ARC LOGISTICS PARTNERS LP February 19, 2015Arc Logistics Partners LP • February 20th, 2015 • Wholesale-petroleum bulk stations & terminals • New York
This letter agreement sets forth the commitment of Arc Logistics Partners LP (“Sponsor”), on the terms and subject to the conditions described below, to purchase, or cause the purchase of, the equity of Arc Terminals Joliet Holdings LLC, a Delaware limited liability company (“Buyer”) in connection with the transaction contemplated by that certain Membership Interest Purchase Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”) and entered into concurrently herewith by and among Buyer and CenterPoint Properties Trust (“Seller”), pursuant to which Buyer has agreed, subject to and in accordance with the terms and conditions thereof, to purchase from Seller all of Seller’s right, title and interest in all of the issued and outstanding limited liability company interests of Joliet Bulk, Barge & Rail LLC, a Delaware limited liability company (the “Company”; and such acquisition, the “Transaction”). Each c
AIRCRAFT SERVICES CORPORATION February 19, 2015Aircraft Services • February 20th, 2015 • Arc Logistics Partners LP • Wholesale-petroleum bulk stations & terminals • New York
This letter agreement sets forth the commitment of Aircraft Services Corporation (“Sponsor”), on the terms and subject to the conditions described below, to purchase, or cause the purchase of, the equity of Arc Terminals Joliet Holdings LLC, a Delaware limited liability company (“Buyer”) in connection with the transaction contemplated by that certain Membership Interest Purchase Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”) and entered into concurrently herewith by and among Buyer and CenterPoint Properties Trust (“Seller”), pursuant to which Buyer has agreed, subject to and in accordance with the terms and conditions thereof, to purchase from Seller all of Seller’s right, title and interest in all of the issued and outstanding limited liability company interests of Joliet Bulk, Barge & Rail LLC, a Delaware limited liability company (the “Company”; and such acquisition, the “Transaction”). Ea
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between CENTERPOINT PROPERTIES TRUST, as Seller and ARC TERMINALS JOLIET HOLDINGS LLC, as Buyer February 19, 2015Membership Interest Purchase Agreement • February 20th, 2015 • Arc Logistics Partners LP • Wholesale-petroleum bulk stations & terminals • Delaware
This Membership Interest Purchase Agreement (the “Agreement”), dated as of February 19, 2015 (the “Execution Date”), is entered into by and between CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust (“Seller”) and ARC TERMINALS JOLIET HOLDINGS LLC, a Delaware limited liability company (“Buyer”).
UNIT PURCHASE AGREEMENT BY AND AMONG ARC LOGISTICS PARTNERS LP AND THE PURCHASERS NAMED HEREINUnit Purchase Agreement • February 20th, 2015 • Arc Logistics Partners LP • Wholesale-petroleum bulk stations & terminals • New York
UNIT PURCHASE AGREEMENT, dated as of February 19, 2015 (this “Agreement”), by and among ARC LOGISTICS PARTNERS LP, a Delaware limited partnership (“Arc Logistics” or the “Partnership”), and each of the Purchasers listed in Schedule 2.1 attached hereto (a “Purchaser” and, collectively, the “Purchasers”).
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • February 20th, 2015 • Arc Logistics Partners LP • Wholesale-petroleum bulk stations & terminals • New York
This Interim Investors Agreement (this “Agreement”) is made as of February 19, 2015, by and among Arc Terminals Joliet Holdings LLC, a Delaware limited liability company (“Buyer”), Arc Logistics Partners LP, a Delaware limited partnership (“Arc”), and EFS-S LLC, a Delaware limited liability company (“GE”). Arc and GE are each referred to herein as an “Investor” and collectively as the “Investors”. Capitalized terms used but not defined herein shall have the meanings given thereto in the Purchase Agreement (as defined below) unless otherwise specified herein.
