Corporation By:
/s/ Tyson Yates
Name: Tyson Yates Title: Vice President
[Signature Page to Equity Commitment Letter from Aircraft Services Corporation]
Agreed to and accepted: Arc Terminals Joliet Holdings LLC By:
Arc Terminals Holdings LLC, its sole
member
By: Arc Logistics LLC, its sole member By:
Arc Logistics Partners LP, its sole
member
By:
Arc Logistics GP LLC, its
general partner
By:
/s/ Vincent T. Cubbage
Name: Vincent T. Cubbage Title: Chief Executive Officer
[Signature Page to Equity Commitment Letter from Aircraft Services Corporation]
Schedule A
Co-Sponsor
Dollar Commitment
Arc Logistics Partners LP
$ 129,600,000.00
Aircraft Services Corporation
$ 86,400,000.00
Schedule A
Exhibit B
Deposit Letter of Credit
[Attached]
IRREVOCABLE STANDBY LETTER
OF CREDIT NUMBER: 70000771
ISSUANCE DATE: February 19, 2015
Expiry Date:
February 19, 2016.
APPLICANT:
Arc Terminals Holdings LLC
c/o Arc Logistics Partners LP
725 Fifth Avenue, 19th Floor
New York, NY 10022
BENEFICIARY:
CenterPoint Properties Trust
1808 Swift Drive
Oak Brook, IL 60523
FOR: $10,000,000.00
(Ten Million and No/100 United States Dollars)
DATE OF EXPIRATION: February 19, 2016
PLACE OF EXPIRATION: AT OUR COUNTERS
WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. 70000771 IN
YOUR FAVOR AT THE REQUEST FOR THE ACCOUNT OF THE ABOVE-REFERENCED APPLICANT
AVAILABLE BY YOUR DRAFT DRAWN ON US PAYABLE AT SIGHT FOR ANY SUM OF MONEY NOT TO
EXCEED A TOTAL OF THE AMOUNT REFERENCED ABOVE (THE "AVAILABLE AMOUNT").
FUNDS UNDER THIS LETTER OF CREDIT ARE AVAILABLE TO YOU IN ONE DRAWING UPON
PRESENTATION OF THIS LETTER OF CREDIT AND ACCOMPANIED BY A DATED CERTIFICATE
PURPORTEDLY SIGNED BY ONE OF THE OFFICIALS OF THE BENEFICIARY, IN THE FORM OF
ANNEX A HERETO AND APPROPRIATELY COMPLETED.
THIS LETTER OF CREDIT IS NOT TRANSFERABLE BY THE BENEFICIARY.
ALL DRAFTS MUST REFERENCE THE NUMBER AND ISSUE DATE OF THIS CREDIT.
THIS LETTER OF CREDIT IS ISSUED SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES
1998 PUBLICATION 590 (THE "ISP 98").
THIS LETTER OF CREDIT IS EFFECTIVE IMMEDIATELY. THE DATE OF EXPIRY IS SET FORTH
HEREIN. IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT WILL BE DEEMED
AUTOMATICALLY EXTENDED FOR SUCCESSIVE ONE YEAR PERIODS FROM THE PRESENT OR ANY
FUTURE EXPIRATION PERIOD, UNLESS WE NOTIFY YOU, IN WRITING, BY OVERNIGHT COURIER
AT THE ABOVE STATED ADDRESS, NOT LESS THAN SIXTY (60) DAYS PRIOR TO ANY SUCH
DATE, THAT WE HAVE ELECTED NOT TO EXTEND SUCH STATED EXPIRATION DATE FOR SUCH
ADDITIONAL PERIOD (SUCH NOTICE, A
"TERMINATION NOTICE"). IN THE EVENT YOU ARE SO NOTIFIED, YOU SHALL HAVE THE
RIGHT TO DRAW UPON THE AVAILABLE AMOUNT OF THIS LETTER OF CREDIT PRIOR TO SUCH
STATED EXPIRATION DATE, UPON PRESENTATION OF A DRAWING REQUEST IN ACCORDANCE
WITH ANNEX A OF THIS LETTER OF CREDIT (SUCH DRAW, A "TERMINATION DRAW").
WE HEREBY AGREE WITH YOU THAT ALL DRAFTS DRAWN IN COMPLIANCE WITH THE TERMS OF
THIS LETTER OF CREDIT WILL BE DULY HONORED UPON PRESENTATION AND DELIVERY OF THE
DOCUMENTS SPECIFIED ABOVE TO THE BELOW ADDRESS ON OR BEFORE FEBRUARY 19,