November 21, 2023
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(i) of this paragraph, if applicable) for the time period in which such idling occurs and each subsequent time period through the Maturity Date in which such idling continues shall immediately be reduced by $19,400 per month (pro-rated for any partial month). For the avoidance of doubt, any reduction in the maximum Corporate G&A Expenses pursuant to clause (iii) of this paragraph upon idling of the Stroud Terminal shall not apply to any period following the sale of the Stroud Terminal.
3. Approved G&A Expenses. The Parties agree that Approved G&A Expenses means all non-employee related general and administrative expenses (excluding Administrative G&A Expenses, Corporate G&A Expenses, Public Company Costs, and Facilities Operations Expenses) incurred or reimbursable by USDG on behalf of the Loan Parties and reimbursable to USDG pursuant to the Omnibus Agreement (including, but not limited to, under Sections 3.2 and 3.3 therein), the payment of which is to be approved by the CRO. For the avoidance of doubt, Approved G&A Expenses will not include any employee-related expenses including, but not limited to, salaries, benefits and bonuses.
4. Facilities Operations Expenses. The Parties agree that Facilities Operations Expenses means the salaries, benefits and related expenses of the terminal managers and assistant terminal managers of the Terminals incurred by USDG and reimbursable to USDG pursuant to the Omnibus Agreement (including, but not limited to, under Sections 3.2 and 3.3 therein), the payment of which is to be approved by the CRO.
5. Public Company Costs. The Parties agree that Public Company Costs means the costs and expenses directly related to the Partnership’s status as a company with common equity registered under Section 12 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, or related to the Partnership’s status as a company with common equity trading in an over-the-counter market, which shall be limited to costs, fees and expenses directly associated with annual, quarterly and current reporting as required by the U.S. Securities and Exchange Commission, Schedule K-1 preparation and distribution to its unitholders, distributions in connection with Canadian tax returns and transfer pricing, compliance with applicable provisions of the Sarbanes-Oxley Act of 2002, compliance with applicable rules and standards of a national stock exchange on which its common equity is traded, independent auditor fees, legal fees, investor relations expenses, registrar and transfer agent fees, independent director fees, and director and officer insurance expenses, the payment of which is to be approved by the CRO. For the avoidance of doubt, fees and expenses related to the CRO’s new or continuing service on the board of directors of the General Partner (the “Board”), including costs associated with the CRO’s service on the conflicts committee of the Board or any impact on insurance or other costs (collectively, “CRO Expenses”), will not be considered a Public Company Cost hereunder.
6. CRO. The Parties agree that as part of the Credit Agreement, the CRO has certain rights, powers and authorities to act on behalf of the Loan Parties and final approval and final disapproval decisions with respect to the Loan Parties’ proposed and/or actual budgets and disbursements for expenses incurred after the Amendment No. 5 Effective Date (including but not limited to Approved G&A Expenses, Corporate G&A Expenses, Administrative G&A Expenses, Facilities Operation Expenses and Public Company Costs) as more particularly described in the Credit Agreement, including but not limited to Section 11.27 thereof. The Parties further agree that USD, the General Partner and the Operating Partner will not pursue or hold the Partnership accountable for any obligations related to any amounts the CRO reasonably deems should not be paid pursuant to their aforementioned rights under the Credit Agreement
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