Philadelphia Energy Solutions Inc. Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • July 21st, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • New York

Philadelphia Energy Solutions Inc., a Delaware corporation (the “Company”) and the persons and entities listed in Schedule B hereto (the “Selling Stockholders”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Credit Suisse are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of Class A common stock, par value $0.001 per share, of the Company (the “Common Stock”) set forth in Schedule A hereto (the “Initial Securi

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PHILADELPHIA ENERGY SOLUTIONS LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited 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.

FORM OF CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT
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

AMENDED AND RESTATED REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of October 7, 2014 among PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC, as Borrower, and THE OTHER LOAN PARTIES PARTY HERETO, as Loan Parties, THE LENDERS PARTY HERETO...
Assignment and Assumption • May 28th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • New York

This AMENDED AND RESTATED REVOLVING CREDIT AND GUARANTY AGREEMENT (this “Agreement”) dated as of October 7, 2014, among PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders party hereto from time to time, BANK OF AMERICA, N.A. (“BANA”), as sole lead arranger and sole bookrunner (in such capacities, the “Lead Arranger”), BANA, as swingline lender (in such capacity, “Swingline Lender”), BANA, and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as issuing banks (in such capacity, “Issuing Banks”) and BANA, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, the Secured Parties and Issuing Banks and as collateral agent for the Lenders, the Secured Parties and Issuing Banks (in such capacity, the “Collateral Agent”).

AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT dated as of October 7, 2014 among PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC, as PESRM and MERRILL LYNCH COMMODITIES, INC., as MLC and THE OTHER TRANSACTION PARTIES HERETO
Supply and Offtake Agreement • July 21st, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • New York

THIS AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of October 7, 2014 is by and among MERRILL LYNCH COMMODITIES, INC., a corporation organized under the laws of the State of Delaware (“MLC”), PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC, a limited liability company organized under the laws of Delaware (“PESRM”), and the Guarantors party hereto from time to time (each of MLC and PESRM referred to individually as a “Party” or collectively as the “Parties” and each of PESRM and the Guarantors referred to individually as a “Transaction Party” or collectively as the “Transaction Parties”).

INSTALLMENT SALE AND PURCHASE AGREEMENT
Installment Sale and Purchase Agreement • April 14th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • New York

This INSTALLMENT SALE AND PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 7th day of May, 2014 (the “Effective Date”), by and among NGL Energy Partners LP, a Delaware master limited partnership (“NGL”), and Philadelphia Energy Solutions Refining and Marketing LLC, a Delaware limited liability company (“PESRM”). NGL and PESRM may be referred to individually as a “Party” and collectively as the “Parties.”

MARINE DOCK AND TERMINALING AGREEMENT (FORT MIFFLIN) BETWEEN SUNOCO PARTNERS MARKETING & TERMINALS L.P. AND PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC September 8, 2012
Marine Dock and Terminaling Agreement • April 14th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • New York

This Marine Dock & Terminaling Agreement (the “Agreement”) is made and entered into and made effective on this 8th day of September, 2012 (the “Effective Date”), by and between Sunoco Partners Marketing & Terminals L.P. (hereinafter “SPMT”), and Philadelphia Energy Solutions Refining and Marketing LLC (hereinafter “PES”). SPMT and PES are sometimes hereinafter referred to each individually as a “Party” and collectively as the “Parties”.

AMENDMENT No. 1 to AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT
Supply and Offtake Agreement • May 28th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • New York

This AMENDMENT No. 1 to AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT (this “Amendment”), dated as of April 14, 2015, is entered into by and among PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC, a Delaware limited liability company (“PESRM”), PES ADMINISTRATIVE SERVICES, LLC, a Delaware limited liability company (“PESA”), and MERRILL LYNCH COMMODITIES, INC., a Delaware corporation (“MLC”).

TERM LOAN AGREEMENT among PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC, as Borrower, The Several Lenders from Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of April 4, 2013 J.P. MORGAN...
Credit Agreement • April 14th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • New York

TERM LOAN AGREEMENT (this “Agreement”), dated as of April 4, 2013, among PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent.

Amendment No. 2 to Refining Contribution Agreement
Refining 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.

Amendment No. 1 to Marine Dock and Terminaling Agreement (Fort Mifflin)
Original 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.

TERMINAL SERVICES AGREEMENT (MARCUS HOOK - BUTANE)
Terminal Services Agreement • April 14th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • New York

This Terminal Services Agreement (this “Agreement”) is made and entered into as of September 8, 2012 (the “Effective Date”) between SUNOCO, INC. (R&M) (“R&M”) and PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC (“Customer” or “PES”). R&M and Customer are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties”.

Sunoco Logistics
Letter Agreement • April 14th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining

Reference is made to that certain Terminal Services Agreement (Marcus Hook-Butane) made and entered into as of September 8, 2012 between Sunoco Partners Marketing & Terminals L.P. (“SPMT”) and Philadelphia Energy Solutions Refining and Marketing LLC (“PES”), as amended, (the “Terminal Agreement”). The purpose of this letter agreement (“Letter Agreement”) is to set forth and confirm the agreement of SPMT and PES with regard to PES’ request of November 24, 2014 that SPMT receive and handle at the Terminal pursuant to the Terminal Agreement approximately 130M — 170M barrels of Product, to be delivered into the Terminal by PES via the 4N pipeline beginning on November 24th, 2014, which does not meet the specifications set forth in the Terminal Agreement in that total olefins and sulfur exceed the maximum concentrations per the mixed butane specification (the “Non-Conforming Product”). Any defined term used herein that is not specifically defined in this Letter Agreement shall have the mean

STOCKHOLDERS AGREEMENT
Stockholders 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.

TERM LOAN AGREEMENT among PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC, as Borrower, The Several Lenders from Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of April 4, 2013 J.P. MORGAN...
Intercreditor Agreement • May 28th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • New York

TERM LOAN AGREEMENT (this “Agreement”), dated as of April 4, 2013, among PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent.

CONSULTING AGREEMENT
Consulting Agreement • July 17th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining

This consulting agreement (the “Agreement”), dated as of October 7, 2014, is made by Philadelphia Energy Solutions Refining and Marketing LLC, a Delaware limited liability company the principal business address of which is 1735 Market Street, Philadelphia, Pennsylvania 19103 (“Consultant”), and PES Inventory Company, LLC (“PESIC”), a Delaware limited liability company the principal business address of which is 1735 Market Street, Philadelphia, Pennsylvania 19103. Consultant and PESIC are each referred to herein as a “Party” and collectively as the “Parties”.

REFINING CONTRIBUTION AGREEMENT BY AND AMONG PHILADELPHIA ENERGY SOLUTIONS LLC, SUNOCO, INC. AND CARLYLE PES, L.L.C. DATED AS OF JULY 2, 2012
Refining Contribution Agreement • April 14th, 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”).

Amendment No. 1 to Refining Contribution Agreement
Refining Contribution Agreement • April 14th, 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.

PHILADELPHIA ENERGY SOLUTIONS LLC Philadelphia, Pennsylvania 19103
Philadelphia Energy Solutions • 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.

INTER-REFINERY PIPELINE LEASE BETWEEN SUNOCO PIPELINE L.P. AND PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC
Philadelphia Energy Solutions Inc. • April 14th, 2015 • Petroleum refining • Pennsylvania

This Inter-Refinery Pipeline Lease (this “Lease”) is made this 30th day of November 2012 by and between Sunoco Pipeline L.P. whose address is 1818 Market Street, Philadelphia, PA 19103 (“LESSOR”) and Philadelphia Energy Solutions Refining and Marketing LLC, whose address is 1735 Market Street, Philadelphia, PA 19103 (“LESSEE”).

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REGISTRATION RIGHTS AGREEMENT BY AND AMONG PHILADELPHIA ENERGY SOLUTIONS INC., PESC COMPANY, LP, AND THE STOCKHOLDERS IDENTIFIED ON SCHEDULE 1 HERETO
Registration 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 TERMINAL SERVICES AGREEMENT (MARCUS HOOK - BUTANE)
Terminal Services Agreement • April 14th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • New York

This Amendment No. 1 to the TERMINAL SERVICES AGREEMENT (MARCUS HOOK BUTANE) (this “Amendment”) is made as of this 10th day of September, 2013 by and between Sunoco Partners Marketing & Terminals L.P. (“SPMT”) and Philadelphia Energy Solutions Refining and Marketing LLC (“Customer” or “PES”).

EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • May 28th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • Pennsylvania

This Executive Severance Agreement (“Agreement”) is made effective as of January 26, 2015 (“Effective Date”), by and between Philadelphia Energy Solutions LLC, a Delaware limited liability company (the “Company”), and [ ] (“Executive”).

Amendment No. 1 to Refining Contribution Agreement
Refining 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.

TERMINATION OF AMENDMENT NO. 1 TO TERMINAL SERVICES AGREEMENT (MARCUS HOOK - BUTANE)
Services Agreement • April 14th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining

This Termination of Amendment No. 1 to Terminal Services Agreement (Marcus Hook — Butane) (this “Termination”) is made as of the 3rd day of October, 2014 by and between Sunoco Partners Marketing & Terminals L.P. (“SPMT”) and Philadelphia Energy Solutions Refining and Marketing LLC (“PES”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 28th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • Pennsylvania

outstanding loan balance until the loan has been fully-satisfied. · One-half of the amount of each bonus Employee becomes entitled to receive pursuant to Section 3.2 or 3.3 of the Employment Agreement will be withheld and applied to the outstanding loan balance until the loan has been fully-satisfied. · Entire outstanding loan balance accelerates and becomes immediately due upon termination of Employee’s employment for any reason, Employee’s default on the terms of the Promissory Note or the consummation of an initial public offering.

Amendment No. 2 to Terminal Services Agreement (Marcus Hook Butane) By and Between Sunoco Partners Marketing & Terminals L.P. And Philadelphia Energy Solutions Refining and Marketing LLC
Services Agreement • April 14th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining

This Amendment No. 2 to the Terminal Services Agreement (Marcus Hook Butane) (the “Amendment”) is made as of this 12th day of October, 2014, by and between Sunoco Partners Marketing & Terminals L.P. (“SPMT”) and Philadelphia Energy Solutions Refining and Marketing LLC (“Customer” or “PES”).

REFINING CONTRIBUTION AGREEMENT BY AND AMONG PHILADELPHIA ENERGY SOLUTIONS LLC, SUNOCO, INC. AND CARLYLE PES, L.L.C. DATED AS OF JULY 2, 2012
Refining 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”).

PES INVENTORY COMPANY, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Effective as of October 7, 2014
Limited Liability Company Agreement • July 17th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • Delaware

This Amended and Restated Limited Liability Company Agreement of PES Inventory Company, LLC, a Delaware limited liability company (the “Company”), is made as of October 7, 2014, by and among the Members listed on the signature pages hereto. Unless defined elsewhere in this Agreement, capitalized terms used herein are defined in Section 1.1 hereof.

Sunoco Logistics
Letter Agreement • April 14th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining

Reference is made to that certain Terminal Services Agreement (Marcus Hook-Butane) made and entered into as of September 8, 2012 between Sunoco Partners Marketing & Terminals L.P. (“SPMT”) and Philadelphia Energy Solutions Refining and Marketing LLC (“PES”), as amended, (the ‘Terminal Agreement”). The purpose of this letter agreement (“Letter Agreement”) is to set forth and confirm the agreement of SPMT and PES with regard to PES’ request of January 9, 2015 that SPMT receive and handle at the Terminal pursuant to the Terminal Agreement approximately 80,000 — 200,000 barrels of Product, to be delivered into the Terminal by PES via the 4N pipeline or Ponciana barge beginning on January 17, 2015, which does not meet the specifications set forth in the Terminal Agreement in that specifications including total olefins and sulfur exceed the maximum concentrations per the mixed butane specification (the “Non-Conforming Product”). Any defined term used herein that is not specifically defined i

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