PURCHASE AGREEMENT BY AND AMONG MACQUARIE INFRASTRUCTURE COMPANY INC., JOHN HANCOCK LIFE INSURANCE COMPANY, AND JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) DATED AS OF NOVEMBER 20, 2009Purchase Agreement • February 25th, 2010 • Macquarie Infrastructure CO LLC • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Purchase Agreement (this “Agreement”) is entered into as of November 20, 2009 by and among Macquarie Infrastructure Company Inc., a Delaware corporation (“MIC,” or “Seller” as of the date hereof), John Hancock Life Insurance Company, a Massachusetts corporation (“JHLIC”), and John Hancock Life Insurance Company (U.S.A.), a Michigan corporation (“JHUSA,” and each of JHLIC and JHUSA individually a “Buyer” and collectively “Buyers”). Each of Seller and each Buyer is referred to herein individually as a “Party” and collectively as the “Parties.”
ASSET PURCHASE AGREEMENT AMONG PCAA PARENT, LLC, a Delaware limited liability company, ITS SUBSIDIARIES LISTED ON THE SIGNATURE PAGES HERETO AND CORINTHIAN- BAINBRIDGE ZKS HOLDINGS, LLC a Delaware limited liability company Dated as of January 28, 2010Asset Purchase Agreement • February 25th, 2010 • Macquarie Infrastructure CO LLC • Wholesale-petroleum & petroleum products (no bulk stations) • New York
ASSET PURCHASE AGREEMENT, dated as of January 28, 2010 (this “Agreement”), among PCAA Parent, LLC, a Delaware limited liability company (“PCAA Parent”), the Subsidiaries of PCAA Parent set forth on the signature pages hereto (together with PCAA Parent, the “Sellers”), Parking Company of America Airports Holdings, LLC, a Delaware limited liability company (solely with respect to Section 3.3(b)), and Corinthian-Bainbridge ZKS Holdings, LLC, a Delaware limited liability company (“Purchaser”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to them in Section 1.1.
AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • February 25th, 2010 • Macquarie Infrastructure CO LLC • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Amendment to Purchase Agreement (this “Amendment”) is hereby entered into by and among (a) Macquarie Infrastructure Company Inc., a Delaware corporation (“MIC”), jointly and severally with Macquarie District Energy Holdings III LLC, a Delaware limited liability company (“MDEH III”), (b) John Hancock Life Insurance Company, a Massachusetts corporation (“JHLIC”), and (c) John Hancock Life Insurance Company (U.S.A.), a Michigan corporation (“JHUSA”), this 21st day of December, 2009. Each of MIC, MDEH III, JHLIC, and JHUSA is referred to herein individually as a “Party” and collectively as the “Parties.”
