FIFTH Amendment To Shareholders’ Agreement February 5, 2013Shareholders’ Agreement • February 20th, 2013 • Macquarie Infrastructure CO LLC • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
WHEREAS, Macquarie Terminal Holdings LLC, a Delaware limited liability company (“MTH”), IMTT Holdings, Inc., a Delaware corporation (f/k/a/ Loving Enterprises, Inc.) (the “Company”), the Current Beneficial Shareholders (James J. Coleman, Jr., Thomas B. Coleman, Peter D. Coleman and Dian C. Winingder), and the Voting Trust for IMTT Holdings, Inc. (f/n/a the Voting Trust for Loving Enterprises, Inc.) (the “Voting Trust”), are parties to a Shareholders’ Agreement, dated as of April 14, 2006, as amended by Letter Agreements dated as of November 1, 2006, January 23, 2007, June 20, 2007, and July 30, 2007 (collectively, the “Shareholders’ Agreement”); and
AMENDED AND RESTATED GUARANTY AND CREDIT AGREEMENT dated February 15, 2013 among IMTT-FINCO, LLC, INTERNATIONAL-MATEX TANK TERMINALS, IMTT-BAYONNE, IMTT- VIRGINIA, IMTT-GRETNA, IMTT-BC, IMTT-PIPELINE, IMTT-BX, IMTT-RICHMOND-CA, IMTT- ILLINOIS,...Guaranty and Credit Agreement • February 20th, 2013 • Macquarie Infrastructure CO LLC • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This AMENDED AND RESTAED GUARANTY AND CREDIT AGREEMENT (this “Agreement”) is made and entered into as of February 15, 2013, by and among IMTT-FINCO, LLC, a Delaware limited liability company (“IMTT-Finco” or “Borrower”); INTERNATIONAL-MATEX TANK TERMINALS, a Delaware general partnership, IMTT-BAYONNE, a Delaware general partnership, IMTT-VIRGINIA, a Delaware general partnership, IMTT-GRETNA, a Delaware general partnership, IMTT-BC, a Delaware general partnership, IMTT-PIPELINE, a Delaware general partnership, IMTT-BX, a Delaware general partnership, IMTT-RICHMOND-CA, a Delaware general partnership, IMTT-ILLINOIS, a Delaware general partnership, IMTT-PETROLEUM MANAGEMENT, a Delaware general partnership, IMTT-GEISMAR, a Delaware general partnership, OIL MOP, L.L.C., a Louisiana limited liability company, ST. ROSE NURSERY, INC., a Louisiana corporation, EAST JERSEY RAILROAD AND TERMINAL COMPANY, a New Jersey corporation, BAYONNE INDUSTRIES, INC., a New Jersey corporation (collectively, th
REVOLVING CREDIT AGREEMENT dated as of February 15, 2013 among INTERNATIONAL- MATEX TANK TERMINALS and IMTT-BAYONNE as US Borrowers, IMTT-QUEBEC INC. and IMTT-NTL, LTD. as Canadian Borrowers THE LENDERS FROM TIME TO TIME PARTY HERETO, REGIONS BANK,...Revolving Credit Agreement • February 20th, 2013 • Macquarie Infrastructure CO LLC • Wholesale-petroleum & petroleum products (no bulk stations) • New York
THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of February 15, 2013, by and among INTERNATIONAL-MATEX TANK TERMINALS, a Delaware general partnership (“International-Matex Tank Terminals”), IMTT-BAYONNE, a Delaware general partnership (together with International-Matex Tank Terminals, each a “US Borrower” and collectively, the “US Borrowers”), IMTT-QUEBEC INC. a Canadian corporation (“IMTT-Quebec”) and IMTT-NTL, LTD., a Canadian corporation (together with IMTT-Quebec, each a “Canadian Borrower” and collectively, the “Canadian Borrowers”, and together with the US Borrowers, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”) and as swingline lender, the US issuing banks from time to time party hereto (each, a “US Issuing Bank”) and Royal Bank of Canada, as Canadian funding agent
