0001047469-15-003468 Sample Contracts

AMENDED AND RESTATED REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of October 7, 2014 among PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC, as Borrower, and THE OTHER LOAN PARTIES PARTY HERETO, as Loan Parties, THE LENDERS PARTY HERETO...
Assignment and Assumption • April 14th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • New York

This AMENDED AND RESTATED REVOLVING CREDIT AND GUARANTY AGREEMENT (this “Agreement”) dated as of October 7, 2014, among PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders party hereto from time to time, BANK OF AMERICA, N.A. (“BANA”), as sole lead arranger and sole bookrunner (in such capacities, the “Lead Arranger”), BANA, as swingline lender (in such capacity, “Swingline Lender”), BANA, and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as issuing banks (in such capacity, “Issuing Banks”) and BANA, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, the Secured Parties and Issuing Banks and as collateral agent for the Lenders, the Secured Parties and Issuing Banks (in such capacity, the “Collateral Agent”).

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AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT dated as of October 7, 2014 among PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC, as PESRM and MERRILL LYNCH COMMODITIES, INC., as MLC and THE OTHER TRANSACTION PARTIES HERETO
Supply and Offtake Agreement • April 14th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • New York

THIS AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of October 7, 2014 is by and among MERRILL LYNCH COMMODITIES, INC., a corporation organized under the laws of the State of Delaware (“MLC”), PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC, a limited liability company organized under the laws of Delaware (“PESRM”), and the Guarantors party hereto from time to time (each of MLC and PESRM referred to individually as a “Party” or collectively as the “Parties” and each of PESRM and the Guarantors referred to individually as a “Transaction Party” or collectively as the “Transaction Parties”).

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TERMINAL SERVICES AGREEMENT (MARCUS HOOK - BUTANE)
Terminal Services Agreement • April 14th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • New York

This Terminal Services Agreement (this “Agreement”) is made and entered into as of September 8, 2012 (the “Effective Date”) between SUNOCO, INC. (R&M) (“R&M”) and PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC (“Customer” or “PES”). R&M and Customer are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties”.

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INSTALLMENT SALE AND PURCHASE AGREEMENT
Installment Sale and Purchase Agreement • April 14th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • New York

This INSTALLMENT SALE AND PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 7th day of May, 2014 (the “Effective Date”), by and among NGL Energy Partners LP, a Delaware master limited partnership (“NGL”), and Philadelphia Energy Solutions Refining and Marketing LLC, a Delaware limited liability company (“PESRM”). NGL and PESRM may be referred to individually as a “Party” and collectively as the “Parties.”

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MARINE DOCK AND TERMINALING AGREEMENT (FORT MIFFLIN) BETWEEN SUNOCO PARTNERS MARKETING & TERMINALS L.P. AND PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC September 8, 2012
Marine Dock and Terminaling Agreement • April 14th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • New York

This Marine Dock & Terminaling Agreement (the “Agreement”) is made and entered into and made effective on this 8th day of September, 2012 (the “Effective Date”), by and between Sunoco Partners Marketing & Terminals L.P. (hereinafter “SPMT”), and Philadelphia Energy Solutions Refining and Marketing LLC (hereinafter “PES”). SPMT and PES are sometimes hereinafter referred to each individually as a “Party” and collectively as the “Parties”.

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TERM LOAN AGREEMENT among PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC, as Borrower, The Several Lenders from Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of April 4, 2013 J.P. MORGAN...
Credit Agreement • April 14th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • New York

TERM LOAN AGREEMENT (this “Agreement”), dated as of April 4, 2013, among PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent.

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Sunoco Logistics
Letter Agreement • April 14th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining

Reference is made to that certain Terminal Services Agreement (Marcus Hook-Butane) made and entered into as of September 8, 2012 between Sunoco Partners Marketing & Terminals L.P. (“SPMT”) and Philadelphia Energy Solutions Refining and Marketing LLC (“PES”), as amended, (the “Terminal Agreement”). The purpose of this letter agreement (“Letter Agreement”) is to set forth and confirm the agreement of SPMT and PES with regard to PES’ request of November 24, 2014 that SPMT receive and handle at the Terminal pursuant to the Terminal Agreement approximately 130M — 170M barrels of Product, to be delivered into the Terminal by PES via the 4N pipeline beginning on November 24th, 2014, which does not meet the specifications set forth in the Terminal Agreement in that total olefins and sulfur exceed the maximum concentrations per the mixed butane specification (the “Non-Conforming Product”). Any defined term used herein that is not specifically defined in this Letter Agreement shall have the mean

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REFINING CONTRIBUTION AGREEMENT BY AND AMONG PHILADELPHIA ENERGY SOLUTIONS LLC, SUNOCO, INC. AND CARLYLE PES, L.L.C. DATED AS OF JULY 2, 2012
Refining Contribution Agreement • April 14th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • New York

This Refining Contribution Agreement (this “Agreement”) dated as of July 2, 2012 is made by and among Philadelphia Energy Solutions LLC, a Delaware limited liability company (“NewCo”), Sunoco, Inc., a Pennsylvania corporation (“Sunoco”), and Carlyle PES, L.L.C., a Delaware limited liability company (“TCG”, and collectively, the “Parties”).

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Amendment No. 1 to Refining Contribution Agreement
Refining Contribution Agreement • April 14th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining

This Amendment No. 1, effective as of September 8, 2012, (this “Amendment”) to the Refining Contribution Agreement (the “Agreement”), dated July 2, 2012, by and among Philadelphia Energy Solutions LLC, a Delaware limited liability company (“NewCo”), Sunoco, Inc., a Pennsylvania corporation (“Sunoco”) and Carlyle PES, L.L.C., a Delaware limited liability company (“TCG”), is made by and among NewCo, Philadelphia Energy Solutions Refining and Marketing LLC (“OpCo”), Sunoco and TCG pursuant to Section 8.15 of the Agreement and in accordance with Section 12.1 of the Agreement.

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INTER-REFINERY PIPELINE LEASE BETWEEN SUNOCO PIPELINE L.P. AND PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC
Philadelphia Energy Solutions Inc. • April 14th, 2015 • Petroleum refining • Pennsylvania

This Inter-Refinery Pipeline Lease (this “Lease”) is made this 30th day of November 2012 by and between Sunoco Pipeline L.P. whose address is 1818 Market Street, Philadelphia, PA 19103 (“LESSOR”) and Philadelphia Energy Solutions Refining and Marketing LLC, whose address is 1735 Market Street, Philadelphia, PA 19103 (“LESSEE”).

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AMENDMENT NO. 1 TO TERMINAL SERVICES AGREEMENT (MARCUS HOOK - BUTANE)
Terminal Services Agreement • April 14th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • New York

This Amendment No. 1 to the TERMINAL SERVICES AGREEMENT (MARCUS HOOK BUTANE) (this “Amendment”) is made as of this 10th day of September, 2013 by and between Sunoco Partners Marketing & Terminals L.P. (“SPMT”) and Philadelphia Energy Solutions Refining and Marketing LLC (“Customer” or “PES”).

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TERMINATION OF AMENDMENT NO. 1 TO TERMINAL SERVICES AGREEMENT (MARCUS HOOK - BUTANE)
Services Agreement • April 14th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining

This Termination of Amendment No. 1 to Terminal Services Agreement (Marcus Hook — Butane) (this “Termination”) is made as of the 3rd day of October, 2014 by and between Sunoco Partners Marketing & Terminals L.P. (“SPMT”) and Philadelphia Energy Solutions Refining and Marketing LLC (“PES”).

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Amendment No. 2 to Terminal Services Agreement (Marcus Hook Butane) By and Between Sunoco Partners Marketing & Terminals L.P. And Philadelphia Energy Solutions Refining and Marketing LLC
Services Agreement • April 14th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining

This Amendment No. 2 to the Terminal Services Agreement (Marcus Hook Butane) (the “Amendment”) is made as of this 12th day of October, 2014, by and between Sunoco Partners Marketing & Terminals L.P. (“SPMT”) and Philadelphia Energy Solutions Refining and Marketing LLC (“Customer” or “PES”).

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Sunoco Logistics
Letter Agreement • April 14th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining

Reference is made to that certain Terminal Services Agreement (Marcus Hook-Butane) made and entered into as of September 8, 2012 between Sunoco Partners Marketing & Terminals L.P. (“SPMT”) and Philadelphia Energy Solutions Refining and Marketing LLC (“PES”), as amended, (the ‘Terminal Agreement”). The purpose of this letter agreement (“Letter Agreement”) is to set forth and confirm the agreement of SPMT and PES with regard to PES’ request of January 9, 2015 that SPMT receive and handle at the Terminal pursuant to the Terminal Agreement approximately 80,000 — 200,000 barrels of Product, to be delivered into the Terminal by PES via the 4N pipeline or Ponciana barge beginning on January 17, 2015, which does not meet the specifications set forth in the Terminal Agreement in that specifications including total olefins and sulfur exceed the maximum concentrations per the mixed butane specification (the “Non-Conforming Product”). Any defined term used herein that is not specifically defined i

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