TERMINAL OPERATING AGREEMENT

Exhibit 10.6

TERMINAL OPERATING AGREEMENT

This TERMINAL OPERATING AGREEMENT (“Operating Agreement”), dated as of                      , 2011, is by and between SPRAGUE MASSACHUSETTS PROPERTIES LLC (“SPRAGUE MASSACHUSETTS”), a Delaware corporation, having its principal place of business at 2 international Drive, Suite 200, Portsmouth, New Hampshire 03801, as (“Terminal Owner”) , and SPRAGUE OPERATING RESOURCES LLC (“SPRAGUE OPERATING RESOURCES”), a Delaware limited liability company, having its principal place of business at 2 International Drive, Suite 200, Portsmouth, New Hampshire, 03801 (“Terminal Operator”).

WITNESSETH:

WHEREAS Terminal Owner owns a certain oil terminal located at Cannon Street in New Bedford, mailing address 30 Pine Street, New Bedford, Massachusetts, 02740, which is more fully described below (the “Oil Terminal”); and

WHEREAS Terminal Owner desires to enter into this Operating Agreement covering the Oil Terminal with Terminal Operator and Terminal Operator desires to operate and maintain said Oil Terminal.

NOW, THEREFORE, in consideration of the mutual promises herein contained, Terminal Owner and Terminal Operator, agree as follows:

1.      DEFINITIONS.

Each term or expression set forth below in this Section 1 has the meaning stated immediately after it.

Authorizations. All franchises, licenses, permits and other governmental consents issued by Governmental Authorities pursuant to Legal Requirements which are or may be required for the ownership, use and occupancy of the Oil Terminal and for the operation, maintenance, repair and reconstruction of facilities thereon, including, without limitation, the purchase, sale, transportation, storage, loading and off-loading of Oil.

Governmental Authority. The United States of America, the Commonwealth of Massachusetts, the City of New Bedford, Massachusetts, and any political subdivision thereof and any agency, department, commission, court, board, bureau or instrumentality of any of them.

Insurance Requirements. All terms of any policy of insurance maintained by SPRAGUE OPERATING RESOURCES and applicable to the Oil Terminal and any building, structure or

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improvement thereon and all requirements of the issuer of any such policy and all orders, rules, regulations and other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) applicable to or affecting any condition, operation, use of occupancy of the Oil Terminal (including, without limitation, the purchase, sale, transportation, storage, loading and off-loading of Oil) and any building, structure or improvement thereon, or any part or parts of either.

Legal Requirements. All statutes, codes, ordinances (and all rules and regulations thereunder), all executive orders and other administrative orders, judgments, decrees, injunctions and other Judicial orders of or by any Governmental Authority which may at any time be applicable to parts or appurtenances of the Oil Terminal or to any condition or use thereof including, without limitation, the purchase, sale, transportation, storage, loading and off-loading of Oil, and the provisions of all Authorizations.

Oil Terminal. The premises described in Exhibit A hereto, as well as all property, facilities and activities associated with the receipt, storage, processing, transfer and dispensing of petroleum products (hereinafter, “Oil”) by SPRAGUE OPERATING RESOURCES.

Taxes. All taxes, including but not limited to real estate and personal property taxes, petroleum storage license fees, and registration fees, special and general assessments, water rents, rates and charges, sewer rents, and other impositions imposed by any Governmental Authority and charges of every kind and nature whatsoever, extraordinary as well as ordinary and each and every installment thereof which shall during and with respect to the period of the term of this Operating Agreement be charged, levied, laid, assessed, imposed, become due and payable or become liens upon or for or with respect to the Oil Terminal or any part thereof, appurtenances or equipment owned by SPRAGUE OPERATING RESOURCES thereon or therein or any part thereof or on this Operating Agreement, together with all interest and penalties thereon under or by virtue of all present or future Legal Requirements and any sales tax, gross receipt tax or tax of a similar nature based on a percentage fraction or capitalized value of the Operating Fees, as said Operating Fees is defined in Section 4 hereunder. Provided, however, Taxes shall not be construed to include inheritance, estate, excise, succession, transfer, gift, franchise, income, gross receipt, or profit taxes that are or may be imposed upon SPRAGUE MASSACHUSETTS, its successors or assigns.

2.      OPERATING AGREEMENT OF OIL TERMINAL AND RECITATION OF GENERAL CONTRACT FRAMEWORK.

2.1      Operating Agreement of Oil Terminal and Term.

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2.2      Consideration. SPRAGUE OPERATING RESOURCES shall compensate SPRAGUE MASSACHUSETTS for the use and benefit of this Operating Agreement by (i) performing the operation and maintenance obligations described herein; and (ii) paying all Operating Fees due pursuant to Article 4 hereof.

2.3      Extension of Term. Provided SPRAGUE OPERATING RESOURCES is not in default of any of its duties or obligations under this Operating Agreement, SPRAGUE OPERATING RESOURCES shall have the right to extend the Term of this Operating Agreement for an additional five (5) year period following the expiration of the Initial Term hereof (such additional period, the “Extension Term”, and, together with the Initial Term, the “Term”). The terms and conditions of this Operating Agreement shall govern the rights and obligations of the parties during such Extension Term.

3.      COST DEFINITION AND DETERMINATION.

Costs shall be determined in accordance with generally accepted accounting principles, consistently applied, and shall include operating and maintenance costs (“O & M Costs”). O & M Costs will normally be incurred by SPRAGUE OPERATING RESOURCES, but may also include O & M Costs incurred by SPRAGUE MASSACHUSETTS to the extent that SPRAGUE OPERATING RESOURCES requests assistance by SPRAGUE MASSACHUSETTS or to the extent that SPRAGUE MASSACHUSETTS undertakes to perform operation and maintenance not being satisfactorily undertaken by SPRAGUE OPERATING RESOURCES. SPRAGUE MASSACHUSETTS shall give SPRAGUE OPERATING RESOURCES notice of the unsatisfactory nature of SPRAGUE OPERATING RESOURCES’s operation and maintenance activity and a reasonable opportunity to cure same. SPRAGUE OPERATING RESOURCES will provide SPRAGUE MASSACHUSETTS with a Monthly Throughput Report. “Throughput” shall mean the total volume of Oil sold or otherwise dispensed from of the Oil Terminal.

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4.      OPERATING FEES.

SPRAGUE OPERATING RESOURCES shall satisfy its obligation to pay Operating Fees to SPRAGUE MASSACHUSETTS (i) by paying to SPRAGUE MASSACHUSETTS the sum of $15,200.00 per month (subject to adjustment as provided below) (the “Operating Fees”); (ii) by being responsible for ordinary maintenance and repairs to the Oil Terminal; and, (iii) by paying to SPRAGUE MASSACHUSETTS the amount of real estate taxes levied against the Oil Terminal. The Operating Fees specified in item (i) above shall be subject to adjustment as follows: Commencing on July 1, 2013, and thereafter on July 1 of each year during the Term of this Operating Agreement, the aforementioned sum shall be increased in accordance with the percentage increase of the Consumer Price Index, All Urban Consumers (CPI-U) Region I, Boston Index, for the previous year (July 1, 2012-June 30). Provided, however, to the extent such increase in any one year (as calculated as described in the immediately preceding sentence) exceeds 6%, SPRAGUE OPERATING RESOURCES shall have the right, but not the obligation, to request renegotiation of this Operating Agreement. In the event such renegotiation fails to result in the establishment of new terms acceptable to SPRAGUE OPERATING RESOURCES, SPRAGUE OPERATING RESOURCES may terminate this Operating Agreement upon the provision of twelve (12) months advance written notice to SPRAGUE MASSACHUSETTS.

It is understood that this Operating Agreement is in the nature of a net Operating Agreement and that such Operating Fees is to be net to SPRAGUE MASSACHUSETTS and, accordingly, SPRAGUE OPERATING RESOURCES shall bear all costs relating to the Oil Terminal whether or not specified expressly herein, including, without by way of limitation, Taxes. In the event SPRAGUE OPERATING RESOURCES holds over following the expiration or termination of this Operating Agreement, SPRAGUE OPERATING RESOURCES shall be a tenant at sufferance subject to all the terms of this Operating Agreement. SPRAGUE OPERATING RESOURCES shall also pay all public, special or betterment assessments levied or assessed by any municipality or other governmental authority associated with the Oil Terminal during the Term.

5.      UTILITIES.

All utilities will be secured and paid for by SPRAGUE OPERATING RESOURCES for its own account.

6.      ALLOWED USES/ PROHIBITED CONDITIONS.

6.1      Allowed Use. Use of the Oil Terminal by SPRAGUE OPERATING RESOURCES shall be limited to SPRAGUE OPERATING RESOURCES receipt, storage, processing and dispensing of Oil only in direct relationship to SPRAGUE OPERATING RESOURCES own oil distribution business. Any other use, without first obtaining SPRAGUE MASSACHUSETTS written consent, is prohibited. SPRAGUE OPERATING RESOURCES use of the Oil Terminal will be in accordance with sound petroleum industry standards as in effect from time to time.

6.2      Prohibited Conditions. SPRAGUE OPERATING RESOURCES shall not commit any nuisance, nor permit the emission of any objectionable noise or odor, nor make or suffer any waste,

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nor make any use of the Oil Terminal which is contrary to any law or ordinance or which would cause the cancellation of SPRAGUE OPERATING RESOURCES or SPRAGUE MASSACHUSETTS insurance coverage. SPRAGUE OPERATING RESOURCES shall not use any portion of the Oil Terminal for the use, generation, treatment, storage or disposal of “oil” (except the product defined as “Oil” herein), “hazardous material”, “hazardous waste”, or “hazardous substances”, as the same are defined under state or federal law or regulation. SPRAGUE OPERATING RESOURCES shall not place any sign or advertisement at the Oil Terminal without first obtaining SPRAGUE MASSACHUSETTS written consent.

7.      MAINTENANCE AND REPAIRS.

SPRAGUE OPERATING RESOURCES accepts the Oil Terminal on an “as-is” basis. SPRAGUE OPERATING RESOURCES shall be responsible, at its own cost and expense, subject, however, to the receipt of proceeds referred to in Section 11 to the extent available, to keep and maintain the Oil Terminal in good operating condition and repair in accordance with sound petroleum industry standards and shall use all reasonable precaution to prevent waste, damage or injury.

8.      REQUIREMENTS OF PUBLIC AUTHORITY.

8.1.      Legal Requirements. SPRAGUE OPERATING RESOURCES routinely shall review, be alert to and promptly observe and comply with all applicable Legal Requirements of any Governmental Authority affecting use of the Oil Terminal at its own cost and expense including without limitation thereto all Legal Requirements in respect to environmental or water pollution control, testing and inspection of Oil Terminal facilities at required intervals, maintaining records and reporting the results of said tests and inspections to appropriate Governmental Authorities. SPRAGUE OPERATING RESOURCES shall keep the Oil Terminal equipped with all safety and preventive appliances required by said Legal Requirements or Insurance Requirements. SPRAGUE OPERATING RESOURCES shall pay all costs, expenses, liabilities, losses, damages, fines, penalties, claims and demands that may in any manner arise out of or be imposed because of the failure of SPRAGUE OPERATING RESOURCES to comply with the covenants of this Section 8. SPRAGUE MASSACHUSETTS, to the extent that it is required by law to do so, shall also comply with the covenants of this Section 8 relating to SPRAGUE MASSACHUSETTS property.

8.2      Contests. SPRAGUE OPERATING RESOURCES shall have the right to contest by appropriate legal proceedings diligently conducted in good faith, in the name of SPRAGUE OPERATING RESOURCES, or SPRAGUE MASSACHUSETTS (if legally required), or both (if legally required), without cost, expense, liability or damage to SPRAGUE MASSACHUSETTS, the validity or application of any Legal Requirement and, if by the terms of any such Legal Requirement, compliance therewith may be delayed pending the prosecution of any such proceedings without subjecting the Oil Terminal or any of SPRAGUE MASSACHUSETTS other property to any lien, sanction, or other encumbrance, SPRAGUE OPERATING RESOURCES may delay such compliance therewith until the final determination of such proceedings.

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8.3      Terminal Owner’s Assistance. SPRAGUE MASSACHUSETTS shall execute and deliver any appropriate papers or other instruments which may be necessary .or proper to permit SPRAGUE OPERATING RESOURCES to so contest the validity or application of any such Legal Requirement and to fully cooperate with SPRAGUE OPERATING RESOURCES in such contest.

8.4      Terminal Operator’s Default. If SPRAGUE OPERATING RESOURCES shall fail to comply as specified in the preceding subsection 8.1, SPRAGUE MASSACHUSETTS may take such action as may be required and SPRAGUE OPERATING RESOURCES shall reimburse SPRAGUE MASSACHUSETTS upon demand for the cost thereof.

8.5      Alterations and Additions. If compliance with all Legal Requirements, Insurance Requirements or industry standards as specified in subsection 8.1 requires substantial alterations, additions to, reconstruction or replacement of Oil Terminal facilities (“Alterations”), SPRAGUE OPERATING RESOURCES shall be responsible to recommend such Alterations to SPRAGUE MASSACHUSETTS; and such Alterations shall be made, at the direction of SPRAGUE MASSACHUSETTS, either by SPRAGUE MASSACHUSETTS or by SPRAGUE OPERATING RESOURCES. The costs arising under this subsection 8.5 in respect of Alterations shall be borne solely by SPRAGUE OPERATING RESOURCES.

9.      PERMITS.

SPRAGUE OPERATING RESOURCES shall be responsible for obtaining at its own expense any and all necessary Authorizations. The effectiveness of this Operating Agreement and the terms hereof shall be subject to the obtaining of all such Authorizations and to the regulation of all Governmental Authorities having Jurisdiction in the Oil Terminal.

10.      PAYMENT AND ACCOUNTING RECORDS.

10.1      Payment. SPRAGUE OPERATING RESOURCES shall pay SPRAGUE MASSACHUSETTS its Operating Fees upon receipt of invoice, but in no event later than 10 days from date of receipt by SPRAGUE OPERATING RESOURCES. SPRAGUE MASSACHUSETTS will likewise pay SPRAGUE OPERATING RESOURCES any other amount due under this Operating Agreement in no event later than ten (10) days from date of receipt by SPRAGUE OPERATING RESOURCES. Any amount not paid when due shall be subject to a late payment charge equivalent to one and one-half per cent (1.5%) per month accruing from the due date through the actual payment date.

10.2      Inspection and Financial Information. SPRAGUE MASSACHUSETTS may, at any time and at its own expense, examine the accounts and records kept by SPRAGUE OPERATING RESOURCES with respect to the Oil Terminal, either by SPRAGUE MASSACHUSETTS’s designated accounting personnel or by an independent certified public accountant, and SPRAGUE OPERATING RESOURCES shall make such accounts and records available at its offices at reasonable times for such purposes. SPRAGUE OPERATING RESOURCES shall provide SPRAGUE MASSACHUSETTS with a copy of its normal corporate certified annual report by its independent certified public accountant as soon as the

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same is available.

11.      INSURANCE.

11.1      Coverage. SPRAGUE OPERATING RESOURCES shall maintain, or cause to be maintained, at SPRAGUE OPERATING RESOURCES expense, for the entire term of this Operating Agreement, insurance from reputable insurance companies, general liability insurance coverage applicable to operations, maintenance, repair and improvement work attendant to the use of the Oil Terminal, as well as fire and casualty coverage for the Oil Terminal, and oil pollution and environmental impairment insurance coverage for all Oil Terminal activities, as specified in Exhibit B hereto; and SPRAGUE OPERATING RESOURCES shall furnish SPRAGUE MASSACHUSETTS satisfactory evidence of such coverage being provided by SPRAGUE OPERATING RESOURCES upon demand, prior to the time it is due and 30 days prior to the date when renewal of same is to be effective. All such insurance shall be executed under valid and enforceable policies issued by insurers rated at least B + VIII (or assigned a comparable rating by any successor company with similar standards) or appearing on the approved list of a reputable broker.

11.2      Insureds and Waiver of Rights. All insurance set forth in this Section 11 shall include SPRAGUE MASSACHUSETTS and SPRAGUE OPERATING RESOURCES as insureds and a waiver of insurer’s rights of subrogation against such insureds for loss or damage even though due to the negligence of said parties or any of them.

11.3      Settlement of Claims. SPRAGUE MASSACHUSETTS and SPRAGUE OPERATING RESOURCES agree to cooperate fully in the settlement of claims under insurance obtained by SPRAGUE OPERATING RESOURCES.

11.4      Contractor’s Insurance. SPRAGUE OPERATING RESOURCES shall ensure that all contractors performing work at the Oil Terminal possess commercial liability insurance, worker’s compensation insurance, motor vehicle insurance, and such other insurance in form and amount reasonably acceptable to SPRAGUE MASSACHUSETTS.

12.      MORTGAGEE’S RIGHTS.

This Operating Agreement shall be subject and subordinate at all times to any lien of mortgages that may hereafter be made a lien of the Oil Terminal by SPRAGUE MASSACHUSETTS; provided, however, that no such mortgage shall impair the use and operation of the Oil Terminal as contemplated hereby, as long as SPRAGUE OPERATING RESOURCES is not in default of the Operating Agreement. Although no instrument or act on the part of SPRAGUE OPERATING RESOURCES shall be necessary to effectuate such subordination, SPRAGUE OPERATING RESOURCES will execute and deliver, nevertheless, such further instrument or instruments, as may be requested from time to time by SPRAGUE MASSACHUSETTS at its own expense, as may be reasonably required by any mortgagee of the Oil Terminal.

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13.    LIENS.

13.1    Covenant Against Liens. SPRAGUE OPERATING RESOURCES shall not make, allow or suffer, nor shall any person acquire through SPRAGUE OPERATING RESOURCES, any lien, including liens of mechanics or material men for work done on behalf of SPRAGUE OPERATING RESOURCES on the Oil Terminal, mortgage or security interest in nor will SPRAGUE OPERATING RESOURCES sell, convey or assign any interest in the Oil Terminal or in any buildings or other structures, replacements, changes, additions or improvements thereto or in fixtures thereon. Notwithstanding such restriction, if because of any act or omission of SPRAGUE OPERATING RESOURCES, any mechanic’s lien or other lien, notice of contract, charge or order for payment of money shall be filed against any portion of the Oil Terminal, without the written consent of SPRAGUE MASSACHUSETTS, SPRAGUE OPERATING RESOURCES shall, at its own cost and expense, cause the same to be discharged of record within fourteen (14) days after notice of the filing thereof.

13.2    Right to Discharge. Without otherwise limiting any other remedy of SPRAGUE MASSACHUSETTS for default hereunder, if SPRAGUE OPERATING RESOURCES shall fail to cause such liens to be discharged or recorded within the aforesaid fourteen (14) day period or to satisfy such liens within fourteen (14) days after any Judgment in favor of such lien holders from which no further appeal might be taken, then SPRAGUE MASSACHUSETTS shall have the right to cause the same to be discharged. All amounts paid by SPRAGUE MASSACHUSETTS to cause such liens to be discharged shall constitute Additional Operating Fees.

14.    INFORMATION AND ACCESS.

SPRAGUE OPERATING RESOURCES will render periodic reports to and keep SPRAGUE MASSACHUSETTS fully informed in respect to the Oil Terminal including, without limitation, the level of performance, the general condition of maintenance and reliability, qualification and training of personnel, maintenance of safety and operating records, and plans for modification of facilities or procedures in connection therewith. SPRAGUE OPERATING RESOURCES shall promptly provide SPRAGUE MASSACHUSETTS upon request with any and all operating manuals, records, memoranda, reports, plans, designs and other documentation or information in respect to the Oil Terminal which SPRAGUE MASSACHUSETTS deems reasonably necessary. SPRAGUE OPERATING RESOURCES will notify SPRAGUE MASSACHUSETTS of any material problems or developments with respect to the operation and maintenance of the Oil Terminal. SPRAGUE MASSACHUSETTS or its agents and designees shall have the right, but not the obligation, to enter upon the Oil Terminal at all reasonable times and; in a reasonable manner during ordinary business hours to examine same, provided such access shall not unreasonably interfere with the efficient maintenance and operation of the Oil Terminal as contemplated hereby.

15.    INDEMNITY.

15.1    Terminal Operator’s Property. Any property of any kind owned by SPRAGUE OPERATING RESOURCES that may be on the premises of the Oil Terminal shall be at the sole risk of SPRAGUE OPERATING RESOURCES.

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15.2    Spillage. SPRAGUE OPERATING RESOURCES will defend, save SPRAGUE MASSACHUSETTS and SPRAGUE MASSACHUSETTS’s affiliate, SPRAGUE MASSACHUSETTS Gas Company (the “Indemnitees”), as owners of the Oil Terminal and the adjacent property, harmless and indemnified: from against all loss or damage caused by SPRAGUE OPERATING RESOURCES, its agents or contractors occasioned by (a) the use or misuse or abuse of water brought in through pipes or wells for use on the Oil Terminal or of the plumbing, heating or other apparatus, electric or other fixtures; (b) the bursting or leaking of any pipes; or (c) a nuisance, including oil leakage and spillage, made or suffered on the Oil Terminal or adjacent property of Indemnitees, or in the immediate vicinity of the foregoing, arising out of the operation of SPRAGUE OPERATING RESOURCES, except as may have been caused by the negligence of an Indemnitee, its agents and employees.

15.3    Terminal Operator Indemnity. SPRAGUE OPERATING RESOURCES shall indemnify, save harmless, and defend the Indemnitees from and against any and all liability, damage, penalties or judgments and from and against any claims, actions, proceedings and expenses and costs in connection therewith, including reasonable counsel fees, arising from any injury to person or property sustained by anyone in and about the Oil Terminal or the approaches appurtenant or adjacent thereto, or other appurtenances used in connection therewith, or associated with the operation of the Oil Terminal, resulting from any act or acts or omissions of SPRAGUE OPERATING RESOURCES, its officers, agents, servants, employees, contractors, lessees, customers, or invitees of any nature. SPRAGUE OPERATING RESOURCES shall, at its own cost and expense, defend any and all suits or actions (just or unjust) which may be brought against an Indemnitee or in which an Indemnitee may be impleaded with others arising from any such act or omission of SPRAGUE OPERATING RESOURCES, its officers, agents, servants, employees, contractors or invitees of any nature. The representations, covenants and warranties contained in this paragraph 15.3 shall survive the termination of this Operating Agreement.

15.4    Terminal Owner’s Indemnity. SPRAGUE MASSACHUSETTS shall indemnify, save harmless, and defend SPRAGUE OPERATING RESOURCES from and against any and all liability, damage, penalties or judgments and from and against any claims, actions, proceedings and expenses and costs in connection therewith, including reasonable counsel fees, arising from injury to person or property sustained by anyone in and about the Oil Terminal or the approaches appurtenant or adjacent thereto, or other appurtenances used in connection therewith, resulting from any act or acts or omissions of SPRAGUE MASSACHUSETTS, its officers, agents, servants, employees, contractors, or invitees of any nature. SPRAGUE MASSACHUSETTS shall, at its own cost and expense, defend any and all suits or actions (just or unjust) which may be brought against SPRAGUE OPERATING RESOURCES or in which SPRAGUE OPERATING RESOURCES may be impleaded with others upon any such act or omission of SPRAGUE MASSACHUSETTS, its officers, agents, servants, employees, contractors, or invitees of any nature. The representations, covenants and warranties contained in this paragraph 15.4 shall survive the termination of this Operating Agreement.

16.    ASSIGNMENT OR OTHER TRANSFER.

SPRAGUE OPERATING RESOURCES covenants that, during this Operating Agreement and for such further time as SPRAGUE OPERATING RESOURCES shall hold the Oil Terminal or

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any part thereof, SPRAGUE OPERATING RESOURCES will not assign or encumber this Operating Agreement nor sublet the whole or any part of the Oil Terminal without first obtaining on each occasion the written consent of SPRAGUE MASSACHUSETTS. SPRAGUE MASSACHUSETTS may assign the Operating Agreement or otherwise transfer its interest in the Oil Terminal with notice to SPRAGUE OPERATING RESOURCES.

17.    TAKINGS FOR PUBLIC USE.

If the Oil Terminal, or any substantial part thereof, shall be taken by eminent domain, in pais or otherwise, this Operating Agreement and the Term shall terminate, but if upon a taking this Operating Agreement does not terminate, SPRAGUE OPERATING RESOURCES shall assign to SPRAGUE MASSACHUSETTS any rights for compensation for SPRAGUE MASSACHUSETTS property, whether real or personal, so taken. If any such taking affects SPRAGUE OPERATING RESOURCES use, SPRAGUE OPERATING RESOURCES shall have the right to terminate and withdraw provided, however, that such taking is not de minimus or otherwise not substantial in either effect or size in SPRAGUE MASSACHUSETTS reasonable opinion.

18.    RIGHT OF ENTRY.

SPRAGUE MASSACHUSETTS may enter the Oil Terminal to view the same, and may remove any placards or signs not otherwise approved, and to make repairs, improvements, alterations or additions thereto pursuant to provisions of this Operating Agreement. Such entry shall not disrupt any legitimate ongoing use of the Terminal.

19.    TERMINATION FOR DEFAULT.

19.1    Defaults. The following shall, if any requirement for the giving of notice or lapse of time or both has not been met, constitute Defaults, and, if such conditions have been met, constitute Events of Default hereunder (notwithstanding any license or any former breach of covenant or waiver of the benefit hereof or consent in a former instance):

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19.2    Terminal Owner’s Remedies. If an Event of Default shall occur and be continuing, SPRAGUE MASSACHUSETTS may, at its option, give to SPRAGUE OPERATING RESOURCES a notice terminating this Operating Agreement upon a date specified in such notice, which date shall be not less than 3 days, not including any Saturday, Sunday or other day on which commercial establishments in New Bedford, Massachusetts are authorized or required by law or executive order to remain closed (“Business Days”), after the date of receipt by SPRAGUE OPERATING RESOURCES of such notice from SPRAGUE MASSACHUSETTS, and upon the date specified in said notice, the term and estate hereby vested in SPRAGUE OPERATING RESOURCES shall cease and any and all other right, title and interest of SPRAGUE OPERATING RESOURCES hereunder (other than SPRAGUE OPERATING RESOURCES rights pursuant to Section 15.4 hereof) shall likewise cease without further notice of lapse of time, as fully and with like effect as if the entire term of this Operating Agreement had elapsed, but SPRAGUE OPERATING RESOURCES shall continue to be liable to SPRAGUE MASSACHUSETTS as hereinafter provided.

19.3    Further Remedies. Upon any termination of this Operating Agreement pursuant to Section 19.2, or at any time thereafter, SPRAGUE MASSACHUSETTS may, in addition to and without prejudice to any other rights and remedies SPRAGUE MASSACHUSETTS shall have at law or in equity, lawfully enter into and upon the Oil Terminal, or any part thereof in the name of the whole, and repossess the same as of SPRAGUE MASSACHUSETTS former estate and expel SPRAGUE OPERATING RESOURCES and those claiming through or under SPRAGUE OPERATING RESOURCES and remove their effects (forcibly, if necessary) in the manner prescribed by the statute relating to summary proceedings, or similar statutes, without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of Operating Fees or proceeding breach of covenant, and upon entry as aforesaid this Operating Agreement shall terminate.

20.    INSOLVENCY.

20.1    Termination for Insolvency. In the event of any receivership, insolvency or bankruptcy proceedings instituted by or against SPRAGUE OPERATING RESOURCES under a bankruptcy, insolvency or other law relating to the relief of the adjustment of indebtedness, rehabilitation or reorganization of debtors or the making of an assignment for the benefit of creditors by SPRAGUE OPERATING RESOURCES or if a decree or order by a court having Jurisdiction in the premises shall be entered approving a petition seeking reorganization of SPRAGUE OPERATING RESOURCES under the Federal Bankruptcy Act or any similar statute applicable to SPRAGUE OPERATING RESOURCES or appointing a receiver or conservator or liquidator or trustee of SPRAGUE OPERATING RESOURCES or of substantially all of the property of SPRAGUE OPERATING RESOURCES (other than a receiver, conservator, liquidator or trustee appointed in a proceeding not based upon insolvency of SPRAGUE OPERATING RESOURCES or upon its inability to pay its debts as. they become due), or in the event any execution of attachment shall be issued against SPRAGUE OPERATING RESOURCES or all or substantially all of SPRAGUE OPERATING RESOURCES property whereby the Oil Terminal shall be taken or occupied or attempted to be taken or occupied by some person other than SPRAGUE OPERATING RESOURCES, except as may herein be permitted, and such execution, attachment or occupation shall not be removed within 30 days from the date it first occurs, then SPRAGUE OPERATING RESOURCES shall be deemed to be in breach of this Operating Agreement and this Operating Agreement shall immediately terminate and SPRAGUE MASSACHUSETTS reserves all remedies for breach of this

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Operating Agreement.

20.2    Bankruptcy Proceedings. In the event of involuntary bankruptcy or corporate reorganization proceedings against SPRAGUE OPERATING RESOURCES, SPRAGUE MASSACHUSETTS may terminate this Operating Agreement by written election to SPRAGUE OPERATING RESOURCES but not before the earlier of (a) 30 days after the service upon SPRAGUE OPERATING RESOURCES of the initial petition in connection with such proceedings, or (b) the adjudication of insolvency of SPRAGUE OPERATING RESOURCES, but said right to terminate shall not be exercised if such petition shall have been denied and such denial shall not have been reversed; provided, that if such petition or commencement is involuntarily made against SPRAGUE OPERATING RESOURCES and is dismissed within [60] days of the date of such filing of commencement such events shall not constitute an insolvency hereunder.

21.    DAMAGES ON DEFAULT.

21.1    Surrender. Upon expiration, forfeiture, surrender or termination of this Operating Agreement, SPRAGUE OPERATING RESOURCES shall peaceably surrender and deliver up the Oil Terminal together with all personal property attached thereto or customarily used in connection therewith, all as the absolute property of SPRAGUE MASSACHUSETTS, broom clean and in good condition and repair, reasonable wear and tear and casualties not required to be insured against excepted. In addition, upon said expiration, forfeiture, surrender or termination, SPRAGUE OPERATING RESOURCES agrees to waive and release any right or claim to the Oil Terminal or otherwise associated with this Operating Agreement, including, without limitation, any right or claim pursuant to Mass. Gen. Laws c 91 or the regulations promulgated thereunder relating to the displacement of “water dependent uses”. SPRAGUE OPERATING RESOURCES shall provide such documentation as SPRAGUE MASSACHUSETTS may request stating that such expiration, forfeiture, surrender or termination is in the context of a “voluntary arrangement” as that term is in 310 C.M.R. 9.36 (4)(b). Provided, however, the foregoing shall not be construed to affect any indemnity, right or claim of SPRAGUE OPERATING RESOURCES relating to personal injury or damage to property as provided in Article 15.4 hereof. It is agreed between SPRAGUE MASSACHUSETTS and SPRAGUE OPERATING RESOURCES that any and all structures, buildings, additions, improvements, equipment, apparatus, alterations and replacements constructed by or for SPRAGUE OPERATING RESOURCES on the Oil Terminal or placed thereon by or for SPRAGUE OPERATING RESOURCES including by way of illustration but without limitation thereto, the items hereinafter specified, as well as all items of the type specified, shall be deemed to be and shall be affixed to and be a part of the Oil Terminal, and shall not be removed therefrom except upon written order of SPRAGUE MASSACHUSETTS: oil storage tanks; fuel oil heaters; fuel oil pumps and drivers; oil piping, steam, water and other piping and valves; electrical conduits, wiring and motors; instruments and controls; buildings including all portions and the contents thereof; roadways; fencing; and (also including all appurtenances and all items attached to the foregoing). For the purposes of this Section 21, the term “Improvements” shall include all buildings, replacement, changes, additions, fixtures and improvements now existent or at any time constructed upon the Oil Terminal, including by way of illustration and not limitation, oil storage and pumping facilities and pipelines, with all equipment in or appurtenant thereto. Notwithstanding the foregoing, SPRAGUE OPERATING RESOURCES shall have the option of removing any equipment of their installation which will not impair SPRAGUE MASSACHUSETTS’s use of the Oil Terminal in a

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manner consistent with its original condition; to the extent SPRAGUE MASSACHUSETTS has an interest in purchasing any such equipment installed by SPRAGUE OPERATING RESOURCES, SPRAGUE OPERATING RESOURCES shall make a proposal for such purchase by SPRAGUE MASSACHUSETTS upon SPRAGUE MASSACHUSETTS’s request.

21.2    Terminal Owner’s Operation of Oil Terminal. In the event of any dispute between the parties as to the termination of this Operating Agreement or as to possession of or title to the Improvements, SPRAGUE MASSACHUSETTS shall, pending final determination of such dispute, have the right subject to subsection 18.3 to make entry on the Oil Terminal and use any and all facilities.

21.3    Right to Relet. At any time or from time to time after any such expiration or termination, SPRAGUE MASSACHUSETTS may contract for the use of the Oil Terminal, or any part thereof, in the name of SPRAGUE MASSACHUSETTS or otherwise, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the term of this Operating Agreement) and on such conditions (which may include concessions or free Operating Fees) as SPRAGUE MASSACHUSETTS, in its reasonable discretion, may determine and may collect and receive the Operating Fees therefor. SPRAGUE MASSACHUSETTS shall in no way be responsible or liable for any failure to contract for the use of the Oil Terminal or any part thereof, or for any failure to collect any Operating Fees due upon any such contracting, but agrees to use reasonable efforts to mitigate damages.

21.4    Survival of Covenants. No such expiration or termination of this Operating Agreement shall relieve SPRAGUE MASSACHUSETTS or SPRAGUE OPERATING RESOURCES of their respective liabilities and obligations under this Operating Agreement and such liability.

21.5    Right to Equitable Relief. In the event of any breach or threatened breach by a party of any of the covenants, agreements, terms or conditions contained in this Operating Agreement, the other party shall be entitled to enjoin such breach or threatened breach and shall have the right to invoke any right and remedy allowed at law or in equity or by statute or otherwise as though re-entry, summary proceedings, and other remedies were not provided for in this Operating Agreement.

22.    INVALID PROVISIONS.

If any term, covenant, condition or provision of this Operating Agreement or the application thereof to any person or circumstance shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Operating Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant, condition and provision of this Operating Agreement shall be valid and be enforced to the fullest extent permitted by law.

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23.    NO WAIVERS.

Failure of SPRAGUE MASSACHUSETTS to complain of any act or omission by SPRAGUE OPERATING RESOURCES, no matter how long the same may continue, shall not be deemed to be a waiver by SPRAGUE MASSACHUSETTS of any of its rights hereunder. No waiver by SPRAGUE MASSACHUSETTS at any time, expressed or implied, of any breach of any provision of this Operating Agreement shall be deemed a waiver of a breach of any other provision of this Operating Agreement or a consent to any subsequent breach of the same or any other provision. No acceptance by SPRAGUE MASSACHUSETTS or by SPRAGUE OPERATING RESOURCES of any partial payment shall constitute an accord or satisfaction but shall only be deemed a partial payment on account.

24.    NOTICES AND COMMUNICATIONS.

All notices, demands, requests and other communications provided for or permitted under this Operating Agreement shall be in writing and shall be delivered either in person, by prepaid telegram, or other telecommunication device, or by registered or certified mail, return receipt requested, to the following addresses:

Any notice provided herein shall become effective only upon and at the time of receipt by the person to whom it is given, unless such notice is mailed by first-class registered mail, in which case it shall be deemed to be received on (i) the third Business Day following the mailing thereof or (ii) the day of its receipt, if a Business Day, or if the day of its receipt is not a Business Day, the next succeeding Business Day, whichever of (i) or (ii) be the earlier.

22.    LIMITATION OF LIABILITY.

Neither SPRAGUE OPERATING RESOURCES nor SPRAGUE MASSACHUSETTS shall be liable to the other for any claim in the nature of incidental, consequential or special damages, or for lost profits or revenues, arising from a breach or alleged breach of this Agreement.

23.    APPLICABLE LAW.

This Operating Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

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24.    ENTIRE AGREEMENT.

This Operating Agreement constitutes the entire understanding between the parties relating to the subject matter hereof, and supersedes all prior written or oral communications, understandings and agreements. This Operating Agreement may be modified or amended only by a written agreements signed by the authorized representatives of the parties.

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

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EXHIBIT A

PLAN OF PREMISES

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EXHIBIT B

INSURANCE REQUIREMENTS

General and Excess Liability—SPRAGUE OPERATING RESOURCES must supply proof of coverage for bodily injury or property damage to third parties in the amount of $10,000,000. Coverage must be occurrence, or if claims- made, must include an extended discovery period of three years from the last day of the contract. Coverage may be purchased in layers as long as the combined single limit is $10,000,000. Coverage must include coverage for care, custody and control.

Workers Compensation—SPRAGUE OPERATING RESOURCES will provide proof of coverage for workers compensation coverage for 1) exposures in the Commonwealth of Massachusetts, 2) Longshoremen and Harbor Workers’ Act, and 3) Jones Act if applicable. Employers Liability in the amount of $1,000,000 shall be provided. All policies shall contain a waiver of subrogation in favor of the indemnitees.

Automobile Liability—SPRAGUE OPERATING RESOURCES shall provide automobile liability coverage in the amount of $1,000,000.

Property—SPRAGUE OPERATING RESOURCES shall provide proof of either an All Risk property insurance policy or a Named Perils policy and a Difference in Conditions policy covering the oil terminal property on a replacement cost basis. The policy(ies) shall contain a waiver of subrogation in favor of the indemnitees. Coverage shall include fire department charges and costs of fire suppression chemicals.

Difference in Conditions—SPRAGUE OPERATING RESOURCES shall obtain a limit of $25,000,000 and coverage shall include Wharfingers Liability, Charterer’s Liability, Terminal Owners Liability and Safe Berth exposure.

Oil Pollution Bond—SPRAGUE OPERATING RESOURCES shall post an oil pollution bond in the amount of $25,000 for the SPRAGUE MASSACHUSETTS of Massachusetts, Division of Water Pollution Control, per statutory requirements as in effect from time to time. SPRAGUE MASSACHUSETTS shall be listed as a principal on the bond along with SPRAGUE OPERATING RESOURCES. SPRAGUE OPERATING RESOURCES shall provide a certified copy of the bond to SPRAGUE MASSACHUSETTS.

Vessel Requirements—SPRAGUE OPERATING RESOURCES must obtain a certificate of insurance from each vessel that docks at the terminal. The certificate must be obtained prior to docking and must include coverage for Protection & Indemnity and specifically list the vessel.

Oil Pollution Coverage—SPRAGUE OPERATING RESOURCES shall maintain all coverage required pursuant to the Oil Pollution Act of 1990 and the regulations promulgated thereunder, as the same may be in effect from time to time. SPRAGUE OPERATING RESOURCES shall also insure that all vessels transporting Oil to the Oil Terminal maintain such coverage.