assets and to carry on its
business as it is now being conducted. The Partnership is the sole member of Center Point.


 


Section 3.2     
Authority and Approval. The Board of Directors of WPT GP, LLC, the general partner of the Partnership, at
a meeting thereof duly called and held or by written consent in accordance with the DLLCA, determined that this Agreement and the
Contribution are fair to and in the best interests of Center Point and the Partnership.  


 


Section 3.3     
Common Units.


 


(a)       
The issuance by the Partnership of the Common Units comprising the Consideration and the limited partner interests represented
thereby: (i) has been duly authorized by the Partnership pursuant to the Partnership Agreement; (ii) when issued and
delivered in accordance with the terms of this Agreement and the Partnership Agreement, will be validly issued, fully paid (to
the extent required by the Partnership Agreement) and, with respect to the limited partner interests, nonassessable (except as
such nonassessability may be affected by Sections 17- 303, 17-607 and 17-804 of the DRULPA);
and (iii) will be subject to restrictions on transfer under applicable state and federal securities laws and contain the following
restrictive language: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR IN ANY OTHER JURISDICTION. THE SECURITIES REPRESENTED HEREBY
MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE
SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE
LAWS.


 


(b)       
The Partnership’s currently outstanding Common Units are listed on the New York Stock Exchange, and the Partnership has not
received any notice of delisting.


 




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(c)       
On the Closing Date, the Common Units shall have those rights, preferences, privileges and restrictions governing the Common Units
as set forth in the Partnership Agreement.


 


Section 3.4     
No Conflict; Required Filings and Consents.


 


(a)       
Except as otherwise provided in Section 3.4(b), the execution, delivery and performance by Center Point and the Partnership
of this Agreement and the consummation of the transactions contemplated hereby do not and will not:


 


(i)        
Violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions
of the certificate of formation or certificate of limited partnership, or limited liability company agreement or limited partnership
agreement, of Center Point or the Partnership, as applicable;


 


(ii)       
Conflict with or violate any provision of any Applicable Law applicable to Center Point or the Partnership or any property or asset
of Center Point or the Partnership; or


 


(iii)      
Conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate
or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any indenture,
mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument to which Center
Point or the Partnership is a party or by which any of them is bound or to which any of their property is subject, except in the
case of clauses (ii) and (iii) for those items which, individually or in the aggregate, would not reasonably be expected
to have a Material Adverse Effect.


 


(b)       
Neither Center Point nor the Partnership is required to file, seek or obtain any notice, authorization, approval, order, permit
or consent of or with any Governmental Authority in connection with the execution, delivery and performance by Center Point or
the Partnership of this Agreement or the consummation of the transactions contemplated hereby or in order to prevent the termination
of any right, privilege, license or qualification of Center Point or the Partnership, except for (i) such filings as may be
required by any applicable federal or state securities or “blue sky” Applicable Law, or (ii) as otherwise indicated
in World Point Disclosure Schedule 3.4.


 


Section 3.5     
Periodic Reports.  The Partnership’s forms, registration statements, reports, schedules and statements
required to be filed by it under the Exchange Act or the Securities Act (all such documents filed prior to the date hereof, collectively
the “Partnership SEC Documents”) have been filed with the Commission.  The Partnership SEC Documents, including,
without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein, at the time
filed (or in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequent
Partnership SEC Document) (a) did not contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were
made, not misleading, (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities
Act, as the case may be, (c) complied as to form in all material respects with applicable accounting requirements and with
the published rules and regulations of the Commission with respect thereto, (d) were prepared in accordance with GAAP
applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited
statements, as permitted by Form 10-Q of the Commission), and (e) fairly present (subject in the case of unaudited statements
to normal and recurring audit adjustments) in all material respects the consolidated financial position of the Partnership and
its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods
then ended.  Deloitte & Touche LLP is an independent registered public accounting firm with respect to the Partnership
and its general partner and has not resigned or been dismissed as independent registered public accountants of the Partnership
as a result of or in connection with any disagreement with the Partnership on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedures.


 




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Section 3.6     
Registration.  Assuming the accuracy of the representations and warranties of Apex contained in Section
4.13, the issuance and sale of the Common Units pursuant to this Agreement is exempt from registration requirements of the Securities
Act, and neither the Partnership nor, to the Knowledge of the Partnership, any authorized Representative acting on its behalf has
taken or will take any action hereafter that would cause the loss of such exemption.


 


Section 3.7     
Litigation.  There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations,
investigations or proceedings pending or, or to the Knowledge of Center Point or the Partnership, threatened that (a) question
or involve the validity or enforceability of Center Point or the Partnership’s obligations under this Agreement or (b) seek
(or reasonably might be expected to seek) (i) to prevent or delay the consummation by Center Point or the Partnership of the
transactions contemplated by this Agreement or (ii) damages in connection with any such consummation.


 


Section 3.8    
Brokers.  Neither Center Point nor the Partnership has entered (directly or indirectly) into any agreement
with any Person that would obligate Center Point or the Partnership or any of its Affiliates to pay any commission, brokerage or
“finder’s fee” or other similar fee in connection with this Agreement or the transactions contemplated hereby.


 


Section 3.9     
Disclosure.  No representation or warranty of Center Point or the Partnership set forth in this Agreement
or in any document filed publicly with the SEC, and no information contained in the World Point Disclosure Schedules, contains
or will contain any untrue statement of a material fact. To the Knowledge of Center Point and the Partnership, there is no current
state of facts that is not referenced in the representations and warranties of Center Point or the Partnership set forth in this
Agreement in any document filed publicly with the SEC, or in the World Point Disclosure Schedules, that would constitute or would
be reasonably likely to constitute a Material Adverse Effect.


 


ARTICLE IV 

REPRESENTATIONS AND WARRANTIES OF PF&T AND APEX


 


Except as disclosed
in the PF&T Disclosure Schedules, PF&T and Apex represent and warrant to Center Point and the Partnership as follows:


 




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Section 4.1
      Organization.  Apex and PF&T are corporations duly organized, validly
existing and in good standing under the Applicable Law of the State of Missouri, and Apex and PF&T have full corporate power
and authority to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted.


 


Section 4.2
      Authority and Approval.


 


(a)       Each of PF&T
and Apex have full corporate power and authority to execute and deliver this Agreement and to perform their respective obligations
hereunder and to consummate the transactions contemplated hereby.  The execution, delivery and performance by PF&T and
Apex of this Agreement and the consummation by PF&T and Apex of the transactions contemplated hereby have been duly and validly
authorized by all requisite corporate action on the part of each of PF&T and Apex.  Apex is the sole shareholder of PF&T.


 


(b)       The Board of
Directors of PF&T and Apex at meetings thereof duly called and held or by written consents in accordance with The General and
Business Corporation Law of Missouri approved this Agreement and the Contribution.


 


Section 4.3
      No Conflict; Required Filings and Consents.


 


(a)       Except as otherwise
provided in Section 4.3(b), the execution, delivery and performance of this Agreement by PF&T and Apex, and the
consummation of the transactions contemplated hereby do not and will not:


 


(i)       Violate,
conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions
of the certificates of incorporation or the bylaws of PF&T or Apex;


 


(ii)      Conflict
with or violate any provision of Applicable Law;


 


(iii)    Except
as set forth in PF&T Disclosure Schedule 4.3, conflict with, result in a breach of, constitute a default under (whether
with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require
any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension,
termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint
venture or other instrument to which PF&T or Apex is a party or by which either of them or any of the Terminal Assets are bound;
or


 


(iv)    Result
in the creation of any lien on any of the Terminal Assets under any such indenture, mortgage, agreement, contract, commitment,
license, concession, permit, lease, joint venture or other instrument, except in the case of clauses (ii), (iii) and (iv) for
those items which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.


 


(b)       Neither PF&T
nor Apex is required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental
Authority in connection with the execution, delivery and performance by PF&T or Apex of this Agreement or the consummation
of the transactions contemplated hereby or in order to prevent the termination of any right, privilege, license or qualification
of PF&T or Apex, except as otherwise indicated in PF&T Disclosure Schedule 4.3.


 




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Section 4.4
      Financial Information; Undisclosed Liabilities.


 


(a)      PF&T has
provided to Center Point and the Partnership a true and complete copy of the unaudited statement of operation for the Terminal
Assets for the fiscal year ending September 30, 2014 and for the 5 fiscal years prior thereto (the “Terminal Facility
Financial Statements”) and the unaudited pro-forma statement of operation for the Terminal Assets for the fiscal years
ending September 30, 2015 thru 2019 (the “Terminal Facility Pro-Forma Statements”).  The Terminal Facility
Financial Statements present fairly in all material respects the results of operation of the Terminal Assets for the fiscal years
ending September 30, 2009 thru September 30, 2014. The Terminal Facility Pro-Forma Statements have been prepared for the years
ending September 30, 2015 thru 2019 based on the historical results of operations of the Terminal Assets, the financial condition
of PF&T and certain assumptions concerning ongoing operations of the Terminal Assets after the Closing Date. Pro-forma adjustments
and assumptions on which they are based are described in the notes following such balance sheet and income statements including
the Amendment to Terminaling Services Agreement. The actual financial position and results of operations may differ from the amounts
reflected in the Terminal Facility Pro-Forma Statements. The Terminal Facility Pro-Forma Statements are presented for illustrative
purposes only and is not necessarily indicative of future results of operations.


 


(b)      There are no
liabilities or obligations related to the Terminal Assets of any nature (whether known or unknown and whether accrued, absolute,
contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities
or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency
proceedings, other than (i) liabilities or obligations referred to in the Environmental Responsibilities Addendum, (ii) current
liabilities incurred in the ordinary course of business since September 30, 2014, and (iii) liabilities or obligations (whether
known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


Section 4.5
      Licenses; Permits. In each case, except as set forth in PF&T Disclosure
Schedule 4.5 or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:


 


(a)      As of the date
of this Agreement, PF&T has all Terminal Permits necessary for the operation of the Terminal Assets. 


 


(b)      All Terminal
Permits relating to the Terminal Assets are in full force and effect and are validly held by PF&T or Apex.


 


(c)      The consummation
of the transactions contemplated by this Agreement will not cancel, suspend, terminate or otherwise require modification of any
Terminal Permits relating to the Terminal Assets, other than any modifications that might be necessary or required in connection
with the transfer of such Terminal Permits to Center Point.




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(d)      PF&T and/or
Apex has complied in all material respects with all terms and conditions of the Terminal Permits relating to the Terminal Assets.


 


(e)      There is no
outstanding written notice, and to PF&T’s Knowledge, there is no other notice from any Governmental Authority or other
third party of revocation, cancellation or termination of any Terminal Permit relating to the Terminal Assets.


 


(f)      No proceeding
before any Governmental Authority is pending or, to PF&T’s Knowledge, threatened with respect to any alleged failure
by PF&T to have any Terminal Permit necessary for the operation of any of the Terminal Assets or to be in compliance therewith.


 


Section 4.6
      Litigation; Laws and Regulations.  Except as set forth on PF&T Disclosure
Schedule 4.6:


 


(a)      There are no
material (i) civil, criminal or administrative actions, suits, claims, hearings, arbitrations or proceedings pending or, to
PF&T’s Knowledge, threatened, against PF&T, (ii) judgments, orders, decrees or injunctions of any Governmental
Authority, whether at law or in equity, against PF&T or (iii) pending or, to PF&T’s Knowledge, threatened, investigations
by any Governmental Authority against PF&T, in each case with respect to the Terminal Assets.  


 


(b)      PF&T and/or
Apex is not in material violation of or in default under any material Applicable Law relating to the Terminal Assets.


 


Section 4.7
      Title to Real Property.


 


(a)      As of the date
hereof, PF&T has valid and indefeasible title to the Terminal Assets owned by it which constitute the Real Property, free and
clear of all liens (other than Permitted Liens and/or liens which shall be released or discharged prior to or in connection with
Closing). 


 


(b)      To the Knowledge
of PF&T, there is no action pending or threatened for eminent domain or for condemnation of the Real Property, by any Governmental
Authority or other Person.


 


(c)      Except for this
Agreement and the Omnibus Agreement, PF&T nor any of its Affiliates have entered into any option, warrant, subscription or
other right with a third party for the purchase or sale of the Real Property or any of the other Terminal Assets.


 


Section 4.8
      Title to Personal Property.


 


(a)      As of the date
hereof, PF&T has valid and transferrable title to the Terminal Assets that constitute personal property, free and clear of
all liens (other than Permitted Liens).  The Terminal Assets that constitute personal property include all personal property
that is necessary for the operation of the Terminal Assets in substantially the same manner as currently being conducted.


 


(b)      To the Knowledge
of PF&T, there are no Nonassignable Assets.  The failure to obtain any of the consents contemplated by Section 2.3
will not have a Material Adverse Effect.


 




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Section 4.9
      Environmental Matters.  Except as disclosed in PF&T Disclosure Schedule
4.9 or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect:


 


(a)      The ownership and operation of the
Terminal Assets are in compliance with applicable Environmental Laws;


 


(b)      PF&T has received no written
notice from any Governmental Authority or other third party that the Terminal Assets are subject to any pending or, to the Knowledge
of PF&T, threatened, claim, action, suit, investigation, inquiry or proceeding under any Environmental Laws (including designation
as a potentially responsible party under CERCLA or any similar local or state law);


 


(c)       During
the period of PF&T’s ownership thereof, there has been no Release of any Hazardous Substance into the environment by
(i) the Terminal Assets, or (ii) PF&T, or to the Knowledge of PF&T, by a third party, in connection with the
operation or use of the Terminal Assets, except in compliance with applicable Environmental Laws.


 


Notwithstanding the
foregoing or anything else to the contrary in this Agreement, from and after the Closing Date, the procedures and remedies set
forth in the Environmental Responsibilities Addendum shall constitute the sole and exclusive remedies of the Parties with respect
to any breach of representation or warranty by Apex and/or PF&T under this Section 4.9.


 


Section 4.10
    Contracts.


 


(a)      Exhibit B
attached to this Agreement contains a true and complete listing of the Terminal Contracts.


 


(b)      PF&T has
made available to the Partnership and Center Point a correct and complete copy of each Terminal Contract.


 


(c)      To the Knowledge
of PF&T, (i) each Terminal Contract is legal, valid and binding on and enforceable against PF&T and is in full force and
effect; (ii) PF&T is not in breach or default, and no event has occurred which with notice or lapse of time would constitute
a breach or default by PF&T, or permit termination, modification or acceleration under any Terminal Contract; (iii)  no
other party to any Terminal Contract is in breach or default, and no event has occurred which with notice or lapse of time would
constitute a breach or default by such other Party, or permit termination, modification or acceleration under any Terminal Contract
other than in accordance with its terms, nor has any other Party repudiated any provision of any Terminal Contract; and (iv) following
the consummation of the transactions contemplated by this Agreement, each Terminal Contract will continue to be legal, valid and
binding and in full force and effect on identical terms.


 


(d)      PF&T has
not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual,
alleged, possible or potential violation or breach of, or default under, any Terminal Contract that continues to be unresolved.


 




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Section 4.11
    Brokers.  Neither PF&T nor Apex has entered (directly or indirectly) into any
agreement with any Person that would obligate PF&T or Apex to pay any commission, brokerage or “finder’s fee”
or other similar fee in connection with this Agreement or the transactions contemplated hereby.


 


Section 4.12
    Due Diligence/PF&T Disclaimers. CENTER POINT AND THE PARTNERSHIP ACKNOWLEDGE AND AFFIRM
THAT PRIOR TO EXECUTION OF THIS AGREEMENT THEY CONDUCTED THEIR OWN INVESTIGATION, ANALYSIS AND EVALUATION OF THE TERMINAL ASSETS,
THE LIABILITIES AND OBLIGATIONS TO BE ASSUMED HEREUNDER, AND THE OPERATIONS, BUSINESS AND PROSPECTS RELATING TO THE TERMINAL ASSETS.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND IN THE CONVEYANCE DOCUMENTS INCLUDING, WITHOUT
LIMITATION, THE TITLE WARRANTIES TO BE PROVIDED BY PF&T, THE TERMINAL ASSETS ARE SOLD “AS IS, WHERE IS” AND “WITH
ALL FAULTS” AND PF&T MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED AS TO THE CONDITION OF THE TERMINAL
ASSETS, FREEDOM FROM REDHIBITORY VICES OR DEFECTS OR FITNESS FOR A PARTICULAR PURPOSE.


 


Section 4.13
    Investment Intent. Apex is receiving the Common Units for its own account with the present
intention of holding the Common Units for investment purposes and not with a view to, or for offer or sale in connection with,
any distribution thereof in violation of the Securities Act or state securities laws. Apex has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and risk of an investment in the Common Units. Apex
acknowledges that the Common Units will not be registered under the Securities Act or any applicable state securities law, and
that such Common Units may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant
to an applicable exemption therefrom and pursuant to state securities laws and regulations as applicable.


 


Section 4.14
    Taxes.


 


(a)      All Tax Returns
that are required to be filed with respect to the Terminal Assets on or prior to the Closing Date (taking into account any valid
extension of time within which to file) have been or will be timely filed on or prior to the Closing Date and all such Tax Returns
are or will be true, correct and complete in all material respects.


 


(b)      All Taxes due
and payable with respect to the Terminal Assets (whether or not shown on any Tax Return) have been fully paid and all deficiencies
asserted or assessments made with respect to such Tax Returns have been paid in full or properly accrued for by PF&T.


 


(c)      No examination,
audit, claim, assessment, levy, or administrative or judicial proceeding regarding any of the Tax Returns described in Section
4.14(a) or any Taxes with respect to the Terminal Assets are currently pending or have been proposed in writing or have been threatened.


 


(d)      No waivers or
extensions of statutes of limitations have been given or requested in writing with respect to any amount of Taxes with respect
to the Terminal Assets or any Tax Returns with respect to the Terminal Assets.


 




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ARTICLE V 

COVENANTS


 


Section 5.1
    Conduct of Business by PF&T Prior to the Closing.  Between the date of this Agreement
and the Closing Date, unless the Partnership shall otherwise agree in writing and except as otherwise contemplated by this Agreement
or the PF&T Disclosure Schedules, PF&T hereby agrees that the ownership and operation of the Terminal Assets shall be conducted
only in the ordinary course of business consistent with past practice; and PF&T shall use commercially reasonable efforts to
(i) preserve intact the Terminal Assets, (ii) keep available the services of the current officers, employees and consultants
of PF&T, and (iii) preserve the current relationships of PF&T (solely with respect to the Terminal Assets) with distributors,
customers, suppliers and other Persons with which PF&T has significant business relations.  By way of amplification and
not limitation, between the date of this Agreement and the Closing Date, except as required by Applicable Law, PF&T shall not
do, or propose to do, directly or indirectly, any of the following without the prior written consent of the Partnership, which
consent shall not be unreasonably withheld, conditioned or delayed:


 


(a)      
Enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that
affects the Terminal Assets;


 


(b)      
Sell or further pledge, dispose of or otherwise subject to any lien (other than a Permitted Lien) its interest in, the Terminal
Assets;


 


(c)      
Other than in the ordinary course of business and consistent with past practices, (1) amend, waive, or modify in any
material respect or consent to the termination of any Terminal Contract or amend, waive, modify or consent to the termination of
any rights of PF&T thereunder, or (2) enter into any other contract relating to the Terminal Assets;


 


(d)      
With respect to the Terminal Assets,  accelerate the collection of or discount any accounts receivable, delay the payment
of accounts payable or defer expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary
course of business consistent with past practice;


 


(e)      
Take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by PF&T
in a Terminal Contract or that has or would reasonably be expected to have a Material Adverse Effect; and


  


(f)      
Other than in the ordinary course of business and consistent with past practices, announce an intention, enter into any
formal or informal agreement, or otherwise make a commitment to do any of the foregoing.


 




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Section 5.2
    Access to Information.  From the date hereof until the Closing Date,  PF&T
shall afford the Partnership and its Representatives reasonably complete access, upon reasonable prior notice (including for inspection
and copying) and at reasonable times to the Representatives of PF&T, to the Terminal Facility, its offices and other facilities
that make up the Terminal Assets or that are used to operate or maintain the Terminal Assets, and to the books and records of PF&T
that pertain to the Terminal Facility, and shall furnish the Partnership and its Representatives with such financial, operating
and other data and information relating to the Terminal Assets as the Partnership may reasonably request.  PF&T shall
not be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client
privilege of PF&T, if applicable, or contravene any Applicable Law, fiduciary duty or binding agreement entered into prior
to the date of this Agreement, or if such access or disclosure is specifically restricted under the terms of a confidentiality
agreement entered into prior to the date of this Agreement.  The Parties shall make appropriate substitute disclosure arrangements
under circumstances in which the restrictions of the preceding sentence apply.


 


Section 5.3
    Notification of Certain Matters; Supplements to Disclosure Schedules.


 


(a)      PF&T and
Apex shall give prompt written notice to the Partnership of (i) the occurrence or non-occurrence of any change, condition
or event, the occurrence or non-occurrence of which would render any representation or warranty of PF&T or Apex contained in
this Agreement if made on or immediately following the date of such event, untrue and incorrect in any material respect; (ii) the
occurrence of any change, condition or event that has had or is reasonably likely to have a Material Adverse Effect; (iii) any
failure of PF&T or Apex to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder
or any event or condition that would otherwise result in the nonfulfillment of any of the conditions to the obligations of the
Partnership or Center Point hereunder; (iv) any notice or other communication from any Person alleging that the consent of
such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement; or (v) any
action pending or, to the Knowledge of PF&T or Apex, threatened against a Party or the Parties relating to the transactions
contemplated by this Agreement.


 


(b)      The Partnership
and Center Point shall give prompt written notice to PF&T of (i) the occurrence or non-occurrence of any change, condition
or event, the occurrence or non-occurrence of which would render any representation or warranty of the Partnership or Center Point
contained in this Agreement if made on or immediately following the date of such event, untrue and incorrect in any material respect;
(ii) the occurrence of any change, condition or event that has had or is reasonably likely to have a Material Adverse Effect;
(iii) any failure of the Partnership or Center Point to comply with or satisfy any covenant or agreement to be complied with
or satisfied by it hereunder or any event or condition that would otherwise result in the nonfulfillment of any of the conditions
to PF&T’s obligations hereunder; (iv) any notice or other communication from any Person alleging that the consent
of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement; or
(v) any action pending or, to the Knowledge of the Partnership or Center Point, threatened against a party or the Parties
relating to the transactions contemplated by this Agreement.


 


(c)      Each of PF&T
and the Partnership shall supplement, in writing and in the same form as originally prepared, the information set forth in the
PF&T Disclosure Schedules and the World Point Disclosure Schedules, as applicable, with respect to any matter now existing
or hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set
forth or described in such Disclosure Schedules or that is necessary to correct any information in such Disclosure Schedules or
in any representation or warranty of PF&T, Apex, the Partnership or Center Point, as applicable, which has been rendered inaccurate
thereby promptly following discovery thereof; provided, however, that neither Party may supplement the information
set forth in the Disclosure Schedules pursuant to this Section 5.3(c) following the date that is five (5) Business
Days prior to the Closing Date.  Notwithstanding anything to the contrary herein, upon the providing of any supplement permitted
to be provided under this Section 5.3(c), the PF&T Disclosure Schedules or the World Point Disclosure Schedules,
as applicable, shall be treated as being amended with respect to such supplemented information.


 




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Section 5.4
    Confidentiality.  Except as required by Applicable Law, each of the Parties shall
hold, and shall cause its Representatives to hold, in confidence all documents and information furnished to it by or on behalf
of any other Party to this Agreement in connection with the transactions contemplated hereby in full force and effect until the
Closing Date or otherwise agreed.


 


Section 5.5
    Commercially Reasonable Efforts.


 


(a)      Each of the
Parties shall use all commercially reasonable efforts to take, or cause to be taken, and to cause their Affiliates to take, or
cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under Applicable
Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including
to (i) obtain from WPT GP, LLC, the Conflicts Committee, the Board of Directors of Apex and PF&T, or any other governing
entity or organization applicable to a Party hereto, any corporate, partnership or limited liability company consents, approvals
or authorizations as are necessary for the consummation of the transactions contemplated by this Agreement, (ii) obtain from
Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders and provide to Governmental
Authorities and other Persons all notices, as are necessary for the consummation of the transactions contemplated by this Agreement,
(iii) promptly make all necessary filings and thereafter make any other required submissions, with respect to this Agreement
required under any Applicable Law, and (iv) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment,
injunction or other action (whether temporary, preliminary or permanent) that is in effect and that enjoins, restrains, conditions,
makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement.  In
furtherance and not in limitation of the foregoing, the Parties hereto shall permit each other reasonably to participate in the
defense and settlement of any claim, suit or cause of action relating to this Agreement, the Contribution or the other transactions
contemplated hereby, and shall not settle or compromise any such claim, suit or cause of action without the Partnership and Apex’s
written consent. 


 


(b)      Without limitation
to the provisions of subsection (a) hereof, PF&T and the Partnership shall give promptly such notice to third parties
and obtain such third party consents and estoppel certificates as the other Party may in its reasonable discretion deem necessary
or desirable in connection with the transactions contemplated by this Agreement.  The Parties shall cooperate and assist one
another in giving such notices and obtaining such consents and estoppel certificates; provided, however, that no
Party shall have any obligation to give any guarantee or other material consideration of any nature in connection with any such
notice, consent or estoppel certificate or consent to any material change in the terms of any agreement or arrangement.


 




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(c)      None of the
Parties shall, directly or indirectly, enter into any agreement with a Governmental Authority to, or represent to a Governmental
Authority that it will, delay or not consummate the transactions contemplated by this Agreement, except with the prior written
consent of the Partnership or PF&T, as the case may be, such consent not to be unreasonably withheld.  To the extent permitted
by Applicable Law and subject to any confidentiality restrictions of such Governmental Authority, each party shall (x) promptly
notify the other Party of any written communication to that Party from any Governmental Authority and, subject to Applicable Law
and subject to any confidentiality restrictions of such Governmental Authority, permit the other Party to review in advance any
proposed written communication to any such Governmental Authority and incorporate the other Party’s reasonable comments,
(y) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any
filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the
other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend
and (z) furnish the other Party with copies of all correspondence and written communications between them and their Affiliates
and their respective representatives on one hand, and any such Governmental Authority or its respective staff on the other hand,
with respect to this Agreement and the transactions contemplated hereby.  Each Party shall promptly notify the other Parties
in writing of any pending or, to the Knowledge of such Party, threatened proceeding or investigation by any Governmental Authority
or any other person (i) challenging this Agreement or the consummation of the transactions contemplated hereby or seeking
material damages in connection with consummation of the transactions contemplated by this Agreement or (ii) seeking to restrain
or prohibit the consummation of the transactions contemplated by this Agreement. 


 


Section 5.6
    Public Announcements.  None of the Partnership, Center Point, Apex or PF&T, nor
any of their Representatives, will issue any press release or otherwise make any public statements with respect to the transactions
contemplated by this Agreement, including the Contribution, without the prior written consent of the Conflicts Committee, except
as may be required by Applicable Law or any securities exchange on which the securities of a Party are listed for trading, and
in which case, the Party required to issue such release shall provide the Conflicts Committee with reasonable advance notice prior
to making any such disclosure, and shall consult with the other Party regarding the form and content of such required disclosure.


 


Section 5.7
    Acknowledgements.  Each of the Partnership and Center Point, on the one hand, and
PF&T and Apex, on the other hand, acknowledges that it has relied on the representations and warranties of the other Parties
expressly and specifically set forth in this Agreement, including, in the case of the Partnership and Center Point, the PF&T
Disclosure Schedules as they exist on the date hereof and attached hereto, and, in the case of PF&T and Apex, the World Point
Disclosure Schedules as they exist on the date hereof and attached hereto.  Such representations and warranties constitute
the sole and exclusive representations and warranties of the Parties hereto in connection with the transactions contemplated hereby,
and the Parties hereto understand, acknowledge and agree that all other representations and warranties of any kind or nature expressed
or implied are specifically disclaimed.


 




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Section 5.8
    Tax Matters.


 


(a)      Assistance and Cooperation. 
The Parties agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information
(including access to books and records) and assistance relating to the Terminal Assets as is reasonably requested by a Party for
the filing of any Tax Returns, for the preparation of any audit, and for the prosecution or defense of any Tax claim.  The
Party requesting assistance hereunder shall reimburse the other for reasonable out-of-pocket expenses incurred in providing such
assistance.  Any information obtained under this Section 5.8 shall be held confidential by the receiving Party in the
same manner as it holds confidential its own similar information, except (i) as may be otherwise necessary in connection with
the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding or (ii) with the consent of the
Partnership and Apex.


 


(b)      Transfer Taxes.  All
sales, use, transfer, stamp, duties, recording, and similar Taxes (collectively, “Transfer Taxes”) incurred
in connection with the Contribution and the transfer of Consideration pursuant thereto shall be borne equally by the Partnership
and PF&T.  The Partnership and PF&T shall cooperate in causing the filing of all necessary Tax Returns and timely
pay all such Transfer Taxes as required by Applicable Law.


 


(c)      Tax Allocation and Indemnification. 
Except as provided in Section 5.8(b), PF&T and Apex shall retain responsibility for (and shall be entitled to any
refunds with respect to), and shall indemnify the Partnership and Center Point for, all Taxes related to the Terminal Assets attributable
to taxable periods ending on or prior to the Closing Date (the “ Pre-Closing Period”), and the Partnership and
Center Point shall assume responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify PF&T
and Apex for, all Taxes related to the Terminal Assets attributable to taxable periods beginning after the Closing Date (the “
Post-Closing Period”).  In the case of any Taxes related to the Terminal Assets that are payable for any taxable
period that begins before and ends after the Closing Date (any “Straddle Period”), the portion of such Taxes
attributable to the period of time prior to the Closing Date (a) in the case of any property, ad valorem, or similar Taxes,
shall be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the
number of days in the Tax period ending on (and including) the Closing Date and the denominator of which is the number of days
in the Straddle Period, and (b) in the case of all other Taxes, shall be deemed equal to the amount which would be payable
as computed on an interim closing-of-the-books basis if the relevant Tax period ended at the close of business on the Closing Date. 
PF&T and Apex shall be responsible for, and shall indemnify the Partnership and Center Point for, all Taxes related to the
Terminal Assets with respect to the portion of any Straddle Period prior to the Closing Date.  The Partnership and Center
Point shall be responsible for, and shall indemnify PF&T and Apex for all Taxes related to the Terminal Assets with respect
to the portion of any Straddle Period after the Closing Date.


 


(d)      Filing of Tax Returns; Payment
of Taxes.  Except as otherwise provided, regardless of which Party is responsible for Taxes under this Section 5.8,
PF&T shall handle payment to the appropriate Governmental Authority of all Taxes with respect to any Pre-Closing Period (and
shall file all such Tax Returns), and the Partnership shall handle payment to the appropriate Governmental Authority of all Taxes
with respect to any Post-Closing Period (and shall file all such Tax Returns).  PF&T shall deliver to the Partnership
within thirty (30) days of filing copies of all Tax Returns filed by or on behalf of PF&T after the Closing Date relating to
the Terminal Assets and any supporting documentation provided by or on behalf of PF&T to taxing authorities, excluding Tax
Returns related to income tax, franchise tax, or other similar Taxes.


 




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(e)       Tax
Treatment and Related Covenants. The Parties acknowledge that the transactions described in this Agreement are properly characterized
as transactions described in Section 721(a) of the Code and agree to file all Tax Returns in a manner consistent with such treatment.


 


(f)      Cooperation Regarding Allocation
of Contribution Value.  To the extent that any portion of the Consideration is treated as received pursuant to a sale
pursuant to Treasury Regulations Section 1.707-3, PF&T and the Partnership shall cooperate to prepare an allocation of
the Consideration among the various classes of the Terminal Assets in accordance with and as provided by Section 1060 of the
Code, taking into account, as appropriate, Section 704© of the Code.  The Parties agree that, except as otherwise required
by Applicable Law, any Tax Returns or other tax information they may file or cause to be filed with any Government Authority shall
be prepared and filed consistently with any such agreed upon allocation.  The Parties agree that, to the extent required by
Applicable Law, they will each properly prepare and timely file Form 8594 in accordance with Section 1060 of the Code.


   


ARTICLE VI 

CONDITIONS TO CLOSING


 


Section 6.1
    General Conditions.  The respective obligations of each Party to consummate the transactions
contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions,
any of which may, to the extent permitted by Applicable Law, be waived in writing by any Party in its sole discretion (provided
that such waiver shall only be effective as to the obligations of such Party):


 


(a)      
No Injunction or Prohibition.  No Governmental Authority shall have enacted, issued, promulgated, enforced or
entered any law (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes
illegal or otherwise prohibits the consummation of the transactions contemplated by this Agreement.


 


(b)      
No Litigation.  There shall not be pending any suit, action or proceeding by or before any Governmental Authority
challenging or seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement or seeking damages
in connection therewith.


 


(c)       Consents
and Approvals.  All authorizations, consents, orders and approvals of all required Governmental Authorities set forth
in World Point Disclosure Schedule 3.4, if any, and PF&T Disclosure Schedule 4.3, if any, hereto shall have been
received or waived by such Governmental Authority and shall be reasonably satisfactory in form and substance to such Party, and
any notice periods set forth in such Disclosure Schedules with respect to Governmental Authorities hereto shall have expired or
been waived by the Governmental Authority entitled to such notice.


 


(d)      
Amendment to Terminaling Services Agreement. Center Point and Apex shall have executed that certain Amendment to
Terminaling Services Agreement in the form of Schedule 2.6 attached to this Agreement.


 




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(e)       Environmental
Responsibilities Addendum. PF&T and Center Point shall have executed that certain Environmental Responsibilities Addendum,
in the form of Schedule 2.5 attached to this Agreement.


 


Section 6.2
    Conditions to Obligations of PF&T and Apex.  The obligations of PF&T and Apex
to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing,
of each of the following conditions, any of which may be waived in writing by Apex (on behalf of itself and PF&T) in its sole
discretion:


 


(a)       Consideration.
At the Closing, the Partnership shall deliver the Common Units to Apex in accordance with Section 2.8 hereof.


 


(b)      Representations,
Warranties and Covenants.  The representations and warranties of the Partnership and Center Point contained in this Agreement
or any Ancillary Agreement or any schedule, certificate or other document delivered pursuant hereto or thereto or in connection
with the transactions contemplated hereby or thereby shall be true and correct in all material respects both when made and as of
the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and
warranties shall be true and correct in all material respects as of such specified date.  The Partnership and Center Point
shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants
and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by them prior to or at the
Closing.  PF&T and Apex shall have received from the Partnership (on behalf of itself and Center Point) a duly authorized
and executed certificate to the effect set forth in the preceding sentences.


 


(c)      No Material
Adverse Effect.  There shall not have occurred any change, event or development that, individually or in the aggregate,
has had or is reasonably likely to have a Material Adverse Effect.  PF&T and Apex shall have received from the Partnership
(on behalf of itself and Center Point) a duly authorized and executed certificate to such effect.


 


(d)      Consents
and Approvals.  All authorizations, consents, orders and approvals of third Parties set forth in World Point Disclosure
Schedule 3.4, if any, hereto shall have been received or waived by such third party and shall be reasonably satisfactory in
form and substance to PF&T.


 


Section 6.3
    Conditions to Obligations of the Partnership and Center Point.  The obligations of
the Partnership and Center Point to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment,
at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Partnership (on behalf
of itself and Center Point) in its sole discretion:


 




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(a)      Conveyance
Documents. The Real Property together with any of the Terminal Assets that constitute fixtures shall be conveyed by means of
special warranty deed in the form of Exhibit D attached to this Agreement (the “Deed”). The Fixed Assets, Inventories
and Records shall be transferred by means of a bill or bills of sale in the form of Exhibit E attached to this Agreement
(the “Bills(s) of Sale”). All Terminal Contracts shall be transferred by means of an assignment and assumption agreement
or agreements in the form of Exhibit F attached to this Agreement. All Terminal Permits will be transferred by means of
appropriate forms consistent with the requirements of the applicable Governmental Authority. Any remaining Terminal Assets to be
transferred hereunder shall be conveyed pursuant to such forms that are customary for the type of property involved, as may be
consistent with the terms of this Agreement and reasonably agreed to by the Parties executing same (the Deed, the Bill(s) of Sale,
the assignment and assumption agreement or agreements, the governmental conveyance documents and the customary conveyance documents
referenced in this Section 6.3(a) are collectively referred to in this Agreement as the “Conveyance Documents”). The
Partnership and Center Point shall have received an executed counterpart of each of the Conveyance Documents, signed by each party
thereto.


 


(b)      Title Insurance.
The Title Company has issued, or is willing to issue, the Title Policy.


 


(c)      Representations,
Warranties and Covenants.  The representations and warranties of Apex and/or PF&T contained in this Agreement or any
Ancillary Agreement or any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the
transactions contemplated hereby or thereby shall be true and correct in all material respects both when made and as of the Closing
Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties
shall be true and correct in all material respects as of such specified date.  Apex and PF&T shall have performed in all
material respects all obligations and agreements and complied in all material respects with all covenants and conditions required
by this Agreement or any Ancillary Agreement to be performed or complied with by it prior to or at the Closing.  The Partnership
and Center Point shall have received from Apex and PF&T a duly authorized and executed certificate to the effect set forth
in the preceding sentences.


 


(d)      Ancillary
Agreements.  The Partnership and Center Point shall have received an executed counterpart of each of the Ancillary Agreements,
signed by each Party thereto.


 


(e)      No Material
Adverse Effect.  There shall not have occurred any change, event or development that, individually or in the aggregate,
has had or is reasonably likely to have a Material Adverse Effect.  The Partnership and Center Point shall have received from
Apex and PF&T a duly authorized and executed certificate to such effect.


 


(f)      FIRPTA Affidavit.
PF&T shall cause to be delivered to Center Point and the Title Company an affidavit demonstrating non-foreign status meeting
the requirements of Section 1445 of the Code. 


 


ARTICLE VII 

TERMINATION 


 


Section 7.1
    Termination.  This Agreement may be terminated at any time prior to the Closing:


 


(a)      by mutual written
consent of all Parties to the Agreement;


 




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(b)      (i) by
the Partnership (on behalf of itself and Center Point), if PF&T breaches or fails to perform in any respect any of its representations,
warranties or covenants contained in this Agreement and such breach or failure to perform (A) would give rise to the failure
of a condition set forth in Section 6.3, (B) cannot be or has not been cured within 15 days following delivery
of written notice of such breach or failure to perform and (C) has not been waived by the Partnership or (ii) by Apex
(on behalf of itself and PF&T), if the Partnership or Center Point breaches or fails to perform in any respect any of its representations,
warranties or covenants contained in this Agreement and such breach or failure to perform (A) would give rise to the failure
of a condition set forth in Section 6.2, (B) cannot be or has not been cured within 15 days following delivery
of written notice of such breach or failure to perform and (C) has not been waived by Apex;


 


(c)      by either the
Partnership or Apex, in the event that any Governmental Authority shall have issued an order, decree or ruling or taken any other
action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree,
ruling or other action shall have become final and non-appealable; provided, that Apex and PF&T (if Apex is so requesting
termination) or the Partnership and Center Point (if the Partnership is so requesting termination), as the case may be, shall have
used their commercially reasonable efforts, in accordance with Section 5.5, to have such order, decree, ruling or other
action vacated.


 


The Party seeking to terminate this Agreement
pursuant to this Section 7.1 (other than Section 7.1(a)) shall give prompt written notice of such termination
to the other Party.


 


Section 7.2
    Effect of Termination; Expense Reimbursement.  In the event of termination of this
Agreement as provided in Section 7.1, this Agreement shall forthwith become void and there shall be no liability on
the part of either Party except for the provisions of Section 3.8 and Section 4.11 relating to broker’s
fees and finder’s fees, Section 5.4 relating to confidentiality, Section 5.6 relating to public announcements,
Section 8.1 relating to indemnification, Section 9.1 relating to fees and expenses, Section 9.5
relating to notices, Section 9.8 relating to governing law, Section 9.12 relating to waiver of jury trial,
Section 9.16 relating to no presumption against drafting Party, and this Section 7.2.


 


ARTICLE VIII 

INDEMNIFICATION


 


Section 8.1
    Indemnification.


 


(a)      Indemnification
by Apex.  Apex shall indemnify, defend and hold harmless the Partnership from any and all Adverse Consequences incurred
by the Partnership (including its general partner WPT GP, LLC), its Subsidiaries (including Center Point) and their respective
officers, directors, employees, consultants and agents (the “World Point Protected Parties”), as a result of,
or with respect to (i) any breach of any representation or warranty of Apex or PF&T set forth in this Agreement, (ii) any
breach of any covenant or agreement of Apex or PF&T contained in this Agreement, (iii) any liabilities relating to Excluded
Assets or the Retained Liabilities or (iv) any Taxes for which Apex or PF&T is otherwise liable under Section 5.8.


 


(b)      Indemnification
by the Partnership.  The Partnership shall indemnify, defend and hold harmless Apex from any and all Adverse Consequences
incurred by Apex, its Subsidiaries (including PF&T) and their respective  officers, directors,
employees, consultants and agents (the “Apex Protected Parties”), as a result of, or with respect to (i) any
breach of any representation or warranty of the Partnership or Center Point set forth in this Agreement, (ii) any breach of
any covenant or agreement of the Partnership or Center Point, (iii) any Terminal Asset Liabilities, or (iv) any Taxes
for which the Partnership or Center Point is otherwise liable under Section 5.8.


 




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Section 8.2
    Limitations Regarding Indemnification.


 


(a)      The indemnification
obligations set forth in Section 8.1(a) and Section 8.1(b) shall terminate on the eighteen-month
anniversary of the Closing Date; provided, however, that any such indemnification obligation with respect to an Adverse Consequence
shall survive the time at which it would otherwise expire pursuant to this Section 8.2(a) if notice of such Adverse
Consequence is properly given by the Party seeking indemnification (the “Indemnified Party”) to the Party from
which indemnification is sought (the “Indemnifying Party”) prior to such time.


 


(b)      The aggregate
liability of Apex under Section 8.1(a), other than for liability arising under the Environmental Responsibilities
Addendum and the Amendment to Terminaling Services Agreement (which agreements have their own indemnification provisions), shall
not exceed 15% of the dollar value of the Consideration on the Closing Date. 


 


(c)      The aggregate
liability of the Partnership under Section 8.1(b), other than for liability arising under the Environmental Responsibilities
Addendum and the Amendment to Terminaling Services Agreement (which agreements have their own indemnification provisions), shall
not exceed 15% of the dollar value of the Consideration on the Closing Date.


 


(d)      No claims may
be made against Apex for indemnification pursuant to Section 8.1(a) unless the aggregate dollar amount of the Adverse
Consequence suffered or incurred by the World Point Protected Parties exceeds $250,000, after which Apex shall be liable for the
full amount of such claims in excess of $250,000, subject to the limitations of Section 8.2(b).


 


(e)      No
claims may be made against the Partnership for indemnification pursuant to Section 8.2(b) unless the aggregate dollar
amount of the Adverse Consequence suffered or incurred by the Apex Protected Parties exceeds $250,000, after which the Partnership
shall be liable for the full amount of such claims in excess of $250,000, subject to the limitations of Section 8.2(c).


 


(f)      In no event
shall Apex be obligated to the World Point Protected Parties under Section 8.1(a) for any Adverse Consequence
to the extent (i) any insurance proceeds are realized


by the World Point Protected Parties, or
(ii) any amounts are recovered by the World Point Protected Parties from third persons.


 


(g)      In no event
shall the Partnership be obligated to the Apex Protected Parties under Section 8.1(b) for any Adverse Consequence
to the extent (i) any insurance proceeds are realized by the Apex Protected Parties, or (ii) any amounts are recovered
by the Apex Protected Parties from third persons. 


 




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Section 8.3
    Indemnification Procedures.


 


(a)      
The Indemnified Party agrees that promptly after it becomes aware of facts giving rise to a claim for indemnification under
this Article VIII, it will provide notice thereof in writing to the Indemnifying Party, specifying the nature of and
specific basis for such claim.  Notwithstanding anything in this Article VIII to the contrary, a delay by the
Indemnified Party in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under this Article VIII,
except to the extent that such failure shall have caused actual prejudice to the Indemnifying Party’s ability to defend against
the applicable claim.


 


(b)      The Indemnifying
Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought
against the Indemnified Party that are covered by the indemnification under this Article VIII, including, without limitation,
the selection of counsel, the determination of whether to appeal any decision of any court and the settlement of any such matter
or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the Indemnified
Party (with the concurrence of the Conflicts Committee in the case of the World Point Protected Parties) unless it includes a full
release of the Indemnified Party from such matter or issues, as the case may be, and does not include any requirement for payment
by the Indemnified Party or any admission of fault, culpability or a failure to act, by or on behalf of such Indemnified Party.


 


(c)      The Indemnified
Party agrees to cooperate fully with the Indemnifying Party with respect to all aspects of the defense of any claims covered by
the indemnification under this Article VIII, including, without limitation, the prompt furnishing to the Indemnifying
Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name of the
Indemnified Party to be utilized in connection with such defense, the making available to the Indemnifying Party of any files,
records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and the making
available to the Indemnifying Party, at no cost to the Indemnifying Party, of any employees of the Indemnified Party; provided,
however, that in connection therewith the Indemnifying Party agrees to use commercially reasonable efforts to minimize the impact
thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records and
other information furnished by the pursuant to this Section 8.3.  In no event shall the obligation of the Indemnified
Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon
the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification
set forth in this Article VIII; provided, however, that the Indemnified Party may, at its own option, cost and expense,
hire and pay for counsel in connection with any such defense.  The Indemnifying Party agrees to keep any such counsel hired
by the Indemnified Party informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain
sole control over such defense. 


 


(d)      The date on
which the Indemnifying Party receives notification of a claim for indemnification shall determine whether such claim is timely
made.


 


(e)      NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE
CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY
OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT EXCEPT TO THE EXTENT RECOVERED IN A CLAIM BY A THIRD PARTY.


 




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ARTICLE IX 

GENERAL PROVISIONS 


 


Section 9.1
      Fees and Expenses.  Except as otherwise provided herein and regardless of whether
the transactions contemplated hereby are consummated, each Party shall pay its own expenses incident to this Agreement and all
action taken in preparation for carrying this Agreement into effect.


 


Section 9.2
     Amendment and Modification.  This Agreement may be amended, modified or supplemented
by the parties at any time prior to the Closing Date.  This Agreement may not be amended, modified or supplemented in any
manner, whether by course of conduct or otherwise, except by an instrument in writing, signed on behalf of each of the parties
at the time of the amendment, modification or supplement, and after the Conflicts Committee has approved such amendment, modification
or supplement, as applicable.


 


Section 9.3
     Extension.  At any time prior to the Closing Date, the parties may, to the extent
permitted by Applicable Law, extend the time for the performance of any of the obligations or other acts of the parties. 
Any agreement on the part of a Party to any such extension shall be valid only if set forth in a written instrument executed and
delivered by a duly authorized officer on behalf of such Party.


 


Section 9.4
     Waiver.  At any time prior to the Closing Date, the parties may, to the extent permitted
by Applicable Law, (a) waive any inaccuracies in the representations and warranties of the other parties contained in this
Agreement or any document delivered pursuant hereto or (b) subject to Applicable Law, waive compliance with any of the agreements
or conditions of the other parties contained herein.  Any agreement on the part of a Party to any such waiver shall be valid
only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such Party. No failure
or delay of any Party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course
of conduct, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies
of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder.


 


Section 9.5
     Notices.  Any notice, request, instruction, correspondence or other document to be
given hereunder by any Party hereto to another Party hereto (herein collectively called “Notice”) shall be in
writing and delivered in person, by courier service or by telecopier, as follows:


 


	(a) 	if to PF&T or Apex, to: 
	 	 
	 	Petroleum Fuel & Terminal Company 
	 	8235 Forsyth Blvd., Suite 400 
	 	St. Louis, MO  63105
	 	Attention: President 
	 	Telephone: 314-889-9600 
	 	Facsimile: 314-889-9603 


 




    	30



    	 



    

 


	(b) 	if to Center Point or the Partnership, to: 
	 	 
	 	World Point Terminals, LP 
	 	8235 Forsyth Blvd., Suite 400 
	 	St. Louis, MO  63105 
	 	Attention: Chief Financial Officer 
	 	Telephone: 314-889-9664 
	 	Facsimile: 314-889-9645 


 


	 	with a copy to: 
	 	 
	 	World Point Terminals, LP 
	 	8235 Forsyth Blvd., Suite 400 
	 	St. Louis, MO  63105
	 	Attention: Conflicts Committee Chair c/o Corporate Secretary 
	 	Telephone: 314-889-9669
	 	Facsimile: 314-889-9645
	 	 
	 	and with a copy to: 
	 	 
	 	Potter Anderson & Corroon LLP 
	 	
        Hercules Plaza

        1313 North Market Street, 6th Floor

        PO Box 951

	 	Wilmington, DE 19801 
	 	
        Attention: Thomas A. Mullen

        Telephone: 302-984-6000

	 	Facsimile: 302-658-1192 


 


Notice given by personal
delivery or courier service shall be effective upon actual receipt.  Notice given by telecopier shall be confirmed by appropriate
answer back and shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the
beginning of the recipient’s next Business Day after receipt if not received during the recipient’s normal business
hours.  Any Party may change any address to which Notice is to be given to it by giving Notice as provided above of such change
of address.


 


Section 9.6
    Entire Agreement.  This Agreement (including the Exhibits and Schedules hereto) constitute
the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior
and contemporaneous oral agreements, arrangements, communications and understandings among the parties with respect to the subject
matter hereof and thereof.  Notwithstanding any oral agreement or course of action of the parties or their Representatives
to the contrary, no Party to this Agreement shall be under any legal obligation to enter into or complete the transactions contemplated
hereby unless and until this Agreement shall have been executed and delivered by each of the parties.


 




    	31



    	 



    

 


Section 9.7
    No Third-Party Beneficiaries.  Nothing in this Agreement, express or implied, is intended
to or shall confer upon any Person other than the parties and their respective successors and permitted assigns, and the Conflicts
Committee, any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.


 


Section 9.8
    Governing Law.


 


(a)        This Agreement
shall be construed and enforced in accordance with the Applicable Law of the State of Delaware without giving effect to the choice
of law principles thereof.  Each Party consents to personal jurisdiction in any action brought in any court, federal or state,
within the State of Delaware having subject matter jurisdiction arising under this Agreement, and each of the parties hereto agrees
that any action instituted by either of them against the other with respect to this Agreement will be instituted exclusively in
a court, federal or state, within the State of Delaware. Notwithstanding the foregoing, any issue arising hereunder directly pertaining
to the real property including issues of conveyance or encumbrance shall be governed by the laws of the State of North Carolina.


 


(b)        Each Party to
this Agreement waives, to the fullest extent permitted by Applicable Law, any right it may have to receive damages from any other
party based on any theory of liability for any special, indirect, consequential (including lost profits), exemplary or punitive
damages (except to the extent that any such damages are included in indemnifiable losses resulting from a third party claim in
accordance with this Agreement).


 


Section 9.9
    Assignment; Successors.  Neither this Agreement nor any of the rights, interests or
obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any Party
without the prior written consent of the Partnership (in the case of an assignment by PF&T or Apex) or PF&T (in the case
of an assignment by the Partnership or Center Point), and any such assignment without such prior written consent shall be null
and void; provided, however, that no assignment shall limit the assignor’s obligations hereunder.  Subject
to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and
their respective successors and assigns.


 


Section 9.10
    Enforcement.  The parties agree that irreparable damage would occur in the event that
any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. 
Accordingly, each of the parties shall be entitled to specific performance of the terms hereof, including an injunction or injunctions
to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any state or federal
court in the State of Delaware, this being in addition to any other remedy to which such Party is entitled at law or in equity. 
Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would
be adequate and (b) any requirement under any law to post security as a prerequisite to obtaining equitable relief.


 




    	32



    	 



    

 


Section 9.11
    Severability.  Wherever possible, each provision hereof shall be interpreted in such
a manner as to be effective and valid under Applicable Law.  In case any one or more of the provisions contained herein shall,
for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision or provisions shall be ineffective
to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and the remainder of the provisions
of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the
economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party
hereto.  Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in a reasonably acceptable manner so that the transactions contemplated hereby
may be consummated as originally contemplated to the fullest extent possible.


 


Section 9.12
    Waiver of Jury Trial.  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


Section 9.13
    Counterparts.  This Agreement may be executed in two or more counterparts, all of
which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed
by each of the parties and delivered to the other Party.


 


Section 9.14
    Electronic Signature.  This Agreement may be executed by facsimile, portable document
format (.pdf) or similar technology signature, and such signature shall constitute an original for all purposes.


 


Section 9.15
    Time of Essence.  Time is of the essence with regard to all dates and time periods
set forth or referred to in this Agreement.


 


Section 9.16
    No Presumption Against Drafting Party. Each of PF&T, Apex, the Partnership and Center
Point acknowledges that each Party to this Agreement has been represented by counsel in connection with this Agreement and the
transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation
of any claimed ambiguities in this Agreement against the drafting Party has no application and is expressly waived.


 


[The remainder of this page is intentionally
left blank.]


 




    	33



    	 



    

 


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


  


	 	PETROLEUM FUEL & TERMINAL COMPANY
	 	 	 
	 	By: 	 /s/ Christopher J. Schmitt
	 	 	Name: 	Christopher J. Schmitt
	 	 	Title: 	Chief Financial Officer


 


	 	WORLD POINT TERMINALS, LP 
	 	 	 
	 	By: 	WPT GP, LLC, its general partner 
	 	 	 
	 	 	By: 	 Steven G. Twele
	 	 	 	Name: 	Steven G. Twele
	 	 	 	Title: 	
        Vice President & Chief

        Financial Officer



 


	 	CENTER POINT TERMINAL COMPANY, LLC 
	 	 	 
	 	By: 	 /s/ Steven G. Twele
	 	 	Name: 	Steven G. Twele
	 	 	Title: 	Vice President & Treasurer


 


	 	APEX OIL COMPANY, INC.
	 	 	 
	 	By	Christopher J. Schmitt
	 	 	Name:  	Christopher J.
Schmitt
	 	 	Title:	Chief Financial Officer


 


Signature Page to Contribution Agreement


 




    	34



    	 



    

 


EXHIBIT “A”


LEGAL DESCRIPTION


 


EXHIBIT
A


 


Lying
and being in Guilford County, North Carolina, and more particularly described as follows: 


 


TRACT
I: 6908 West Market Street, Greensboro, NC


 


Located
in Guilford County, N.C and being the western half of lot 12 (12) and all of lot 13 (13), “Subdivision of Lindley Land”
as recorded in Plat Book 9, Page 74 of the Guilford County Registry, also designated as Tax Parcel ten (10). See deed to Triad
Enterprises, Inc. recorded in DB 2721, Pg. 847. A more particular description reads as follows;


 


Commencing
at NCGS Monument “281 E 201 COG 35" having North Carolina Grid Coordinate values as follows: North 847,776.26',
East 1,723507.47', NAD 83 and a combined factor of number 0.99993609; thence a N.C. Grid Bearing and distance of N 61°29'31"
W 2487.09' to an IRON Rod Found located at the Southwest corner of property belonging to Petroleum Fuel and Terminal Co., recorded
in DB 4245, Pg 286, said point also located in the north right-of-way of West Market Street and being the Point of Beginning, having
North Carolina Grid Coordinate values as follows; North 848,963.30', East 1,726,321.94' NAD 83; thence from the beginning and running
with the north right-of-way of West Market Street (see deed to the North Carolina Department of Transportation recorded in DB 3858,
Pg 2189) N 65°08' 30"W 149.72' to an Iron Rod Set; thence N 24°27'01" E passing through an Iron Pipe Found at
a distance of 438.03', (said iron being the northeast corner of tax parcel 24) for a total distance of 666.68' to an Iron Pipe
Found in the south line of PPG Industries, Inc. recorded in DB 2338, Pg. 140; thence running with PPG Industries Inc. S 65°08'
12" E 149.72' to an Iron Pipe found; thence running with Petroleum Fuel and Terminal Co. west line S 24°27'00" W
666.66' to the point and place of beginning, containing 2.2914 Acres.


 


TRACT
II: 6910-6912 West Market Street, Greensboro, NC


 


Located
in Guilford County N.C. and being a portion of lot “C” of the property of Motsinger Estate as recorded in Plat Book 43,
Page 26, also designated as Tax Parcel twenty four (24). See deed to Triad Enterprises Inc. recorded in DB 3515, Pg 1640. A more
particular description reads as follows;


 


Commencing
at an Iron Rod Found located at the southwest corner of property belonging to Petroleum Fuel and Terminal Co., recorded in
DB 4245, Pg 286 having North Carolina Grid Coordinate values as follows; North 848,963.30, East 1,726,321.94' NAD 83, said
point also being in the north right-of-way of West Market Street; thence running with the north right-of-way of W. Market
Street N 65°08'30" W 149.72' to an Iron Rod Set, the Point of Beginning; thence from the Beginning and continuing
with the north right-of-way of West Market Street (see deed to the North Carolina Department of Transportation recorded in DB
3858, Pg. 2189) N 65°08'30" W 235.08' to an Iron
Rod Set; thence running with the east line of Tax Parcel seven (7) also known as Lot 1, Map V “Flight Pattern
Industrial Park” recorded in PB 93, Pg. 110, N 25°6'11'' E 438.08' to an iron rod set, said iron being the south
line of Jerry R. Coleman, recorded in DB 4742, Pg. 1900, also known as Lot 2, Map V “Flight Pattern Industrial
Park” recorded in PB 93, Pg. 110, thence running with the south line of Coleman S 65°07'39" E 230.09' to an
Iron Pipe Found in the west line of Tax Parcel 10; thence running with the west line of Tax Parcel 10, S 24°27'01" W
438,03' to the point and place of beginning, containing 2.3389 Acres.


 


	ALTA
    Commitment Form (6-17-06)	Commitment No: 14GBO98832


 




    	 



    	 



    

  


Order
No.: 14GBO98832


 


EXHIBIT
A (Continued)


 


TRACT
III: 6900 West Market Street, Greensboro, NC


 


All that
certain piece, parcel or tract of land lying and being in Morehead Township, Guilford County, North Carolina and being more particularly
described as follows:


 


BEGINNING
at an iron rod set located in the northern margin of the right-of-way of West Market Street at its intersection with the westernmost
margin of the right-of-way of PPG Road and running from said point of beginning along the northern margin of West Market Street
North 75°49'15" West 413.89 feet to an iron rod set, said rod being located in the southeastern corner of the property
(now of formerly), of Triad Enterprises, Inc. (see Deed Book 2721, Page 847, Guilford County Registry); thence along the eastern
line of the property of Triad Enterprises, Inc. North 13°46'00" East 666.52 feet to an existing iron pipe located in the
southern line of the property (now or formerly), of Pittsburgh Plate Glass Co. (see Deed Book 2338, Page 140, Guilford County Registry;
thence with the southern line of Pittsburgh Plate Glass Co. South 75°46'00" East 449.94 feet to an iron pipe in the western
margin of the right-of-way of PPG Road; thence with the western margin of PPG Road South 13°45'55" West 629.44 feet to
an iron rod set; thence continuing with the western margin of the right-of-way of PPG Road South 58°25'27’' West 51.31
feet to the point and place of BEGINNING, and containing 6.868 acres, more or less as shown on the map of survey prepared by Anderson
and Associates, Inc. dated March 14, 1994, the same being a portion of Lots 8, 9, 10, 11 and 12 as shown on a plat entitled “Lindley
Land” as recorded in Plat Book 9, Page 74, in the office of the Register of Deeds of Guilford County, North Carolina.


 


TOGETHER
WITH those easement rights appurtenant to the above-described tract as set forth in Pipeline Agreements recorded in Book
1556, Page 152; Book 1556, Page 156; Book
1556, Page 162; and Book 1556, Page 166, Guilford
County Registry.


 




    	2



    	 



    

  


EXHIBIT A-1


Permitted Liens


(Greensboro, North Carolina terminal)


  


SCHEDULE
B - SECTION 2


EXCEPTIONS


 


The Policy or Policies
to be issued will contain exception to the following unless the same are disposed of to the satisfaction of the Company.


 


		1.	Defects, liens, encumbrances, adverse claims
or other matters, if any created, first appearing in the public records or attaching subsequent to the effective date hereof but
prior to the date the proposed Insured acquires for value of record the estate or interest or mortgage thereon covered by this
Commitment.



 


		2.	The lien of all taxes for the
year 2015 and thereafter, which are
not yet due and payable.



 


		3.	Building restriction lines, easements, and any
other matters shown on map or plat recorded in Plat
Book 9, Page 74; Plat Book 43, Page
26; and Plat Book 93, Page 110.



 


		4.	Easement(s) or right(s)-of-way in favor of Department
of Transportation recorded in Book 3863,
Pages 971 and 973, located substantially
as shown on survey by James H. Mauney, Jr., PLS, dated November 25, 2013 (the “Survey”).



 


		5.	Easement(s) or right(s)-of-way in favor of North
Carolina Department of Transportation recorded in Book
3858, Page 2189; and Book 3050, Page
677.



 


		6.	Easement(s) or right(s)-of-way in favor of Triad
Enterprises, Inc. recorded in Book 3743
Page 1857, located substantially as shown on the Survey, re-recorded in Book
3769, 1403; as assigned by Assignment and Transfer of Sewer Line Easement to City of Greensboro recorded in Book
3769, Page 1401.



 


		7.	The following matter(s) as shown on the Survey,
and any easement(s) or right(s)-of-way associated therewith:



a. various
utility lines with reinforced concrete pipes; storm drainage lines, catch basins and manholes; guy wires; vent pipes; sanitary
sewer lines and manholes; monitoring wells; power poles and power lines; water boxes located on the Land;


b. detention
ponds;


c. fuel
storage tanks and pumping station.


 


		8.	Any encroachment, encumbrance, violation, variation,
or adverse circumstance affecting the Title arising subsequent to November 25, 2013, that would be disclosed by an accurate and
complete land survey of the Land made subsequent to said date.



 


		9.	Discrepancies, variances, shortages or overages
in the acreage of the Land.



 


		10.	Rights or claims of parties in possession as
tenants under unrecorded leases.



 


		11.	Terms and conditions of, and rights of others
in and to the use of the property subject to, the appurtenant easement(s) more particularly described in Exhibit A.



 


		12.	Statutory
liens of mechanics, laborers and materialmen that have performed or furnished



 


	ALTA Commitment Form (6-17-06)	Commitment No:14GBO98832
	 	titleTRAX ID: 
	 	Page 5 of 8


 




    	3



    	 



    

  


EXHIBIT B


Terminal Permits/Contracts


(Greensboro, North Carolina terminal)


 


1. Service Agreement with Equilon Enterprises LLC dba
Shell Oil Products US (customer) dated May 30, 2011.


 


2. Apex Air Permit, ID Number 07719R09, expires August
2021.


 


3. Apex SPCC Plan Permit, ID Number PK 12010PF-1, expires
May 2018.


 


4. Apex FRP Permit, ID Number 56039.01, expires May 2018.


 


5. Apex NPDES Permit, ID Number NC0071463, expires August
2016.


 




    	4



    	 



    

  


EXHIBIT C


Inventories


 


(Greensboro, North Carolina Terminal)


 




    	5



    	 



    

  


EXHIBIT D


Form of Special Warranty Deed 



 


NORTH CAROLINA SPECIAL WARRANTY DEED


 


	Excise Tax:
	Parcel Number 0099461, PIN #7824 69 6178, 6900 W. Market, Lot # 6.87 AC PT 8-12 PB 9-74 Lindley
	Parcel Number 0099460, PIN #7824 69 4300, 6908 W. Market, Lot # 13 PT-12 PB 9-74 Lindley
	Parcel Number 0099470, PIN #7824 69 1288, 6910 W. Market, Lot # 2.33 AC C PB 43-36 Motsinger


 


Verified by Guilford County on the
_______ day of __________________________________________________, 20___, by
___________________________________________________________________________


 


	Instrument Prepared by and	Location: Guilford County, Greensboro, North Carolina
	after recording return to:	 
	Deborah A. Weedman	 
	8235 Forsyth Blvd., Suite 400	 
	Clayton MO 63105	 


 


THIS DEED made this ______ day of December, 2014, by and between


 


	GRANTOR	GRANTEE
	
        Petroleum Fuel & Terminal Company,

        a Missouri corporation

        8235 Forsyth Blvd., Suite 400

        Clayton, MO 63105
	
        Center Point Terminal Company, LLC, 

        a Delaware limited liability company

        8235 Forsyth Blvd., Suite 400

        Clayton, MO 63105



 


Enter in appropriate block for each party:
name, address, and, if appropriate, character of entity, e.g. corporation or partnership


 


The designation Grantor and Grantee as used herein shall include
said parties, their heirs, successors, and assigns, and shall include singular, plural, masculine, feminine or neuter as required
by context.


 


WITNESSETH, that Grantor,
for a valuable consideration paid by Grantee, the receipt and sufficiency of which are hereby acknowledged, has and by these presents
does grant, bargain, sell and convey unto Grantee and its successors and assigns, in fee simple, all those certain lots or parcels
of land situated in Guilford County, Greensboro, North Carolina and more particularly described as follows (the “Property”):


 


See Exhibit “A”
attached hereto and made a part hereof.


 




    	6



    	 



    




 


Together with all buildings, improvements
and appurtenances thereon and thereto, along with all of Grantor's rights, title and interest, if any, in and to all roadways,
streets, alleys, easements and rights of way adjacent to or abutting the Property.


 


The Property hereinabove
described was acquired by Grantor by instrument recorded in Book 4245 Page 286 and Book 6617 Page 1081. All or a portion of the
property herein conveyed does not include the primary residence of a Grantor. A map showing the above described property is recorded
in Plat Book 9 Page 74, and Plat Book 43 Page 26, Guilford County Registry.


 


TO HAVE AND TO HOLD the Property and all
privileges and appurtenances thereto belonging to the Grantee in fee simple. This conveyance is made subject to all Permitted
Liens found in Exhibit “B” hereto.


 


Grantor covenants with
Grantee that the Property is free from all encumbrances made by Grantor other than as set forth above, and that Grantor does warrant
and defend the title against the lawful claims of all persons claiming by, under or through Grantor, but against no other.


 


IN WITNESS WHEREOF,
Grantor has executed this instrument as of the date first above written.


 


	 	PETROLEUM FUEL & TERMINAL COMPANY
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	STATE OF MISSOURI  )
	                                          )	ss.
	COUNTY OF ST. LOUIS	)


 


On this ___ day of ____________, 2014, before me, a Notary Public
in and for said county and state, do hereby certify that ________________________________________ , to me personally known, appeared
before me this day and acknowledged that he is the ____________ of Petroleum Fuel & Terminal Company, a Missouri corporation,
and that by authority duly given and as the act of such entity, he signed the foregoing instrument on behalf of said corporation,
and he acknowledged said instrument to be his free act and deed.


 


IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal in the county and state aforesaid, the day and year first above written.


 


	 	 
	 	Notary Public
	 	My commission expires:


 




    	7



    	 



    

  


EXHIBIT “A”


LEGAL DESCRIPTION


 


EXHIBIT
A


 


Lying and being in Guilford County, North Carolina, and more particularly described as follows:


 


TRACT
I: 6908 West Market Street, Greensboro, NC


  


Located
in Guilford County, N.C and being the western half of lot 12 (12) and all of lot 13 (13), “Subdivision of Lindley Land”
as recorded in Plat Book 9, Page 74 of the Guilford County Registry, also designated as Tax Parcel ten (10). See deed to Triad
Enteiprises, Inc. recorded in DB 2721, Pg. 847. A more particular description reads as follows;


 


Commencing
at NCGS Monument “281 E 201 COG 35" having North Carolina Grid Coordinate values as follows: North
847,776.26', East 1,728507,47', NAD 83 and a combined factor of number 0.99993609; thence a N.C. Grid Bearing and distance of
N 61°29'31" W 2487.09' to an IRON Rod Found located at the Southwest corner of property belonging to Petroleum Fuel
and Terminal Co., recorded in DB 4245, Pg 286, said point also located in the north right-of-way of West Market Street and
being the Point of Beginning, having North Carolina Grid Coordinate values as follows; North 848,963.30', East 1,726,321.94'
NAD 83; thence from the beginning and running with the north right-of-way of West Market Street (see deed to the North
Carolina Department of Transportation recorded in DB 3858, Pg 2189) N 65°08' 30"W 149.72' to an Iron Rod Set; thence
N 24°27'01" E passing through an Iron Pipe Found at a distance of 438.03', (said iron being the northeast corner of
tax parcel 24) for a total distance of 666.68' to an Iron Pipe Found in the south line of PPG Industries, Inc. recorded in
DB 2338, Pg. 140; thence running with PPG Industries Inc. S 65°08' 12" E 149.72' to an Iron Pipe found; thence
running with Petroleum Fuel and Terminal Co. west line S 24°27'00" W 666.66' to the point and place of beginning,
containing 2.2914 Acres.


 


TRACT
II: 6910-6912 West Market Street, Greensboro, NC


 


Located
in Guilford County N.C. and being a portion of lot “C” of the property of Motsinger Estate as recorded in Plat Book 43,
Page 26, also designated as Tax Parcel twenty four (24). See deed to Triad Enterprises Inc. recorded in DB 3515, Pg 1640. A more
particular description reads as follows;


 


Commencing
at an Iron Rod Found located at the southwest corner of property belonging to Petroleum Fuel and Terminal Co., recorded in DB
4245, Pg 286 having North Carolina Grid Coordinate values as follows; North 848,963.30, East 1,726,321.94' NAD 83, said point
also being in the north right-of-way of West Market Street; thence running with the north right-of-way of W. Market Street N
65°08'30" W 149.72' to an Iron Rod Set, the Point of Beginning; thence from the Beginning and continuing with the
north right-of-way of West Market Street (see deed to the North Carolina Department of Transportation recorded in DB 3858,
Pg. 2189) N 65°08'30" W 235.08' to an Iron Rod Set; thence running with the east line of Tax Parcel seven (7) also
known as Lot 1, Map V “Flight Pattern Industrial Park” recorded in PB 93, Pg. 110, N 25°6'11'' E 438.08' to an
iron rod set, said iron being the south line of Jerry R. Coleman, recorded in DB 4742, Pg. 1900, also known as Lot 2, Map V
“Flight Pattern Industrial Park” recorded in PB 93, Pg. 110, thence running with the south line of Coleman S
65°07'39" E 230.09' to an Iron Pipe Found in the west line of Tax Parcel 10; thence running with the west line of
Tax Parcel 10, S 24°27'01" W 438,03' to the point and place of beginning, containing 2.3389 Acres.


 


	ALTA Commitment Form (6-17-06)	Commitment No: 14GBO98832


 




    	8



    	 



    

  


Order
No.: 14GBO98832


 


EXHIBIT
A (Continued)


 


TRACT
III: 6900 West Market Street, Greensboro, NC


 


All that
certain piece, parcel or tract of land lying and being in Morehead Township, Guilford County, North Carolina and being more particularly
described as follows:


 


BEGINNING
at an iron rod set located in the northern margin of the right-of-way of West Market Street at its intersection with the westernmost
margin of the right-of-way of PPG Road and running from said point of beginning along the northern margin of West Market Street
North 75°49'15" West 413.89 feet to an iron rod set, said rod being located in the southeastern corner of the property
(now of Formerly), of Triad Enterprises, Inc. (see Deed Book 2721, Page 847, Guilford County Registry); thence along the eastern
line of the property of Triad Enterprises, Inc. North 13°46'00"' East 666.52 feet to an existing iron pipe located in
the southern line of the property (now or formerly), of Pittsburgh Plate Glass Co. (see Deed Book 2338, Page 140, Guilford County
Registry; thence with the southern line of Pittsburgh Plate Glass Co. South 75°46'00" East 449.94 feet to an iron pipe
in the western margin of the right-of-way of PPG Road; thence with the western margin of PPG Road South 13°45'55" West
629.44 feet to an iron rod set; thence continuing with the western margin of the right-of-way of PPG Road South 58°25'27"
West 51.31 feet to the point and place of BEGINNING, and containing 6.868 acres, more or less as shown on the map of survey prepared
by Anderson and Associates, Inc. dated March 14, 1994, the same being a portion of Lots 8, 9, 10, 11 and 12 as shown on a plat
entitled “Lindley Land” as recorded in Plat Book 9, Page 74, in the office of the Register of Deeds of Guilford County,
North Carolina.


 


TOGETHER
WITH those easement rights appurtenant to the above-described tract as set forth in Pipeline Agreements recorded in Book
1556, Page 152; Book 1556, Page 156; Book
1556, Page 162; and Book 1556, Page 166, Guilford
County Registry.


 




    	9



    	 



    

  


EXHIBIT “B”


PERMITTED LIENS


 


The
lien of all taxes for the year 2015 and thereafter, which
are not yet due and payable.


 


Building
restriction lines, easements, and any other matters shown on map or plat recorded in Plat
Book 9, Page 74; Plat Book 43, Page 26; and Plat
Book 93, Page 110.


 


Easement(s)
or right(s)-of-way in favor of Department of Transportation recorded in Book
3863, Pages 971 and 973, located substantially as shown
on survey by James H. Mauney, Jr., PLS, dated November 25, 2013 (the “Survey”).


 


Easement(s)
or right(s)-of-way in favor of North Carolina Department of Transportation recorded in Book
3858, Page 2189; and Book 3050, Page 677.


 


Easement(s)
or right(s)-of-way in favor of Triad Enterprises, Inc. recorded in Book
3743, Page 1857, located substantially as shown on the Survey, re-recorded in Book
3769, Page 1403; as assigned by Assignment and Transfer of Sewer Line Easement to City of Greensboro recorded in Book
3769, Page 1401.


 


The
following matter(s) as shown on the Survey, and any easement(s) or right(s)-of-way associated therewith:


a. various
utility lines with reinforced concrete pipes; storm drainage lines, catch basins and manholes; guy wires; vent pipes; sanitary
sewer lines and manholes; monitoring wells; power poles and power lines; water boxes located on the Land;


b. detention
ponds;


c. fuel
storage tanks and pumping station.


 




    	10



    	 



    

  


EXHIBIT E


Form of Bill of Sale


 


(Greensboro, North Carolina terminal)


 


For and in consideration of the sum of $1.00
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned Petroleum
Fuel & Terminal Company (“Seller”) hereby sells, transfers and conveys to Center Point Terminal
Company, LLC (“Buyer”) WHERE IS AND AS IS AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND EXCEPT
AS SPECIFICALLY SET FORTH HEREIN AND IN THAT CONTRIBUTION AGREEMENT BY AND AMONG BUYER AND SELLER DATED AS OF December______, 2014
(the “Contribution Agreement”) all of Seller’s right, title and interest in and to all fixtures
and personal property located at, or used in connection with, that certain terminal facility commonly known and numbered 6900,
6908, 6910-12 W. Market Street, Greensboro, North Carolina (the “Terminal”) and as described on Exhibit
A to the Contribution Agreement, including but not limited to (i) storage tanks, truck racks, piping, pipelines, pumps, compressors,
heaters, valves, fittings, products, fuel, vapor recovery units, tools, spare parts, mechanical equipment, appliances, computers
and any other office equipment, furniture, cell phones, radios and supplies, (ii) vehicles, trailers and motors, (iii) intangible
personal property relating to operations at the Terminal including contracts and agreements, and (iv) to the extent transferrable,
operating permits, registrations and licenses.


 


The undersigned hereby warrants and represents
that it has the right and authority to convey the above property and that it has clear and marketable title same, free and clear
of all encumbrances, security interests and liens of any kind or nature.


 


Dated this ____ day of ___________, _____.


 


	 	PETROLEUM FUEL & TERMINAL COMPANY
	 	 	 
	 	By	 


 




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EXHIBIT F


Form of Assignment and Assumption Agreement
of 


Terminal Permits and Terminal Contracts


(Greensboro, North Carolina Terminal)


 


THIS ASSIGNMENT AND ASSUMPTION OF TERMINAL
PERMITS AND TERMINAL CONTRACTS (this “Assignment”) is entered into on this _________day of _______, ____,
by Petroleum Fuel & Terminal Company, a Missouri corporation and a wholly owned subsidiary of Apex Oil Company, Inc.
(“Seller”), and Center Point Terminal Company, LLC, a Delaware limited liability company (“Purchaser”),
pursuant to that certain Contribution Agreement dated December __, 2014 (the “Contribution Agreement”).


 


Unless otherwise defined
herein, all capitalized terms used herein shall have the same meanings attributed to them as set forth in the Contribution Agreement.


 


Seller, for good and valuable consideration,
receipt and sufficiency of which are hereby acknowledged, to the extent transferrable, hereby grants, bargains, conveys, assigns,
transfers and delivers to Purchaser, and Purchaser accepts in full, all of Seller’s right, title and interest, legal and
equitable, from and after the date hereof, in, to and under those certain Terminal Permits and Terminal Contracts listed on the
exhibit hereto.


 


Purchaser hereby assumes and agrees to
perform and discharge when due each and all of the obligations and liabilities of Seller, other than any Retained Liabilities,
under each Terminal Permit and Terminal Contract, arising or accruing on or after the date hereof, in each case in accordance with
and subject to all the terms, covenants and conditions of each such Terminal Permit and Terminal Contract, to the same extent and
in the same manner as if Purchaser were the original contracting party, as appropriate.


 


This Assignment is delivered pursuant to
and is subject to the terms and conditions of the Contribution Agreement. Nothing contained in this Assignment shall in any way
supersede, modify, replace, amend, change, rescind, expand, exceed, enlarge, or in any way affect the provisions, including the
representations, warranties, covenants, agreements, conditions, or in general, any rights, remedies or obligations of Seller or
Purchaser set forth in the Contribution Agreement. In the event of any conflict or ambiguity between the terms of the Contribution
Agreement and the terms of this Assignment, the terms of the Contribution Agreement shall govern and prevail, and any such provision
in this Assignment shall be deemed to be amended to the extent necessary to eliminate any such conflict, inconsistency, ambiguity
or difference.


 


This Assignment may not be modified, changed
or supplemented, except by written instrument signed by all parties hereto, nor may any obligations hereunder be deemed waived,
except by written instrument signed by the party against whom the waiver is to be effective.


 


This Assignment shall be governed by, and
construed and enforced in accordance with the Applicable Law of the State of Delaware. Notwithstanding the foregoing, any issue
arising hereunder directly pertaining to the real property including issues of conveyance or encumbrance shall be governed by the
laws of the State of North Carolina and shall be subject to the venue selection provision set forth in the Contribution Agreement.


 




    	12



    	 



    

  


This Assignment shall be enforceable against
and inure to the benefit of Seller and Purchaser and their respective successors and assigns. Nothing in this Assignment will be
construed as conferring upon any Person other than Seller and Purchaser, and their respective successors in interest, any right,
remedy or claim under or by reason of this Assignment.


 


This Assignment may be executed in any
number of counterparts (including by means of telecopied or electronically transmitted signature pages) and all such counterparts
taken together shall constitute one and the same agreement.


 


This Assignment and the Contribution Agreement,
including all of the Schedules, Exhibits and attachments thereto and the agreements and documents referred to therein, constitutes
the entire agreement and understanding between the parties with respect to the subject matter contained herein and supersedes any
prior understandings, negotiations or agreements, whether written or oral, between them respecting such subject matter.


 


EACH PARTY HEREBY WAIVES, TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY PROCEEDING IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH OR ARISING
OUT OF THIS ASSIGNMENT, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF, WHETHER PURPORTING TO BE
AT LAW OR IN EQUITY, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.


 


[SIGNATURE PAGE IMMEDIATELY FOLLOWS]


 




    	13



    	 



    

  


IN WITNESS WHEREOF, the parties have executed
this Assignment as of the day and year first above written.


 


	 	SELLER:
	 	 
	 	PETROLEUM FUEL & TERMINAL COMPANY
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	PURCHASER:
	 	 
	 	CENTER POINT TERMINAL COMPANY, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	14



    	 



    

  


Terminal Permits and Terminal Contracts


(Greensboro, North Carolina terminal)


 


1. Service Agreement with Equilon Enterprises LLC dba
Shell Oil Products US (customer) dated May 30, 2011.


 


2. Apex Air Permit, ID Number 07719R09, expires August
2021.


 


3. Apex SPCC Plan Permit, ID Number PK 12010PF-1, expires
May 2018.


 


4. Apex FRP Permit, ID Number 56039.01, expires May 2018.


 


5. Apex NPDES Permit, ID Number NC0071463, expires August
2016.


 




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SCHEDULE 2.5


ENVIRONMENTAL RESPONSIBILITIES ADDENDUM


 


This Environmental Responsibilities Addendum (this “Addendum”)
is attached to, governed by, and made a part of the Contribution Agreement dated December ____, 2014 (the “Agreement”)
by and among Apex Oil Company, Inc., a Missouri corporation (“Apex”), Petroleum Fuel & Terminal Company,
a Missouri corporation and wholly owned subsidiary of Apex (“PF&T”), World Point Terminals, LP, a
Delaware limited partnership (the “Partnership”), and Center Point Terminal Company, LLC, a Delaware
limited liability company and wholly owned subsidiary of the Partnership (“Center Point”) in respect
of the contribution of certain assets at that certain Terminal Facility located at 6900 West Market Street, Greensboro, North Carolina
27409, all as specified in, and subject to the terms and conditions of, said Agreement.


 


RECITALS


 


A.           PF&T
is contributing, transferring, assigning and conveying to Center Point, in accordance with the terms of the Agreement, the Terminal
Assets;


 


B.           The
Parties to the Agreement and this Addendum wish to allocate responsibility for environmental liabilities and claims associated
with the Terminal Assets in accordance with the provisions hereof.


 


AGREEMENT


 


1.          Definitions.
Capitalized terms used in this Addendum and not otherwise defined shall have the meanings ascribed to such terms in the Agreement.
As used in this Addendum, the following terms have the meanings set forth below:


 


a.           “Environmental
Baseline” means the known environmental facts, circumstances and conditions existing, initiated or occurring at the
Terminal Facility prior to the Closing Date as disclosed or otherwise as described in the materials listed in Exhibit “A”
attached hereto.


 


b.           “Environmental
Claims” means any Adverse Consequences suffered or incurred by a Party by reason of or arising out of (i) any violation
of Environmental Laws or (ii) any environmental event, condition or matter associated with or arising from the ownership or operation
of the Terminal Facility (including the presence of Hazardous Substances on, under, about or migrating to or from the Terminal
Facility or the disposal or release of Hazardous Substances generated by the operation of the Terminal Facility at thirty party
locations) including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair,
restoration, remediation, risk-based closure activities or other corrective action required or necessary under Environmental Laws
and (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action or other plans required
or necessary under Environmental Laws.


 




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c.           “Environmental
Laws” has the meaning set forth in the Agreement.


 


d.           “Hazardous
Substances” has the meaning set forth in the Agreement.


 


2.          Apex’s
Indemnity.


 


a.           Indemnity.
From the Closing Date, Apex and PF&T, jointly and severally, shall indemnify, defend and hold harmless the Partnership (including
its general partner WPT GP, LLC), its Subsidiaries (including Center Point) and their respective officers, directors, employees,
consultants and agents (the “World Point Protected Parties”), from and against any Environmental Claims
arising out of the Environmental Baseline (including the Pipeline Leak as defined below) or arising from the ownership or operations
of the Terminal Facility on or prior to the Closing Date (“Pre-Closing Environmental Liabilities”). In
addition, the indemnity set forth in this Section 2(a) shall also be deemed to run to any subsequent owner or operator of all or
any part of the Terminal Facility; provided that the Partnership causes such subsequent owners and occupiers of the Terminal Facility
to agree to and assume in writing all of the Partnership’s covenants and obligations under this Addendum.


 


b.           February
2013 Pipeline Leak. On or about February 21, 2013 approximately 250 gallons of gasoline was released from an underground pipeline
located at the Terminal Facility (the “Pipeline Leak”). The release was caused by a failed weld at one
of the pipe’s joints. Apex sent required notification to the Governmental Authorities. Apex replaced the pipe and removed
and properly disposed of approximately 110 tons of contaminated soil from around and beneath the pipe as detailed in that certain
Initial Assessment Report dated April 2013. In July 2013, Apex submitted a Comprehensive Site Assessment Report documenting the
soil and groundwater sampling associated with the Pipeline Leak. In September 2014, Apex submitted a proposed Corrective Action
Plan; in December 2014, Apex submitted a revised Corrective Action Plan (collectively, the “Corrective Action Plan”).
The Corrective Action Plan outlines the proposed work to be conducted by Apex to remediate soil and groundwater at the Terminal
Facility. Apex and/or PF&T shall conduct any further environmental investigation and conduct remediation and/or any other activity
required by Environmental Law to fully resolve the environmental impact of the Pipeline Leak.


 


c.           Expiration.
Apex and PF&T’s indemnity obligations under this Addendum shall terminate on the fifth calendar year anniversary of the
Closing Date; provided, however, that any such indemnification obligation with respect to a Pre-Closing Environmental Liability
shall survive the time at which it would otherwise expire pursuant to this Section 2(c) if notice of such Pre-Closing Environmental
Liability is properly given by the Party seeking indemnification to the Party from which indemnification is sought prior to such
time. 


 


3.          The
Partnership’s Indemnity. From the Closing Date, the Partnership and Center Point, jointly and severally, shall indemnify,
defend and hold harmless Apex, its Subsidiaries (including PF&T) and their respective officers, directors, employees, consultants
and agents (the “Apex Protected Parties”), from and against any Environmental Claims arising from the
ownership or operations of the Terminal Facility after the Closing Date (“Post Closing Environmental Liabilities”).


 




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4.          Indemnification
Procedure.


 


a.           Notice
and Tender of Indemnity Obligations. Section 8.3 of the Agreement shall govern the procedures for implementing the indemnification
provisions hereof. The release was caused by a failed weld at one of the pipe’s joints; the pipe has been replaced.


 


b.           Apex’s
Option to Remediate. Apex and/or PF&T, in their sole discretion, may choose to control, perform, or cause to be performed
any environmental investigation, remediation and any other activity arising out of or responsive to their indemnity obligations
under this Addendum, whether or not notices are tendered pursuant to Section 8.3 of the Agreement including, without limitation,
the conduct of soil borings, installation of monitoring wells, soil and groundwater testing, site inspections, engineering studies
or surveys, communications with Governmental Authorities and installation and operation of remediation equipment as necessary (“Apex’s
Environmental Remediation”). Apex and PF&T agree to indemnify and hold harmless the World Point
Protected Parties from and against any and all claims for personal injury or property damage arising out of Apex’s Environmental
Remediation except to the extent that a World Point Protected Party’s negligence or other wrongful conduct may contribute
to such personal injury or property damage. The indemnification obligation shall not include direct or indirect economic loss attributable
to business interruptions resulting from performance of Apex’s Environmental Remediation provided that Apex and/or PF&T
uses commercially reasonable efforts to minimize interference with Center Point’s operations of the Terminal Facility on
or after the Closing Date. In accordance with applicable laws and regulations, Apex and PF&T shall be solely responsible for
the proper disposal of any wastes generated by Apex’s Environmental Remediation, and Apex shall be identified as the generator
of such wastes on manifests or other documents related thereto.


 


c.           Transfer
of Pre-Closing Environmental Liabilities.         At such time as Apex
and PF&T have satisfied the indemnity obligations under this Addendum, and to the extent there is at such time any regulatory
oversight requirements currently in force, the Parties will cooperate to jointly seek an acknowledgment from the applicable Governmental
Authority that the Partnership (or its designee) has assumed the obligations of such continued oversight requirements.


 


d.           Grant
of License. Center Point grants a nonexclusive, irrevocable license to Apex and PF&T, and their respective employees, agents,
servants, contractors and subcontractors to enter the Terminal Facility to perform Apex’s Environmental Remediation or otherwise
to observe and monitor the performance of any activities arising out of, responsive to, or otherwise affecting the indemnity obligations
under this Addendum.         


 




    	18



    	 



    

  


e.           Mutual
Cooperation. Center Point understands activities associated with Apex’s Environmental Remediation may disturb or interfere
with ingress to, egress from and use or operation of the Terminal Facility. Center Point agrees to accommodate Apex’s Environmental
Remediation activity and not to restrict reasonable access to the Terminal Facility or unreasonably interfere with performance
of Apex’s Environmental Remediation. Center Point agrees to cooperate with Apex and PF&T to obtain any and all permits
and licenses that may be reasonably required for Apex’s Environmental Remediation and to execute any additional documents
including, without limitation, permit applications, which may reasonably be required to complete Apex’s Environmental Remediation
and effectuate the purposes of this Addendum. Apex and PF&T agree to conduct any Apex Environmental Remediation in such a manner
so as to minimize any inconvenience to or interruption of Center Point’s conduct of business at the Terminal Facility including
any of Center Point’s construction or development activities reasonably communicated prior to initiation of such development
activities. Apex and/or PF&T shall regularly report to Center Point the status of any Apex Environmental Remediation. Upon
Center Point’s written request, Apex and/or PF&T shall provide Center Point with copies of reports, final sampling data,
or other materials related to Apex’s Environmental Remediation submitted to a Governmental Authority.


 


f.            Subsequent
Owners. The Parties understand and agree that this Addendum shall not be recorded in the real property records of Guilford
County, North Carolina. If Center Point sells, transfers, conveys, or leases the Terminal Facility to any Person, Center Point
shall disclose the right of reasonable access set out in this section to such purchaser, transferee or lessee and obtain or reserve
the same right of access to the Terminal Facility from such purchaser, transferee or lessee to Apex and PF&T’s benefit.


 


g.           Limitations
Regarding Indemnification.


 


(i)          With
respect to Environmental Claims that arise out of an event, condition or matter that is first discovered after the Closing Date,
no Party shall be obligated to indemnify, defend and hold harmless the other until such time as the total aggregate amount of such
Environmental Claim incurred by the Indemnified Party exceeds $100,000 (the “Environmental Deductible”),
at which time the Indemnifying Party shall be obligated to indemnify the Indemnified Party for the excess of such Environmental
Claim over the Environmental Deductible.


 


(ii)   For the avoidance of doubt, there is
no deductible with respect to the indemnification owed by any Indemnifying Party other than that described in Section 4(g)(i) and
no monetary cap on the amount of the indemnity coverage provided by any Indemnifying Party.


 


(iii)   NOTWITHSTANDING ANYTHING HEREIN TO
THE CONTRARY, IN NO EVENT SHALL ANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT,
INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S
RESPECTIVE INVESTMENT) SUFFERED BY ANY OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS ADDENDUM EXCEPT TO THE EXTENT RECOVERED
IN A CLAIM BY A THIRD PARTY.


 


5.          Assignment.
The rights, interest and obligations of this Addendum may not be assigned by any Party without the prior written agreement of all
Parties to this Addendum.


 




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6.          Counterparts.
This Addendum may be executed in two or more counterparts, and it shall not be necessary that the signatures of all Parties hereto
be contained on any one counterpart hereof; each counterpart shall be deemed an original, and all such counterparts shall constitute
one and the same instrument.


 


7.          Governing
Law and Jurisdiction. ANY QUESTIONS CONCERNING THE INTERPRETATION AND ENFORCEMENT OF THIS ADDENDUM SHALL BE GOVERNED BY THE
LAW OF THE STATE OF MISSOURI WITHOUT THE APPLICATION OF ITS CHOICE OF LAW RULES. EACH PARTY GENERALLY AND UNCONDITIONALLY AND IRREVOCABLY,
ON BEHALF OF ITSELF AND ITS SUBSIDIARIES, SUBMIT TO (1) THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
EASTERN DISTRICT OF MISSOURI OR (2) IF SUCH UNITED STATES DISTRICT COURT DECLINES TO EXERCISE OR DOES NOT HAVE JURISDICTION, THE
JURISDICTION OF THE CIRCUIT COURT OF ST. LOUIS COUNTY, MISSOURI. ALL PARTIES WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH COURTS AND JURISDICTIONS.
THE FOREGOING NOTWITHSTANDING, ANY QUESTION OR DISPUTE CONCERNING REAL OR PERSONAL PROPERTY RIGHTS SHALL BE DETERMINED IN ACCORDANCE
WITH THE LAWS OF THE LOCATION OF THE APPLICABLE REAL OR PERSONAL PROPERTY.


 


8.          Rights
and Remedies. The indemnification rights and remedies set forth in this Addendum shall, from and after the Closing, constitute
the sole and exclusive remedies of the Parties with respect to any Environmental Claim or alleged breach of representation or warranty
or non-performance, partial or total, of any covenant in the Agreement pertaining to the environmental condition of the Terminal
Assets; provided, however, that nothing in this Section 8 shall prevent any Party from seeking injunctive or equitable relief in
pursuit of its indemnification claims under this Addendum.


 


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


 


PETROLEUM FUEL & TERMINAL COMPANY


 


	By:	 	 
	Name:	 
	Title:	 


 




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WORLD POINT TERMINALS, LP


By: WPT GP, LLC, its general partner


 


	By:	 	 
	Name:	 
	Title:	 


 


CENTER POINT TERMINAL COMPANY, LLC


 


	By:	 	 
	Name:	 
	Title:	 


 


APEX OIL COMPANY, INC.


 


	By:	 	 
	Name:	 
	Title:	 


 




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EXHIBIT A


ENVIRONMENTAL MATTERS


 


		1.	North Carolina Department of Environmental and Natural
Resources (NCDENR) Incident #95246:






 


A. 24-Hour Notification of Discharge Form submitted
to DCDENR on 2/21/2013;


B. Initial Assessment Report submitted to DCDENR on
4/30/2013;


C. Comprehensive Assessment Report submitted to NCDENR
on 6/30/2014;


D. Corrective Action Plan (CAP) submitted to NCDENR
dated 9/11/2014; and


E. Amended CAP submitted to
Guilford County Department of Public Health dated 12/2/2014.


 


		2.	All matters disclosed in that certain Phase I Environmental Site Assessment prepared by Gannett Fleming dated November 2014,
and all appendices attached thereto including that certain Phase I Environmental Site Assessment prepared by Shifrin & Associates,
Inc. dated December 2013.



 


		3.	All matters disclosed in that certain Phase I Environmental Site Assessment prepared by URS Corporation dated November 2007,
and updated October 2008.



 




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SCHEDULE 2.6


AMENDMENT TO TERMINALING SERVICES AGREEMENT


(___________, ___)


 


This Amendment is made effective the __
day of ___________, ____ between Center Point Terminal Company, LLC, a Delaware limited liability company (“Terminal”)
and Apex Oil Company, Inc., a Missouri corporation (“Customer”).


 


RECITALS


 


A.           Terminal
and Customer are party to that certain Terminaling Services Agreement dated August 14, 2013, as amended (the “Agreement”),
which Agreement provides for the storage and handling of various petroleum products as specified therein at the Terminal Facilities.


 


B.           Terminal
and Customer desire to amend the Agreement pursuant to the terms and conditions contained herein.


 


AGREEMENT


 


In consideration of the foregoing, the mutual
covenants herein contained and other good and valuable consideration (the receipt, adequacy and sufficiency of which are hereby
acknowledged by the parties by their execution hereof), the parties agree as follows:


 


1.          Definitions.
All capitalized terms not otherwise expressly defined herein shall have the respective meanings given thereto in the Agreement.


 


2.          Amendments.


 


2.1.          Terminal
Facility. Terminal agrees, pursuant to the terms and provisions of the Agreement, to reserve at its newly acquired terminaling
facility located at 6900 West Market Street, Greensboro, North Carolina (the “Greensboro Facility”) commingled,
non-dedicated storage for Customer’s Products in one or more tanks having gross shell capacity of 664,107 barrels and the
Greensboro Facility will be deemed a “Terminal Facility” for purposes of the Agreement..


 


2.2.          Term.
The initial term with respect to the Greensboro Facility shall commence on __________ and continue for a period of three (3) years
(the “Initial Term”). The agreement for storage at the Greensboro Facility shall automatically renew for successive
one year terms after the end of the Initial Term (each such renewal term, the “Renewal Term” and, collectively, the
“Renewal Terms”) unless either party notifies the other party in writing at least one hundred twenty (120) days prior
to expiration of the Initial Term or the then current Renewal Term for the Greensboro Facility, as applicable, of its intent to
cancel this agreement, in which event this agreement will terminate with respect to the Greensboro Facility at the end of such
Initial Term or such Renewal Term, as applicable.


 




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2.3.          Charges.
Customer agrees to pay the per barrel storage rate listed on Schedule B for the Greensboro Facility (the “Storage Rates”)
on a monthly basis for the product volumes listed on Schedule B (the “Stipulated Volumes”) and Customer further agrees
to pay any applicable Excess Storage Fees and Ancillary and Additive Services Fees as provided in the Agreement.


 


2.4.          Schedules.
Schedules A, B and C of the Agreement shall be amended to reflect the foregoing and the addition of the Greensboro Facility.


 


3.          No
Other Modifications. Nothing contained herein in any way impairs the Agreement or alters, waives, annuls, varies or affects
any provision, condition or covenant therein, except as specifically set forth in this Amendment to the Agreement. All other terms
and provisions of the Agreement remain in full force and effect.


 


IN WITNESS WHEREOF, the parties hereto have
duly executed this Agreement as of the date first written above.


 


	 	CENTER POINT TERMINAL COMPANY, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	APEX OIL COMPANY, INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




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SCHEDULE 3.4


 


World Point Disclosure Schedules –
No Conflict; Required Filings and Consents


 




    	25



    	 



    

  


SCHEDULE 4.3


No Conflict; Required Filings and
Consents


 


Required consent of Lenders pursuant to Section 8.6(k) of the:


 


Second Amended and Restated Term Loan Agreement among Apex Holding
Co., as Holding, Apex Oil Company, Inc., as Borrower, the Several Lenders from Time to Time Parties Hereto, and BNP Paribas, as
Lead Arranger, Administrative Agent and Collateral Agent dated as of December 24, 2013; and


 


Fourth Amended and Restated Uncommitted Credit Agreement among
Apex Holding Co. as Holding, Apex Oil Company, Inc., Clark Oil Trading Company and Enjet, LLC, as Borrowers, The Several Lenders
from Time to Time Parties Hereto, and BNP Paribas, as Lead Arranger, Administrative Agent, Collateral Agent, Daylight Overdraft
Lender, Swing Line Lender, Over-Line Lender and Issuing Lender dated as of December 24, 2013, of which consents have already been
obtained.


 




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SCHEDULE 4.5


LICENSES, PERMITS


 


None.


 




    	27



    	 



    

  


SCHEDULE 4.6


LITIGATION, LAWS AND REGULATIONS


 


Apex Oil Company, Inc. was served on 3/1/2013 with Notice of
Regulatory Requirements from  


North Carolina Department of Environmental and Natural Resources
(NCDENR) regarding Incident #95246. Notice resulted from a February 21, 2013 incident in which approximately 250 gallons of gasoline
were released from an underground pipe that is used to transfer gasoline from the Colonial Pipeline to the terminal facility. The
cause of the release was a failed weld at a pipe joint. Compliance is ongoing in this matter and proceedings are pending.


 




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SCHEDULE 4.9


ENVIRONMENTAL MATTERS


 


		1.	North Carolina Department of Environmental and Natural
Resources (NCDENR) Incident #95246:



 


A. 24-Hour Notification of Discharge Form submitted
to DCDENR on 2/21/2013;


B. Initial Assessment Report submitted to DCDENR on
4/30/2013;


C. Comprehensive Assessment Report submitted to NCDENR
on 6/30/2014;


D. Corrective Action Plan (CAP) submitted to NCDENR
dated 9/11/2014; and


E. Amended CAP submitted to Guilford
County Department of Public Health dated 12/2/2014.


 


		2.	All matters disclosed in that certain Phase I Environmental Site Assessment prepared by Gannett Fleming dated November 2014,
and all appendices attached thereto including that certain Phase I Environmental Site Assessment prepared by Shifrin & Associates,
Inc. dated December 2013.



 


		3.	All matters disclosed in that certain Phase I Environmental Site Assessment prepared by URS Corporation dated November 2007,
and updated October 2008.



 




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