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(a)-(j) On August 29, 2017, the Issuer, the General Partner, the Reporting Persons,
Zenith Energy U.S., L.P., a Delaware limited partnership (Parent), Zenith Energy U.S. GP, LLC, a Delaware limited liability company and the general partner of Parent (Parent GP), Zenith Energy U.S. Logistics
Holdings, LLC, a Delaware limited liability company and a subsidiary of Parent (Holdings), and Zenith Energy U.S. Logistics, LLC, a Delaware limited liability company and a subsidiary of Holdings (Merger Sub
and, together with Parent, Parent GP and Holdings, the Parent Entities), entered into a Purchase Agreement and Plan of Merger (Merger Agreement) pursuant to which Merger Sub will, upon the terms and subject to
the conditions thereof, merge with and into the Issuer (the Merger), with the Issuer surviving the Merger as a subsidiary of Parent, and LCP GP will transfer to Holdings 100% of the issued and outstanding membership interests in
the General Partner, including all rights and obligations relating thereto and all economic and capital interest therein (the GP Equity Transfer).
Upon the Merger and GP Equity Transfer becoming effective (the Effective Time), (a) each Common Unit issued and
outstanding immediately prior to the Effective Time (other than those Common Units owned by the Reporting Persons (the Sponsor Units)) will be converted into the right to receive an amount in cash equal to $16.50 per Common Unit,
no longer be outstanding, automatically be cancelled and cease to exist, (b) each Sponsor Unit issued and outstanding immediately prior to the Effective Time will be converted into the right to receive an amount in cash equal to $14.50 per
Common Unit, no longer be outstanding, automatically be cancelled and cease to exist, in each case, upon the terms and subject to the conditions set forth in the Merger Agreement and (c) Holdings will (or Parent will on Holdings behalf)
pay to LCP GP $94,500,000 in cash in exchange for 100% of the membership interests in the General Partner acquired by Holdings in connection with the GP Equity Transfer.
The consummation of the Merger and the GP Equity Transfer is subject to the satisfaction or waiver of a number of conditions, including, among
others, approval by the holders of a majority of the outstanding Common Units, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and Parents receipt of the written resignation of
each member of the board of directors of the General Partner and each officer of the General Partner, to be effective as of the Effective Time. Additionally, the consummation of the Merger and the GP Equity Transfer are subject to (i) the
closing of the purchase by Holdings and the Reporting Persons from EFS Midstream Holdings LLC of certain of the interests in Arc Terminals Joliet Holdings LLC, which indirectly owns among other things a crude oil unloading facility and a 4-mile
crude oil pipeline in Joliet, Illinois, and (ii) the closing of the purchase by Holdings of a 5.5% interest (and, subject to certain conditions, an additional 4.2% interest) in Gulf LNG Holdings Group, LLC, which owns a liquefied natural gas
regasification and storage facility in Pascagoula, Mississippi, from the LCP LP.
On August 29, 2017, the Reporting Persons entered
into a support agreement (the Lightfoot Support Agreement) with the Parent Entities. Under the Lightfoot Support Agreement, the Lightfoot Entities agree to vote the Sponsor Units for approval of the Merger Agreement and any
related proposal necessary or desirable for the consummation of the transactions and against any alternative proposal, including any superior proposal. The Lightfoot Support Agreement terminates on the earlier to occur of (i) mutual agreement
of the parties thereto and (ii) termination of the Merger Agreement in accordance with its terms.
The Merger is targeted to close at
the end of the fourth quarter of 2017 or early in the first quarter of 2018, and is subject to the General Partners and Parent GPs right to terminate the Merger Agreement if the Merger has not been consummated on or before
February 7, 2018, subject to extension at Parent GPs election to March 1, 2018, in certain circumstances as specified in the Merger Agreement (the Outside Date).
From the date of the Merger Agreement until the Effective Time, the Issuer plans to declare and pay quarterly distributions in the ordinary
course of business and consistent with past practices. Assuming that the Merger has not closed by January 26, 2018, the Issuer expects that it would declare a distribution associated with the fourth quarter of 2017 on or about January 26,
2018, to be paid on or about February 15, 2018 to holders of record on February 8, 2018. If, as anticipated, the Merger closes prior to the record date for the distribution associated with the fourth quarter of 2017, then none of the
holders as of immediately prior to the closing of the Merger will receive any distribution associated with the fourth quarter of 2017. If, alternatively, the Merger does not close by the record date for the distribution associated with the fourth
quarter of 2017, then the Issuer will pay the fourth quarter distribution to holders of record as of the record date, irrespective of whether the Merger closes thereafter or whether either party terminates the Merger Agreement after the Outside
Date.
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