PHILADELPHIA ENERGY SOLUTIONS LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • July 2nd, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of [·], 2015, is entered into by and among Philadelphia Energy Solutions LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
REVOLVING CREDIT AGREEMENT Dated as of [ ], 2015 among NORTH YARD LOGISTICS, L.P., as the initial Borrower, NORTH YARD GP, LLC, as a Guarantor, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and an L/C Issuer, and The...Revolving Credit Agreement • July 2nd, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • New York
This REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of [ ], 2015 among the BORROWER (as defined below), the NORTH YARD GP (as defined below) (solely prior to the MLP Borrower Replacement (as defined below)), as a Guarantor, each lender and L/C Issuer from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and L/C Issuer.
TAX RECEIVABLE AGREEMENT by and among PHILADELPHIA ENERGY SOLUTIONS INC. PHILADELPHIA ENERGY SOLUTIONS LLC PESC COMPANY, LP CARLYLE PES, L.L.C. PES EQUITY HOLDINGS, LLC [CERTAIN MEMBERS OF EXECUTIVE AND SENIOR MANAGEMENT] THE MEMBERS OF PHILADELPHIA...Tax Receivable Agreement • July 2nd, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [ · ], 2015, is hereby entered into by and among Philadelphia Energy Solutions Inc., a Delaware corporation (the “Corporation”), Philadelphia Energy Solutions LLC, a Delaware limited liability company (“PES LLC”), PESC Company, LP, a Delaware limited partnership (“PESC Company”), Carlyle PES, L.L.C., a Delaware limited liability company (“Carlyle PES”), PES Equity Holdings, LLC, a Delaware limited liability company (“PES Equity”), [certain individual members of executive and senior management] and each of the Members from time to time party hereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.
Amendment No. 2 to Refining Contribution AgreementRefining Contribution Agreement • July 2nd, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining
This Amendment No. 2, effective as of , 2015, (this “Amendment”) to the Refining Contribution 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”), as amended by Amendment No. 1, dated September 8, 2012, by and among NewCo, Philadelphia Energy Solutions Refining and Marketing LLC (“OpCo”), Sunoco and TCG (as amended, the “Agreement”), is made by and among NewCo, OpCo, PES Equity Holdings, LLC (as successor in interest to Sunoco), a Delaware limited liability company, and TCG (collectively, the “Parties”) in accordance with Section 12.1 of the Agreement.
STOCKHOLDERS AGREEMENTStockholders Agreement • July 2nd, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • Delaware
THIS STOCKHOLDERS AGREEMENT, dated and effective as of the Closing Date, is entered into by and among (i) Philadelphia Energy Solutions Inc., a Delaware corporation (the “Corporation”), (ii) PESC Company, LP, a Delaware limited partnership (“PESC Company”), and certain of the Corporation’s stockholders listed on Schedule 1 attached hereto (each, a “Carlyle Stockholder” and collectively, the “Carlyle Stockholders”). PESC Company and each Carlyle Stockholder is sometimes referred to as a “Principal Stockholder” and collectively as the “Principal Stockholders.” Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG PHILADELPHIA ENERGY SOLUTIONS INC., PESC COMPANY, LP, AND THE STOCKHOLDERS IDENTIFIED ON SCHEDULE 1 HERETORegistration Rights Agreement • July 2nd, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • Delaware
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of [·], 2015, is made by and among Philadelphia Energy Solutions Inc., a Delaware corporation (the “Corporation”), PESC Company, LP, a Delaware limited partnership (“PESC Company”), and the Carlyle Fund Stockholders (as defined herein).
Amendment No. 1 to Refining Contribution AgreementRefining Contribution Agreement • July 2nd, 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.
REFINING CONTRIBUTION AGREEMENT BY AND AMONG PHILADELPHIA ENERGY SOLUTIONS LLC, SUNOCO, INC. AND CARLYLE PES, L.L.C. DATED AS OF JULY 2, 2012Refining Contribution Agreement • July 2nd, 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”).
