Penn State Notebook: Toledo Victory Raises Respect For Mac
- Penn State Notebook: Toledo Victory Raises Respect For Machine
- Penn State Notebook: Toledo Victory Raises Respect For Macon Ga
Exhibit 10.3 Exhibit 10.3 EXECUTION COPY CONFIDENTIAL SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THE WORD REDACTED. ASSET SALE AND PURCHASE AGREEMENT. by and between Toledo Refining Company LLC, as the Buyer, and SUNOCO, INC. Seller: SUNOCO, INC. (R&M) a Pennsylvania corporation By: /s/ Brian P. MacDonald Name: Brian P.
MacDonald Title: Senior Vice President and Chief Financial Officer Dec 2/10 Buyer: Toledo Refining Company LLC a Delaware limited liability company By: /s/ Michael D. Gayda Name: Michael D. Gayda Title: President Signature page to Asset Sale and Purchase Agreement 49 SCHEDULE 1.1 Definitions and Interpretations Section 1.1 Definitions. Unless otherwise provided to the contrary in this Agreement, capitalized terms in this Agreement shall have the following meanings: Accountants means a firm of independent certified public accountants mutually selected by the Parties. Adjustment Balance has the meaning set forth in Section 2.6.3.4(b). Adverse Consequences means all actions, causes of action, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, actual damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, liens, actual losses, expenses, and fees, including court costs and reasonable attorneys fees and expenses, but excluding Non-Recoverable Adverse Consequences. Affiliate means, with respect to any specified Person, any other person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with such specified Person.
For the purposes of this definition, control (including, with correlative meanings, the terms controlling, controlled by and under common control with), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. Agency Agreement means the Agency Agreement substantially in the form attached hereto as Exhibit I. Agreement has the meaning set forth in the preface. AIP has the meaning set forth in Exhibit 6.5. Allocated Rights and Obligations has the meaning set forth in Section 2.5(b).
— The Sports Xchange — DETROIT — At last, Detroit has something to cheer about. After an opening day debacle against the New York Jets and a loss last week to the San Francisco 49ers — many thought it would be another lousy Lions season. There's a Heisman Trophy candidate strutting around the campus of Oregon State University and running past defenders at Reser Stadium. Three touchdown performance in the Beavers gigantic 31-21 upset victory over USC, earning himself the Pac-10 offensive player of the week award.
Antitrust Division has the meaning set forth in Section 5.2. Assigned Contracts has the meaning set forth in Section 2.1.6. Assumed Environmental Liabilities has the meaning set forth in Section 2.3.6.
Assumed Liabilities has the meaning set forth in Section 2.3. Assigned Contracts has the meaning set forth in Section 2.1.6. Bill of Sale, Assignment and Assumption Agreement has the meaning set forth in Section 2.9.1.3. Books and Records has the meaning set forth in Section 2.1.8. Branded Sales Contracts means contracts pursuant to which Seller, through its Branded Marketing division, sells branded gasoline, diesel, or race fuel to customers that have rights to resell those products using Sellers or its Affiliates trademarks, servicemarks, or trade names (whether owned or licensed from third parties). BS&W means bottom sediment and water. Schedule 1.1 Page 1 Highly Confidential Business means the business currently conducted by the Seller that relates exclusively to the ownership, operation or use of the Facilities and the Purchased Assets, but excluding Sellers Branded Marketing business and excluding SXLs businesses, including SXLs logistics, transportation, and terminal/throughput businesses.
Business Day means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized by law to close. Buyer has the meaning set forth in the preface. Buyer Indemnified Party has the meaning set forth in Section 8.2. Buyer Material Adverse Effect means an effect, event, development or change which individually or in the aggregate with all effects, events, developments or changes is or is likely to become materially adverse to the ability of Buyer to execute and perform its obligations under this Agreement or to consummate the transactions contemplated hereby. Buyers Parent means PBF Holding Company LLC, a Delaware limited liability company.
Buyers Parent Guaranty means the Buyer Guaranty in the form attached hereto as Exhibit J. Buyer Plan has the meaning set forth in Exhibit 6.5. Buyer Savings Plan has the meaning set forth in Exhibit 6.5. Cash Purchase Price has the meaning set forth in Section 2.6.1. Casualty has the meaning Set forth in Section 6.13.1 CBA has the meaning set forth in Exhibit 6.5.
Claim means any demand, claim, action, investigation, inquiry, notice of violation, legal proceeding or arbitration, whether or not ultimately determined to be valid. Claim Notice has the meaning set forth in Section 8.7. Claim Response has the meaning set forth in Section 8.7.
Closing has the meaning set forth in Section 2.8. Closing Date has the meaning set forth in Section 2.8.
Closing Date Proration Adjustment has the meaning set forth in Section 2.6.3.3(a). Closing Payment has the meaning set forth in Section 2.6.1. Closing Value has the meaning set forth in Section 2.6.3.4(a). COBRA has the meaning set forth in Exhibit 6.5.
Code means the Internal Revenue Code of 1986, as amended, or any successor Law. Schedule 1.1 Page 2 Highly Confidential Confidentiality Agreement means the Confidentiality Agreement between Sunoco, Inc. And PBF Investments LLC, dated March 22, 2010. Continuing Conditions mean Releases of Hazardous Substances at or from the Purchased Assets that exist prior to the Closing Date, including migration or movement there from, and continue for all or part of the five (5) year period after the Closing Date, including continuing Releases after the Closing Date from the same source as Releases prior to the Closing Date, and migration or movements there from, that occur after the Closing Date from such Releases. Continuing Employee has the meaning set forth in Exhibit 6.5. Contracts means all contracts, agreements, commitments, leases, franchises or other similar obligations or arrangements (whether written or oral).
Costs of Compliance means all costs, capital expenditures, fees and expenditures of any kind associated with attaining or maintaining compliance with any Environmental Law and all costs, fees and expenditures of any kind required to obtain, amend, modify, renew or otherwise maintain any applicable Environmental Permits, including permits for any grandfathered units. Credit Support Arrangements has the meaning set forth in Section 6.7.1. Current Employees has the meaning set forth in Exhibit 6.5.
Customs has the meaning set forth in Section 5.7. Default means (a) a breach, default or violation, (b) the occurrence of an event that with or without the passage of time or the giving of notice, or both, would constitute a breach, default or violation or cause an Encumbrance to arise or (c) with respect to any Contract, the occurrence of an event that with or without the passage of time or the giving of notice, or both, would give rise to a right of termination, cancellation, amendment, renegotiation or acceleration or a right to receive damages or a payment of penalties. Derivative Contracts Agreement has the meaning set forth in Section 6.10. Easements has the meaning set forth in Section 2.1.3. Employment Date has the meaning set forth in Exhibit 6.5. Encumbrance means any mortgage, pledge, lien, encumbrance, encroachment, charge, other security interest or defect in title. Environmental Law or Environmental Laws means all federal, state and local Laws (including common law) relating to the protection of natural resources, wildlife, or the environment or employee or public health or safety, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C.
§§ 9601 et seq., the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. §§ 6901 et seq., the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq., the Toxic Substance Control Act, 15 U.S.C. Section 2601 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Section 1802 et seq.; the Clean Water Act, 33 U.S.C. Section 1251 et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 300F et seq.; the Emergency Planning and Community Right-to-know Act, as amended, 42 U.S.C.
Penn State Notebook: Toledo Victory Raises Respect For Machine
§§ 11001 et seq., the Federal Water Pollution Control Act, as amended, 33 U.S.C. §§ 1251 et seq., the Oil Pollution Act of 1990, 33 U.S.C. §§ 2701 et seq. And the Occupational Safety and Health Act of 1970, 29 U.S.C. And the regulations promulgated pursuant thereto, and any state or local counterparts. SELLER: SUNOCO, INC.
(R&M), a Pennsylvania corporation By: Name: Brian MacDonald Title: SVP and CFO BUYER: TOLEDO REFINING COMPANY LLC, a Delaware limited liability company By: Name: Jeffrey Dill Title: Secretary Signature Page to First Amendment Asset Sale and Purchase Agreement Annex 1 See Attached EXHIBIT A-1 PRODUCTS AND INTERMEDIATES INVENTORY PROMISSORY NOTE $ February 1, 2011 FOR VALUE RECEIVED, TOLEDO REFINING COMPANY LLC, a Delaware limited liability company ( Buyer), hereby promises to pay to the order of SUNOCO, INC. (R&M), a Pennsylvania corporation ( Seller), without setoff or counterclaim, by wire transfer to such account as Seller may from time to time designate, in writing, the principal sum of Dollars ($ ), payable on May 2, 2011 or upon earlier acceleration pursuant to the terms of this Note (in either case, the Maturity Date).
Reference to Purchase Agreement. This Note is issued pursuant to Section 2.6.1 of the Purchase Agreement, the terms of which are hereby incorporated into this Note. Certain Definitions. Bankruptcy Default shall have the meaning set forth in Section 9(f) of this Note. Business Day means any day other than a Saturday, Sunday, or other day on which commercial banks in New York, New York are authorized by law to close. Buyer shall have the meaning set forth in the first paragraph of this Note. Capital Lease of a person means any lease of property by such person as lessee which would be capitalized on a balance sheet of such person prepared in accordance with GAAP.
Capital Lease Obligations of a person means the obligations of such person under Capital Leases which would be shown as a liability on a balance sheet of such person prepared in accordance with GAAP. TOLEDO REFINING COMPANY LLC By: Name: Title: Annex 2 See Attached EXHIBIT L-l SECURITY AGREEMENT SECURITY AGREEMENT (this Agreement), dated as of, 2011, between TOLEDO REFINING COMPANY LLC, a Delaware limited liability company ( Debtor), and SUNOCO, INC. (R&M), a corporation organized under the laws of the Commonwealth of Pennsylvania ( Secured Party). TOLEDO REFINING COMPANY LLC By: Title: SUNOCOINC. (R&M) By: Title: 11 Annex 3 See Attached EXHIBIT N GUARANTEE AGREEMENT THIS AGREEMENT is made as of, 2011 by PBF Holding Company LLC, a Delaware limited liability company (hereinafter called Guarantor). R E C I T A L S: A.
Penn State Notebook: Toledo Victory Raises Respect For Macon Ga
Toledo Refining Company LLC, a Delaware limited liability company ( Debtor), has entered into that certain Asset Sale and Purchase Agreement dated as of the date hereof (the Purchase Agreement) by and between Debtor, as Buyer, and Sunoco, Inc. (R&M), as Seller ( Creditor). PBF HOLDING COMPANY LLC By: Name: Title: Acknowledged and Accepted as of the Date first set forth above: SUNOCO, INC. (R&M) By: Name: Title: SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THE WORD REDACTED.
SECOND AMENDMENT TO ASSET SALE AND PURCHASE AGREEMENT This SECOND AMENDMENT TO ASSET SALE AND PURCHASE AGREEMENT (this Second Amendment), dated as of February 15, 2011, is made and entered into by and between TOLEDO REFINING COMPANY LLC, a Delaware limited liability company (Buyer), and SUNOCO, INC. (R&M), a Pennsylvania corporation (Seller).
Capitalized terms used herein will have the same meaning as defined in the Agreement unless otherwise specified herein. R E C I T A L S: A. Seller and Buyer are parties to that certain Asset Sale and Purchase Agreement (the Agreement), dated as of December 2, 2010; and B. Seller and Buyer amended the Agreement pursuant to a First Amendment to Asset Sale and Purchase Agreement, dated as of January 18, 2011; and C. Seller and Buyer desire to amend the Agreement at this time pursuant to the terms and conditions of this Second Amendment. NOW THEREFORE, in consideration of the covenants and agreements hereunder and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows: 1.
SELLER: SUNOCO, INC. (R&M), a Pennsylvania corporation By: Name: Stacy L. Fox Title: Senior Vice President, General Counsel and Corporate Secretary BUYER: TOLEDO REFINING COMPANY LLC, a Delaware Limited Liability Company By: Name: Jeffrey Dill Title: Secretary 6 EXHIBIT I Part II of Schedule 2.6.3.2 Toledo Hydrocarbon Inventory Valuation: All Hydrocarbon Inventory, at all sites, will be valued as of the Hydrocarbon Inventory Transfer Time using the pricing basis noted below. Raw Materials/Feedstocks Pricing: The purchase price for the portion of the Hydrocarbon Inventory associated with the raw materials/feedstocks inventory components set forth below under the heading Inventory Component (the Feedstock) shall be based on the following: (i) for Feedstock where Seller has contract purchases for the month prior to closing for that particular grade of Feedstock, the REDACTED will be used. Contracts for the month prior to close are based on either the REDACTED, during the month REDACTED, plus REDACTED during the month REDACTED, plus REDACTED as dictated by contract.
For avoidance of doubt, an example of typical pricing for Domestic and Canadian crudes using the formulas shown above is shown in Exhibit 2 to this Hydrocarbon Inventory Schedule. (ii) For inventory where Seller does not have contract purchases for the month prior to closing for that particular grade of Feedstock, but there is a publication related differential price to WTI, the Parties shall use REDACTED as the publication for the differential during the trade month REDACTED and apply the differential to the REDACTED, during the month REDACTED, plus REDACTED. For example, if the Closing occurs Feb 1, 2011, the Parties shall use the REDACTED. SELLER: SUNOCO, INC. (R&M), a Pennsylvania corporation By: Name: Stacy L.
Fox Title: Senior Vice President & General Counsel BUYER: TOLEDO REFINING COMPANY LLC, a Delaware Limited Liability Company By: Name: Jeffrey Dill Title: Secretary Signature page to Third Amendment SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THE WORD REDACTED. FINAL AMENDED AND RESTATED AMENDED AND RESTATED DISCLOSURE SCHEDULES TO ASSET SALE AND PURCHASE AGREEMENT BY AND BETWEEN TOLEDO REFINING COMPANY LLC AND SUNOCO, INC. (R&M) These amended and restated disclosure schedules (the Disclosure Schedules) are being delivered pursuant to the Asset Sale and Purchase Agreement (the Agreement), dated as of December 2, 2010, entered into by and between Toledo Refining Company LLC and Sunoco, Inc.
Capitalized terms used but not defined herein shall have the same meanings given them in the Agreement. These Disclosure Schedules are arranged in sections corresponding to the numbered and lettered sections and subsections contained in the Agreement, and the disclosures in any section or subsection of the Disclosure Schedules shall qualify other sections and subsections of the Agreement to the extent the applicability of the disclosures to other non-referenced sections or subsections is reasonably apparent. Disclosure of any information or document herein is not a statement or admission that it is material or required to be disclosed herein. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred (except as specifically stated herein). References to any Contract, benefit plan, permit, Order, instrument, document or legal proceeding are qualified in their entirety by reference to more detailed information in documents attached hereto or previously delivered or made available to Buyer and its representatives. Prior to the Closing, Seller may supplement or amend these Schedules pursuant to Section 5.6 of the Agreement. Descriptive headings in the Disclosure Schedules are inserted only for reference purposes and for convenience of the reader.
1 Schedule 1.1 Definitions and Interpretations See Execution Copy of the Agreement. 2 Schedule 1.1A Sellers Knowledge James Keeler Michael Colavita Roger Lyle Steve Coladonato Elaine Moore Thomas Scargle David Sexton Boyd Foster John Pickering Robert Deitz Robert Vryhof Bruce Fischer Elizabeth Bilotta Jeff Coleman Jack Parsil Chris L. McCormick John T. Steve Herzog The following individuals are included hereon solely with respect to such individuals knowledge of their subject matter areas of expertise, as specified below: Arnold Dodderer Environmental Issues James Davies Real Estate Issues 3 Schedule 1.1B Buyers Knowledge Joe Niedecken Ed Jacoby Jim Fedena John Launchi Don Lucey Todd OMalley James Yates Matt Flanagan Matt Lucey Jeffrey Dill 4 Schedule 2.1.1 Owned Real Property 1.