FORM OF CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • July 24th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • Delaware
This Contribution, Assignment and Assumption Agreement, dated as of [·], 2015 (this “Agreement”), is by and among PESC Company, LP, a Delaware limited partnership (“PESC Company”), Philadelphia Energy Solutions Inc., a Delaware corporation (“PES Inc.”), Philadelphia Energy Solutions LLC, a Delaware limited liability company (“PES LLC”), Carlyle PES, L.L.C., a Delaware limited liability company (“Carlyle PES”), PES Equity Holdings, LLC, a Delaware limited liability company (“PES Equity”), Carlyle CEOF AIV Investors Holdings, L.P., a Delaware limited partnership (“CEOF Holdings”), Carlyle CEMOF AIV Investors Holdings, L.P., a Delaware limited partnership (“CEMOF Holdings” and, together with CEOF Holdings, the “Selling Stockholders”), Carlyle Equity Opportunity GP AIV, L.P., a Delaware limited partnership (“CEOF Fund GP”), CEMOF General Partner, L.P., a Delaware limited partnership (“CEMOF Fund GP” and, together with the Selling Stockholders and CEOF Fund GP, the “Carlyle Entities”), each
Amendment No. 1 to Marine Dock and Terminaling Agreement (Fort Mifflin)Marine Dock and Terminaling Agreement • July 24th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining
This Amendment No. 1 (the “Amendment”) to Marine Dock and Terminaling Agreement (Fort Mifflin) dated September 8, 2012 (the “Original Agreement”) is made this 20th day of July, 2015 (the “Effective Date”), by and between Sunoco Partners Marketing & Terminals L.P. (“SPMT”) and Philadelphia Energy Solutions Refining and Marketing LLC (“PES”). All capitalized terms used herein and not otherwise deferred shall have the respective meanings ascribed thereto in the Original Agreement.
PHILADELPHIA ENERGY SOLUTIONS LLC Philadelphia, Pennsylvania 19103Incentive Unit Agreement • July 24th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining
Reference is made to the Incentive Unit Agreement between you and Philadelphia Energy Solutions LLC (the “Company”), dated [ ], 201[ ] (the “Incentive Unit Agreement”), which governs the Incentive Units granted to you in connection with your employment with the Company. The Incentive Unit Agreement provides that your Incentive Units vest in 20% increments in accordance with a “time-based” schedule set forth therein and in full upon a Qualified IPO and that, upon vesting, the forfeiture restrictions on the Incentive Units will lapse. The forfeiture restrictions on the Incentive Units will lapse upon the effective date of the registration statement filed by Philadelphia Energy Solutions Inc. (“PES Inc.”) for the initial public offering of its class A common stock (the “IPO”) and as of that time the terms of the Incentive Unit Agreements will no longer apply and that agreement will have no further force or effect.
