UNDERWRITING AGREEMENTUnderwriting 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
FORM OF CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 21st, 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 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 HERETOSupply 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”).
