8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 19, 2015

ARC LOGISTICS PARTNERS LP

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

001-36168	36-4767846
(Commission File Number)	(IRS Employer Identification No.)

725 Fifth Avenue, 19th Floor New York, New York	10022
(Address of principal executive offices)	(Zip Code)

(212) 993-1290

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

JBBR Acquisition

JBBR Purchase Agreement

On February 19, 2015, Arc Terminals Joliet Holdings LLC, a Delaware limited liability company (“Buyer”) and a wholly owned subsidiary of Arc Logistics Partners LP (the “Partnership”) that will, upon the closing of the acquisition described herein, be owned jointly by the Partnership and an affiliate of GE Energy Financial Services (“GE EFS”), entered into a Membership Interest Purchase Agreement (the “JBBR Purchase Agreement”) pursuant to which Buyer has agreed, subject to the terms and conditions thereof, to acquire from CenterPoint Properties Trust (the “Seller”), for a base cash purchase price of $216 million, all of the issued and outstanding membership interests in Joliet Bulk, Barge & Rail LLC (“JBBR”; and such acquisition, the “JBBR Acquisition”), which among other things owns a crude-by-rail terminal facility and a 4-mile crude oil pipeline that are in the final stages of construction in Joliet, Illinois (the “Facility”). In connection with the JBBR Acquisition, the Partnership has entered into a joint venture arrangement with GE EFS. Upon the closing of the JBBR Acquisition (the “Closing”), an affiliate of GE EFS will own 40% of Buyer, with the remaining 60% owned by the Partnership. The Partnership will manage the ongoing operations of Buyer and its subsidiaries, including JBBR.

The base purchase price payable by Buyer for JBBR is subject to downward adjustment if, under the contractual arrangements with the Facility’s major customer, the Facility is not commercially operable within 30 days of the Facility’s guaranteed completion date (which is currently scheduled for April 19, 2015) and, thereafter, the Facility’s major customer, as the current sole contracted customer of the Facility pursuant to a three-year terminal services agreement (based on minimum throughput commitments), elects in accordance with such agreement to reduce the volumes it has committed to the Facility and the fees associated therewith (the base purchase price, as adjusted, the “JBBR Purchase Price”). Buyer is also required to pay to the Seller earn-out payments for each barrel of petroleum product that is either delivered to or received from the Facility (without duplication) or for which JBBR receives payment under minimum volume commitments regardless of actual throughput activity. Buyer’s earn-out obligations to Seller will terminate upon the payment, in the aggregate, of $27 million.

The Closing is subject to customary closing conditions as well as the commencement of the payment obligations of the Facility’s major customer pursuant to its terminal services agreement with JBBR (which will occur at the time the Facility becomes commercially operable). The Partnership expects the Closing to occur in mid to late April 2015. Either Buyer or the Seller may terminate the JBBR Purchase Agreement without liability if the Closing has not occurred on or before May 18, 2015.

In connection with the execution and delivery of the JBBR Purchase Agreement, the Partnership delivered to Seller on behalf of Buyer a deposit letter of credit (the “Letter of Credit”) issued by SunTrust Bank in the amount of $10 million. Upon the occurrence of certain termination events attributable to Buyer’s failure to close the JBBR Acquisition, the Seller has the right to either draw upon the Letter of Credit as liquidated damages or exercise rights of specific performance, as more fully set forth in the JBBR Purchase Agreement. Seller’s right of specific performance includes the right to enforce equity commitment letters delivered to Buyer by, respectively, the Partnership and an affiliate of GE EFS (as described below), subject to the terms and conditions of such equity commitment letters.

At the Closing, the Seller and JBBR will enter into a construction management agreement under which the Seller will manage the performance and completion of any remaining final construction work at the Facility at its sole cost. At the Closing, a portion of the JBBR Purchase Price equal to the Seller’s good faith estimate of such costs, plus certain final payments to come due under the Facility’s construction contract upon final completion thereof, will be placed into third-party escrow and drawn on from time to time by the Seller to satisfy such amounts.

The JBBR Purchase Agreement contains customary representations and warranties and covenants, including provisions for indemnification, subject to the limitations described in the JBBR Purchase Agreement.

The foregoing description of the JBBR Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the JBBR Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference. The representations, warranties and covenants contained in the JBBR Purchase Agreement were made solely for the purposes of the JBBR Purchase Agreement and as of specific dates, were solely for the benefit of the parties thereto, and are, in certain cases, subject to the limitation agreed upon by Buyer and Seller, including being qualified by confidential disclosure schedules exchanged between the parties in connection with the execution and delivery of the JBBR Purchase Agreement. The representations and warranties contained in the JBBR Purchase Agreement may have been made for the purposes of allocating contractual risk between the parties thereto rather than establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.

Equity Commitment Letters

On February 19, 2015, each of the Partnership and Aircraft Services Corporation (the “GE Equity Provider”), an affiliate of GE EFS, entered into separate equity commitment letters with Buyer under which the Partnership and GE Equity Provider agreed to contribute to Buyer sixty percent (60%) and forty percent (40%), respectively, of the JBBR Purchase Price to enable the Buyer to

consummate the acquisition of JBBR. The obligations of the Partnership and GE Equity Provider to make such funding available to the Buyer at the Closing are subject to customary funding conditions, including the satisfaction (or waiver by Buyer) of all conditions to Buyer’s obligation to consummate the JBBR Acquisition pursuant to the JBBR Purchase Agreement, as more fully set forth in the respective equity commitment letters provided by the Partnership and GE Equity Provider. Following the Closing, the Partnership and GE EFS will indirectly own sixty percent (60%) and forty percent (40%), respectively, of the Buyer.

The Partnership intends to fund its obligations under its equity commitment letter as described below under “Financing of the Partnership Equity Commitment.”

The foregoing description of the equity commitment letters to be provided by the Partnership (the “Partnership Equity Commitment Letter”) and GE Equity Provider (the “GE Equity Commitment Letter” and, together with the Partnership Equity Commitment Letter, the “Equity Commitment Letters”) are not complete and are qualified in their entirety by reference to the full text of the Partnership Equity Commitment Letter and the GE Equity Commitment Letter, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Interim Investors Agreement

On February 19, 2015, the Partnership and EFS-S LLC (and an affiliate of GE EFS and, as such, “GE JV Partner”) entered into an interim investors agreement (the “Interim Investors Agreement”), which governs the actions of Buyer and the relationship between the Partnership and GE JV Partner as it relates to Buyer until the earlier of the Closing and the termination of the JBBR Purchase Agreement. The Partnership and GE JV Partner have agreed to enter into an amended and restated limited liability company agreement of Buyer concurrently with the Closing on terms consistent with terms set forth in the Interim Investors Agreement.

The Interim Investors Agreement provides that certain matters require the consent of both the Partnership and GE JV Partner, including with respect to (i) amending or modifying the JBBR Purchase Agreement or waiving any of Buyer’s rights thereunder, (ii) waiving any condition to the Closing, (iii) determining that Seller has breached any of its representations, warranties or covenants under the JBBR Purchase Agreement or enforcing Buyer’s remedies in connection therewith and (iv) Buyer entering into certain agreements prior to the Closing. The consent of the Partnership or GE JV Partner will not be required in the event such party (or such party’s affiliate a party to the GE Equity Commitment Letter), has, among other things, failed to fund its equity commitment to Buyer or breached its obligations under the Interim Investors Agreement. The Partnership will have sole authority with respect to agreements to be entered into or actions to be taken relating to the financing of the Partnership Equity Commitment, as described below. The Interim Investors Agreement also contains provisions that require each of the Partnership and GE JV Partner to indemnify the other party for any losses suffered by the indemnified party if, among other things, the indemnifying party (or, in the case of GE JV Partner, its affiliate a party to the GE Equity Commitment Letter) failed to fund its equity commitment, or if Buyer breached its obligations under the JBBR Purchase Agreement, and such breach resulted from the GE JV Partner (or its affiliate a party to the GE Equity Commitment Letter) or the Partnership causing the Closing of the JBBR Acquisition not to occur.

The foregoing description of the Interim Investors Agreement is not complete and is qualified in its entirety by reference to the full text of the Interim Investors Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Material Relationships Relating to Interim Investors Agreement

GE EFS owns, indirectly, interests in Lightfoot Capital Partners, LP and in its general partner, Lightfoot Capital Partners GP LLC (together, “Lightfoot”). Lightfoot has a significant interest in the Partnership through its ownership of a 42.9% limited partner interest in the Partnership (prior to giving effect to the issuance by the Partnership of common units in the PIPE Transaction described below), 100% of the limited liability company interests in Arc Logistics GP LLC, the general partner of the Partnership (the “General Partner”), and all of the Partnership’s incentive distribution rights. A Managing Director of GE EFS, which is an affiliate of General Electric Capital Corporation, serves on the board of directors of the General Partner.

Financing of the Partnership Equity Commitment

PIPE Transaction

On February 19, 2015, the Partnership entered into a Unit Purchase Agreement (the “PIPE Purchase Agreement”) with the purchasers named therein (the “PIPE Purchasers”) to sell 4,411,765 common units at a price of $17.00 per unit (the “Common Unit Purchase Price”) in a private placement (the “PIPE Transaction”). The Common Unit Purchase Price will be reduced by the Partnership’s first quarter 2015 distribution in respect of its Common Units if the closing of the PIPE Transaction is after the record date for such distribution. The Partnership will use the proceeds from the private placement (totaling $75 million before placement agent commissions and expenses) to fund a portion of the Partnership’s obligations (the “Partnership Equity Commitment”) under the Partnership Equity Commitment Letter. If the PIPE Purchase Agreement is terminated pursuant to its terms, including on account of

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the termination of the JBBR Purchase Agreement or if the closing under the PIPE Purchase Agreement fails to occur by May 18, 2015, the Partnership shall pay to each PIPE Purchaser a commitment fee of 1% of such PIPE Purchaser’s commitment amount under the PIPE Purchase Agreement. During the period commencing on the date of execution of the PIPE Purchase Agreement and ending 90 days following the date of the closing of the PIPE Transaction, the Partnership is restricted under the PIPE Purchase Agreement from issuing, without the consent of the PIPE Purchasers holding a majority of the purchased Common Units (or, prior to closing, the PIPE Purchasers entitled to acquire at closing a majority of such Common Units), equity securities of the Partnership except for, in general, common units of the Partnership issued at or above a stated issuance price in (or to fund) an acquisition that is determined by the Board of Directors of the general partner of the Partnership to result in an increase in the Partnership’s distributable cash flow over the first full four quarters following such acquisition. The issuance of the Common Units pursuant to the PIPE Purchase Agreement is being made in reliance upon an exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) pursuant to Section 4(a)(2) thereof.

The closing of the PIPE Transaction is subject to certain customary conditions, including the concurrent closing of the JBBR Acquisition and the funding by the lenders under the Debt Financing.

Pursuant to the PIPE Purchase Agreement, the Partnership has agreed to enter into a Registration Rights Agreement with the PIPE Purchasers in connection with the closing of the PIPE Transaction, pursuant to which the Partnership will file and maintain a registration statement with respect to the resale of the Common Units on the terms and conditions set forth therein.

The PIPE Purchase Agreement contains customary representations, warranties and covenants, including indemnification provisions, subject to the limitations set forth therein.

The foregoing description of the PIPE Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the PIPE Purchase Agreement, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Material Relationships Relating to PIPE Transaction

MTP Energy Master Fund Ltd. (“Magnetar PIPE Investor”), one of the PIPE Purchasers, has committed $9.5 million to the purchase of Common Units in the PIPE Transaction. Magnetar Financial LLC controls the investment manager of the Magnetar PIPE Investor, and an affiliate of Magnetar Financial LLC also owns interests in Lightfoot Capital Partners, LP and in its general partner, Lightfoot Capital Partners GP LLC, which is the sole owner of the General Partner. The Head of the Energy Group of Magnetar Financial LLC also serves on the board of directors of the General Partner.

Debt Financing

On February 19, 2015, the Partnership’s operating subsidiary, Arc Terminals Holdings LLC, entered into a commitment letter with SunTrust Bank and SunTrust Robinson Humphrey, Inc. (together, “SunTrust” and such letter, the “Debt Commitment Letter”) that (i) sets forth the terms and conditions of an incremental senior secured credit facility (the “Incremental Facility”) consisting of an increase to the revolving credit facility set forth in the Second Amended and Restated Revolving Credit Agreement, dated as of November 12, 2013 (as amended, the “Existing Credit Agreement”), in an amount such that the aggregate amount of all outstanding loans and commitments under the Existing Credit Agreement will not exceed $275 million and the effectiveness of which remains subject to the receipt of consents from the necessary lenders under the Existing Credit Agreement and (ii) pursuant to which SunTrust agreed to provide 100% of a backstop senior secured credit facility of up to $275 million (the “Backstop Commitment” and, together with the Incremental Facility, the “Debt Financing”) in order to refinance the Existing Credit Agreement in the event that consents are not received from the necessary lenders to approve the Incremental Facility.

The obligations and commitments of SunTrust under the Debt Commitment Letter are subject to a number of customary conditions, including the simultaneous occurrence of the closing of the JBBR Acquisition and execution and delivery of certain definitive documentation. The commitments and obligations under the Debt Commitment Letter terminate on May 18, 2015 unless otherwise agreed.

The foregoing description of the Debt Commitment Letter is not complete and is qualified in its entirety by reference to the full text of the Debt Commitment Letter, which is filed as Exhibit 10.5 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above under the headings “Equity Commitment Letters” and “Debt Financing” is incorporated in this Item 2.03 by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above under the heading “PIPE Transaction” is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

The information set forth under Item 2.02 of this Current Report on Form 8-K is incorporated in this Item 7.01 by reference.

On February 20, 2015 the Partnership issued a press release announcing the JBBR Acquisition. A copy of the press release is furnished and attached as Exhibit 99.1 hereto and is incorporated herein by reference.

On February 20, 2015, the Partnership posted a presentation on the Investors page of its website, www.arcxlp.com, containing information regarding the JBBR Acquisition. A copy of this presentation is furnished and attached as Exhibit 99.2 hereto and is incorporated by reference into this Item 7.01.

The information provided in this Item 7.01 (including the press release and presentation furnished as Exhibits 99.1 and 99.2, respectively) shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, nor shall it be incorporated by reference in any filing made by the Partnership pursuant to the Securities Act, except to the extent that such filing incorporates by reference any or all of such information by express reference thereto.

Item 8.01. Other Events.

JBBR Overview

JBBR owns the Facility, which is under construction in Joliet, Illinois and located on a 151-acre parcel of owned real property. The Facility has an expandable loop track design and will initially be capable of receiving two, 120 car unit trains (each unit train with capacity of 60,000 to 70,000 barrels), with expansion capacity for a third unit train. The Facility has a 120 position unloading rack with 60 steaming positions that will initially be capable of unloading 85,000 barrels per day, with expansion capacity for a second unloading rack, which would increase the unloading capacity to 140,000 barrels per day. The Facility also has on-site storage and blending tanks with 300,000 barrels of capacity and permitting in place to double tank storage capacity, along with a direct rail connection to the Canadian National Railroad and the potential to directly connect to the Burlington Northern Santa Fe Railroad.

Through its wholly owned subsidiary, JBBR owns a 20-inch pipeline approximately four miles in length connecting the Facility to a common carrier pipeline, providing flow capacity of 210,000 barrels per day.

At Closing, the Facility will be supported by a terminal services agreement and a throughput and deficiency agreement with a major oil company, each having a term of three years based on minimum volume commitments.

JBBR also owns (i) an operational barge terminal located on the Des Plaines River, covering approximately 9.3 acres with approximately 600 linear feet of concrete seawall and approximately 1,850 linear feet of total river frontage, providing barge access to and from the Illinois and Mississippi Rivers and connecting the Great Lakes to the Gulf Coast and (ii) 84 acres of land adjacent to the Facility that provide the ability to further grow liquid or dry bulk operations and increase storage capacity.

Risk Factors

The Partnership may not be able to consummate its pending JBBR Acquisition, which could adversely affect the Partnership’s business, financial condition, results of operations and ability to make distributions to its unitholders.

The JBBR Purchase Agreement contains customary closing conditions. It is possible that one or more closing conditions may not be satisfied or, if not satisfied, that such condition may not be waived by the other party. Additionally, Buyer’s obligation to consummate the Closing is not conditioned on the completion of the related debt or equity financing, and Buyer may fail to satisfy its obligation to consummate the acquisition after all conditions precedent to such obligation have been satisfied.

Furthermore, the Partnership furnished the Seller with a Letter of Credit issued by SunTrust Bank in the amount of $10 million on behalf of Buyer. Subject to the Seller’s right to seek specific performance, the Seller may draw down on the Letter of Credit as liquidated damages as its sole and exclusive remedy if the JBBR Purchase Agreement is terminated due to (i) Buyer’s material uncured breach of the JBBR Purchase Agreement that results in a failure of the Seller’s conditions to the Closing or (ii) Buyer’s failure to close the JBBR Acquisition within three business days after the date on which it is obligated to close pursuant to the terms of the JBBR Purchase Agreement. In the event Buyer fails to complete the Closing by the date the Closing is required to have occurred under the JBBR Purchase Agreement, the Seller may seek specific performance of Buyer’s obligation to enforce the Equity

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Commitment Letters and fund the JBBR Purchase Price at Closing if (i) all of the conditions to Closing are satisfied, (ii) the Debt Financing has been funded or the parties providing the Debt Financing have confirmed in writing that the Debt Financing will be funded at Closing and (iii) the Seller has confirmed in writing that if specific performance is granted and Buyer funds the JBBR Purchase Price, the Seller will take such actions within its control to cause the Closing to occur.

If the Partnership does not consummate the JBBR Acquisition for the reasons described above, or otherwise, and the Seller exercises the remedies described above (whether by drawing down on the Letter of Credit or exercising rights of specific performance), the Partnership’s business, financial condition, results of operations and ability to make distributions to the Partnership’s unitholders could be adversely affected.

The JBBR Acquisition is subject to substantial risks that could adversely affect the Partnership business, financial condition, results of operations and the Partnership’s ability to make distributions to its unitholders.

The JBBR Acquisition involves potential risks, including, among other things:

• the validity of the Partnership’s assumptions about revenues, operating costs and capital expenditures of the Facility;

• the validity of the Partnership’s assessment of environmental and other liabilities;

• the costs associated with additional debt or equity capital, which may result in a significant increase in the Partnership’s interest expense and financial leverage resulting from the additional debt incurred to finance the acquisition, or the issuance of the common units on which the Partnership will make distributions, either of which could offset the expected accretion to the Partnership’s unitholders from such acquisition and could be exacerbated by volatility in the equity or debt capital markets;

• a failure to realize anticipated benefits, such as increased distributions, enhanced competitive position or new customer relationships;

• the incurrence of other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges;

• the limitations of the representations, warranties and indemnifications by the Seller in the JBBR Purchase Agreement, and the Partnership’s diligence into the business;

• operating a significantly larger combined organization and adding new or expanded operations;

• difficulties in the assimilation of JBBR and the Facility;

• an inability to replace the third-party contractor selected by JBBR to provide operating services to JBBR at the Facility, or the inability to hire, train or retain qualified personnel to manage and operate the Facility should the services of such third-party operator terminate;

• the potential impact of the announcement or consummation of the proposed acquisition on relationships, including with employees, suppliers, customers and competitors;

• coordinating geographically disparate organizations, systems and facilities; and

• the diversion of management’s and employees’ attention from other business concerns.

If any of these risks materialize, the JBBR Acquisition may adversely affect the Partnership’s business, financial condition, results of operations and ability to make distributions to its unitholders.

The representations, warranties, and indemnifications by the Seller are limited in the JBBR Purchase Agreement, and the Partnership’s diligence into the Facility has been limited; as a result, the assumptions on which the Partnership’s estimates of future results of the Facility have been based may prove to be incorrect in a number of material ways, resulting in the Partnership not realizing the expected benefits of the JBBR Acquisition.

The representations and warranties by the Seller are limited in the JBBR Purchase Agreement, and the Partnership’s diligence into the Facility has been limited. In addition, the JBBR Purchase Agreement does not provide any indemnities other than those specifically set forth in the JBBR Purchase Agreement and subject to the limitations set forth therein. As a result, the assumptions on which the Partnership’s estimates of future results of the Facility have been based may prove to be incorrect in a number of material ways, resulting in the Partnership not realizing its expected benefits of the JBBR Acquisition, including anticipated increased cash flow.

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Financing the JBBR Acquisition will materially increase the Partnership’s indebtedness.

The Partnership intends to finance a portion of the Partnership Equity Commitment under the Partnership Equity Commitment Letter with the proceeds from the PIPE Transaction and expects that the remaining portion of the Partnership Equity Commitment and related fees and expenses will be funded with borrowings under the Incremental Facility. This increase in the Partnership’s indebtedness may increase its interest expense and reduce its flexibility to respond to changing business and economic conditions or to fund capital expenditures or working capital needs.

The pendency of the JBBR Acquisition could adversely affect the business and operations of the Partnership and JBBR.

In connection with the pending JBBR Acquisition, some employees, suppliers, customers and competitors of each of the Partnership and JBBR may delay or defer decisions, which could negatively impact the revenues, earnings, cash flows and expenses of the Partnership or JBBR, regardless of whether the JBBR Acquisition is completed. In addition, due to operating covenants in the JBBR Purchase Agreement, JBBR may be unable, during the pendency of the JBBR Acquisition, to pursue certain strategic transactions, undertake certain significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions that are not in the ordinary course of business.

The ability of JBBR to generate cash is substantially dependent upon a terminal services agreement and a throughput and deficiency agreement, and if the customer fails to perform its contract obligations for any reason, the Partnership’s business, financial condition and results of operations and ability to make distributions to its unitholders may be materially and adversely affected.

The Facility will generate all of its revenues from its sole customer, which has entered into a terminal services agreement and a throughput and deficiency agreement with JBBR. The Partnership may not be able to replace the terminal services agreement or the throughput and deficiency agreement on desirable terms, or at all, if either agreement is terminated. Furthermore, there is no guarantee that JBBR will be able to attract and retain additional customers or develop additional sources of revenue. If the sole customer fails to perform its financial obligations to JBBR under the terminal services agreement and the throughput and deficiency agreement, the Partnership’s business, financial condition, results of operations and ability to make distributions to its unitholders could be materially and adversely affected.

The Facility is under construction and has not commenced operations and may not perform as expected. The Facility may fail to operate efficiently or reliably or as expected, which could adversely affect the Partnership’s business, financial condition, results of operations and ability to make distributions to its unitholders.

Although the Closing is conditioned upon, among other things, the Facility being commercially operable, the Facility remains under construction. Therefore, the Partnership’s expectations of the operating performance of the Facility is based on assumptions and estimates made without the benefit of operating history. The ability of the Facility to meet the Partnership’s performance expectations is subject to the risks inherent in newly constructed crude-by-rail terminal and pipeline facilities and the construction of such facilities. The Facility will be JBBR’s only operating asset and will initially generate all of its operating cash flow. It is possible that the Partnership will discover issues that adversely impact efficient and reliable operations, and the failure of the Facility to perform as the Partnership expects could have a material adverse effect on the Partnership’s financial condition, results of operations, cash flows and ability to make distributions to its unitholders.

JBBR is subject to interruptions of supply as a result of its reliance on railroads for transportation of domestic crude oil.

Rail transportation serves as a critical link in the supply of crude oil to the Facility. If the ability to transport crude oil by rail is disrupted because of accidents, weather interruptions, governmental regulation, congestion on rail lines, terrorism, other third-party action or casualty or other events, then JBBR could experience an interruption of supply or delivery, an increased cost of receiving crude oil or a decline in volumes unloaded at the Facility. Recent railcar accidents have led to increased legislative and regulatory scrutiny over the safety of transporting crude oil by rail. Various industry groups and government agencies have implemented and are considering additional new rail car standards, railroad operating procedures and other regulatory requirements. Changing operating practices, as well as potential new regulations on tank car standards and shipper classifications, could increase time required to move crude oil to and from the Facility, increase the cost of rail transportation and decrease the efficiency of JBBR’s receipts of crude oil by rail, any of which could materially reduce the volume of crude oil delivered by rail to the Facility and adversely affect the Partnership’s financial condition, results of operations and cash flows.

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The Partnership does not own 100% of the equity interests in JBBR, which may not be as effective in providing operational control as 100% ownership, and the Partnership may have conflicts of interests with its joint venture partner.

The Partnership has entered into a joint venture arrangement with an affiliate of GE EFS to own and manage the Facility.

Pursuant to the JBBR Purchase Agreement, the Partnership will own (indirectly through its holdings in Buyer) 60% of JBBR following the Closing, and the consent of GE EFS or an affiliate thereof (which will own, indirectly through its holdings in Buyer, 40% of JBBR following the Closing) will be required with respect to certain business decisions relative to the operation, ownership and governance of JBBR (and its subsidiaries) as well as with respect to the governance of Buyer, which is the entity that will ultimately be responsible for making distributions to the Partnership in respect of any distributions that it receives from JBBR. If there are disagreements between the Partnership and GE EFS regarding the business and operations of JBBR, the Partnership cannot assure you that it will be able to resolve them in a manner that will be in its best interests. In addition, the Partnership’s joint venture partner (i.e., GE EFS or its affiliate) may (i) have economic or business interests or goals that are inconsistent with the Partnership’s interests, (ii) take actions contrary to the Partnership’s instructions, requests, policies or objectives, (iii) be unable or unwilling to fulfill its obligations, (iv) have financial difficulties or (v) have disputes with the Partnership as to the scope of its responsibilities and obligations. Any of these and other factors may materially and adversely affect the performance of JBBR, which may in turn materially and adversely affect the Partnership’s financial condition and results of operations.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

2.1	Membership Interest Purchase Agreement by and between CenterPoint Properties Trust, as Seller, and Arc Terminals Joliet Holdings LLC, as Buyer, dated as of February 19, 2015*
10.1	Letter Agreement by and between Arc Terminals Joliet Holdings LLC and Arc Logistics Partners LP dated February 19, 2015
10.2	Letter Agreement by and between Arc Terminals Joliet Holdings LLC and Aircraft Services Corporation dated February 19, 2015
10.3	Interim Investors Agreement by and among Arc Terminals Joliet Holdings LLC, Arc Logistics Partners LP and EFS-S LLC dated as of February 19, 2015
10.4	Unit Purchase Agreement, dated as of February 19, 2015, by and among Arc Logistics Partners LP and the purchasers named therein
10.5	Debt Commitment Letter by and among SunTrust Bank and SunTrust Robinson Humphrey, Inc. and Arc Terminals Holdings LLC dated February 19, 2015
99.1	Press Release dated February 20, 2015
99.2	Investor Presentation dated February 19, 2015

* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Partnership agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ARC LOGISTICS PARTNERS LP
	By:	ARC LOGISTICS GP LLC, its General Partner
Date: February 20, 2015	By:	/s/ Vincent T. Cubbage
		Name: Vincent T. Cubbage
		Title:   Chief Executive Officer

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EX-2.1

Exhibit 2.1

EXECUTION VERSION

MEMBERSHIP INTEREST PURCHASE AGREEMENT

by and between

CENTERPOINT PROPERTIES TRUST, as Seller

and

ARC TERMINALS JOLIET HOLDINGS LLC, as Buyer

February 19, 2015

TABLE OF CONTENTS

Page No.

Article I DEFINED TERMS AND CONSTRUCTION 1

Section 1.1	Defined Terms	1
Section 1.2	Rules of Construction	1

Article II PURCHASE AND SALE OF MEMBERSHIP INTERESTS 2

Section 2.1	Purchase and Sale of Membership Interests of the Company	2
Section 2.2	Purchase Price	3
Section 2.3	Deposit	3
Section 2.4	Determination of Purchase Price Adjustment	3
Section 2.5	Purchase Price Allocation	6

Article III REPRESENTATIONS AND WARRANTIES OF SELLER 7

Section 3.1	Organization	7
Section 3.2	Authority	7
Section 3.3	No Conflicts	7
Section 3.4	Governmental Approvals	8
Section 3.5	Compliance with Certain Laws	8

Article IV REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES 8

Section 4.1	Organization	8
Section 4.2	No Conflicts	9
Section 4.3	Consents and Approvals	9
Section 4.4	Membership Interests; Capitalization	9
Section 4.5	Bank Accounts	10
Section 4.6	Taxes	10
Section 4.7	Actions	12
Section 4.8	Compliance With Laws	12
Section 4.9	Real Property	12
Section 4.10	Assets; Equipment	13
Section 4.11	Intellectual Property	14
Section 4.12	Contracts	14
Section 4.13	Insurance	16
Section 4.14	Affiliate Transactions	16
Section 4.15	Employees Matters	16
Section 4.16	Environmental Matters	16
Section 4.17	Brokers	17
Section 4.18	Indebtedness	17
Section 4.19	No Undisclosed Liabilities	17
Section 4.20	No Other Representations Or Warranties	17

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Article V REPRESENTATIONS AND WARRANTIES OF BUYER 18

Section 5.1	Organization	18
Section 5.2	Authority	18
Section 5.3	No Conflicts	18
Section 5.4	Governmental Approvals	18
Section 5.5	Forecasts and Projections	19
Section 5.6	Financing	19
Section 5.7	Brokers	20
Section 5.8	Investment Representations; Buyer Acknowledgment	20

Article VI COVENANTS 21

Section 6.1	Conduct and Operations	21
Section 6.2	Access of Buyer	23
Section 6.3	[RESERVED]	24
Section 6.4	Approvals	24
Section 6.5	Resignation and Removal	25
Section 6.6	Notification of Certain Matters	25
Section 6.7	Confidentiality	25
Section 6.8	Exclusivity	26
Section 6.9	Eminent Domain Proceeds	27
Section 6.10	Non-Solicitation of Employees	27
Section 6.11	Deposit Letter of Credit	27
Section 6.12	Bonds and Letters of Credit	27
Section 6.13	[RESERVED]	28
Section 6.14	Commencement Date	28
Section 6.15	Final Completion	28
Section 6.16	Financing	29
Section 6.17	Financing Cooperation	30
Section 6.18	Insurance	32
Section 6.19	Title Insurance	32
Section 6.20	Surveys	32
Section 6.21	Payables	32
Section 6.22	Receivables	32
Section 6.23	Purchase Option	33
Section 6.24	Books and Records	33
Section 6.25	Further Assurances	33

Article VII TAX MATTERS 33

Section 7.1	Retention of Records	33
Section 7.2	Cooperation	33
Section 7.3	Transfer Taxes	34
Section 7.4	Tax Returns	34
Section 7.5	Proration of Straddle Period Taxes	34
Section 7.6	Tax Refunds	35
Section 7.7	Amended Tax Returns	35
Section 7.8	Tax Sharing Agreements	35

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Section 7.9	Withholding	35
Section 7.10	Tax Attributes	36
Section 7.11	Miscellaneous	36

Article VIII CONDITIONS TO CLOSING 36

Section 8.1	Conditions to Obligation of Buyer to Close	36
Section 8.2	Conditions to Obligation of Seller to Close	37

Article IX CLOSING 38

Section 9.1	Closing	38
Section 9.2	Closing Deliverables of Seller	38
Section 9.3	Closing Deliverables of Buyer	39

Article X INDEMNIFICATION 40

Section 10.1	Indemnification by Seller	40
Section 10.2	Indemnification by Buyer	40
Section 10.3	Limitations on Indemnification	40
Section 10.4	Survival	42
Section 10.5	Express Negligence	43
Section 10.6	Exclusive Remedy	43
Section 10.7	Non-Compensatory Damages	44
Section 10.8	Set-off	44
Section 10.9	No Circular Recovery	44
Section 10.10	Procedures for Indemnification	45

Article XI TERMINATION 47

Section 11.1	Termination	47
Section 11.2	Effect of Termination	47
Section 11.3	Specific Performance; Remedies	48

Article XII MISCELLANEOUS 49

Section 12.1	Expenses	49
Section 12.2	Schedules	50
Section 12.3	Notices	50
Section 12.4	Amendments	51
Section 12.5	Waiver	52
Section 12.6	Public Announcements	52
Section 12.7	Assignment	52
Section 12.8	Parties in Interest	52
Section 12.9	Counterparts	52
Section 12.10	Governing Law; Jurisdiction	53
Section 12.11	Waiver of Jury Trial	53
Section 12.12	No Recourse	54
Section 12.13	Severability	54
Section 12.14	Entire Agreement	54

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ANNEXES
Annex I	Definitions
EXHIBITS
Exhibit A	Form of Assignment of Membership Interests
Exhibit B	Form of Construction Management Agreement
Exhibit C	Barge Terminal Assets
Exhibit D	Expansion Land
Exhibit E	Escrow Agreement
Exhibit F	Purchase Option Property
SCHEDULES
Schedule 2.5	Asset Allocation
Schedule 3.4	Seller Governmental Approvals
Schedule 4.1	Jurisdictions
Schedule 4.3	Consents and Approvals
Schedule 4.5	Bank Accounts
Schedule 4.6	Taxes
Schedule 4.7	Actions
Schedule 4.8(b)	Compliance with Laws
Schedule 4.9(a)	Real Property
Schedule 4.9(b)	Real Property
Schedule 4.9(c)	Real Property
Schedule 4.10(b)	Assets; Equipment
Schedule 4.12	Contracts
Schedule 4.13	Insurance
Schedule 4.14	Affiliate Transactions
Schedule 4.16	Environmental Matters
Schedule 4.19	No Undisclosed Liabilities
Schedule 6.1(A)	Conduct and Operations
Schedule 6.1(B)	Capital Commitments
Schedule 6.1(b)(viii)	Interim Period Purchase or Sale of Assets
Schedule 6.1(b)(ix)	Form of Certain Agreements
Schedule 6.12(a)	Bonds and Letters of Credit
Schedule 9.2(f)	Third Party Consents
Schedule 10.1(e)	Specified Indemnities
Schedule A-I	Permitted Liens

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MEMBERSHIP INTEREST PURCHASE AGREEMENT

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”).

RECITALS

WHEREAS, Seller is the owner of all of the issued and outstanding membership interests of Joliet Bulk, Barge & Rail LLC, a Delaware limited liability company (the “Company”), and the Company is the owner of all of the issued and outstanding membership interests of JBBR Pipeline LLC, a Delaware limited liability company (the “Pipeline Sub” and, together with the Company, the “Acquired Companies”);

WHEREAS, the Company is developing a crude-by-rail off-loading terminal facility located in Joliet, Will County, Illinois (the “Rail Terminal”) and the Pipeline Sub is developing a pipeline that will be subject to the jurisdiction of the United States Federal Energy Regulatory Commission (“FERC”) pursuant to the Interstate Commerce Act and approximately four miles in length (the “Connecting Pipeline” and, together with the Rail Terminal, the “Project”) connecting the Rail Terminal to the Mokena-to-Joliet Pipeline;

WHEREAS, the Company owns (a) a barge terminal and related assets along the Des Plaines River more particularly described on Exhibit C (the “Barge Terminal Assets”) and (b) approximately 84 acres of real property adjacent to the Rail Terminal more particularly described on Exhibit D (the “Expansion Land”); and

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to transfer, assign and sell to Buyer, all of the issued and outstanding membership interests of the Company on the terms and conditions in this Agreement.

NOW THEREFORE, in consideration of the terms, conditions, representations, warranties, covenants and agreements set forth herein, the Parties agree as follows:

ARTICLE I

DEFINED TERMS AND CONSTRUCTION

Section 1.1 Defined Terms. Capitalized terms used herein that are defined in Annex I shall have the meanings set forth in Annex I unless the context otherwise requires.

Section 1.2 Rules of Construction. The following rules of construction shall apply to this Agreement:

(a) All references in this Agreement to Annexes, Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Annexes, Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise.

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(b) Titles appearing at the beginning of any Articles, Sections, subsections and other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement and shall be disregarded in construing the language hereof.

(c) The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or other subdivision unless expressly so limited.

(d) The words “this Article,” “this Section,” and “this subsection,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur.

(e) Wherever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limiting the foregoing in any respect.”

(f) All references to “$,” “dollars” or “Dollars” shall be deemed references to (and all amounts payable under this Agreement shall be paid in) United States Dollars.

(g) Each accounting term not defined herein will have the meaning given to it under GAAP as interpreted as of the Execution Date, unless expressly provided otherwise.

(h) Whenever this Agreement indicates that a document has been “made available” to Buyer, such statement will mean that such document was (i) delivered or provided to Buyer by Seller or its Representatives or (ii) made available for viewing by Buyer and its Representatives in the “Joliet” electronic data room operated by Merrill Corporation, as such materials were posted to the electronic data room at least three Business Days prior to the date of this Agreement and not removed on or prior to the date of this Agreement.

(i) Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.

(j) Reference to any agreement (including this Agreement), document or instrument shall include such agreement, document or instrument as amended or modified (including any waiver or consent thereto duly effected in accordance with the terms thereof) and in effect from time to time, unless specified otherwise.

ARTICLE II

PURCHASE AND SALE OF MEMBERSHIP INTERESTS

Section 2.1 Purchase and Sale of Membership Interests of the Company. On the terms and conditions in this Agreement, at the Closing, Seller shall sell, assign and transfer to Buyer, and Buyer shall purchase from Seller, all of the issued and outstanding membership interests of the Company (the “Membership Interests”), free and clear of all Liens, other than those created or imposed by Buyer or any Affiliate of Buyer or arising under securities Laws, in consideration of the payment by Buyer of the Closing Payment, as adjusted pursuant to Section 2.4.

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Section 2.2 Purchase Price. On the terms and conditions in this Agreement and as consideration for the Membership Interests, at the Closing, Buyer shall pay or cause to be paid to Seller an amount equal to (a) $216,000,000 (the “Purchase Price”), minus (b) the Adjustment Amount, if any (the Purchase Price, adjusted (if applicable) by the Adjustment Amount, the “Closing Payment”), in cash by wire transfer of immediately available funds to one or more accounts specified by Seller at least two Business Days before Closing; provided that (i) at the Closing, Buyer shall transfer to the Escrow Agent a portion of the Closing Payment equal to the Final Completion Escrow Amount (as determined pursuant to Section 6.15(c)); and (ii) if the Purchase Price has been reduced by any Adjustment Amount and the Preliminary Settlement Statement delivered by Seller pursuant to Section 2.4(a) includes any Contested Amounts, at the Closing, Buyer shall deposit into a segregated account of Company or Buyer (and shall keep in such segregated account until paid to Seller or released to Buyer in accordance with Section 2.4(a)(iii) (as applicable)), cash by wire transfer of immediately available funds equal to the Contested Amounts.

Section 2.3 Deposit. Upon the execution of this Agreement, Buyer has furnished to Seller an irrevocable letter of credit with a face value of $10,000,000 (the “Deposit Letter of Credit”) issued by Suntrust Bank (the “L/C Issuer”). If Seller makes any draw upon the Deposit Letter of Credit Seller shall direct the L/C Issuer to remit the proceeds of such draw to the Escrow Agent and such proceeds shall thereafter be subject to the terms hereof and of the Escrow Agreement.

Section 2.4 Determination of Purchase Price Adjustment.

(a) Preliminary Settlement Statement.

(i) At least three Business Days before Closing, Seller shall submit in writing to Buyer its good faith determination (the “Preliminary Settlement Statement”) of the Closing Payment. Prior to Closing, the Parties shall cooperate in good faith to answer any questions and resolve any issues raised in good faith by Buyer and its Representatives in connection with their review of the Preliminary Settlement Statement.

(ii) If the Closing Payment includes a reduction in the Purchase Price for any Adjustment Amount, Seller may provide in the Preliminary Settlement Statement its good faith determination that (A) with respect to any Adjustment Amount made pursuant to clause (a) of the definition of Adjustment Amount, the Major Customer does not have the right to reduce the Base Fee and the Exercised Option Fee pursuant to Section 1.3(b)(i) of the Terminal Services Agreement; (B) with respect to any Adjustment Amount made pursuant to clause (b) of the definition of Adjustment Amount, the Major Customer does not have the right to reduce the Base Fee and the Exercised Option Fee pursuant to Section 1.3(b)(ii) of the Terminal Services Agreement; and/or (C) with respect to any Adjustment Amount made pursuant to clause (c) of the definition of Adjustment Amount, the

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Major Customer does not have the right to reduce the TSA Minimum Volume Commitment pursuant to Section 1.3(c) of the Terminal Services Agreement (the sum of all portions of the Adjustment Amount with respect to which Seller provides such a determination shall be the “Contested Amounts”).

(iii) If Seller has specified any Contested Amounts in the Preliminary Settlement Statement, then (A) the Company shall invoice the Major Customer under the Terminal Services Agreement on the basis of Seller’s good faith determination with respect to Section 1.3 of the Terminal Services Agreement as reflected in the Preliminary Settlement Statement; (B) if at any time during the first three months following the Commencement Date, the Major Customer delivers written confirmation to the Company acknowledging its obligation to pay under the Terminal Services Agreement in accordance with all or part of Seller’s good faith determination, Buyer shall pay to Seller within 10 Business Days following receipt of such written confirmation, in cash by wire transfer of immediately available funds to the account specified for the Closing Payment, an amount equal to the portion of the Contested Amounts with respect to which the Major Customer has confirmed Seller’s good faith determination in writing; and (C) if the Major Customer does not provide the written confirmation described in clause (B) above and pays the Company’s invoices relating to the first three months following the Commencement Date (1) in a manner that is consistent with Seller’s good faith determination with respect to all of the clauses of the definition of Adjustment Amount, then Buyer shall pay to Seller within 10 Business Days following such payment by the Major Customer, in cash by wire transfer of immediately available funds to the account specified for the Closing Payment, an amount equal to the Contested Amounts, (2) in a manner consistent with Seller’s good faith determination with respect to some (but not all) of the clauses of the definition of Adjustment Amount, then Buyer shall pay to Seller within 10 Business Days following such payment by the Major Customer, in cash by wire transfer of immediately available funds to the account specified for the Closing Payment, an amount equal to the portion of the Contested Amounts that relate to the clauses of the definition of Adjustment Amount with respect to which the Major Customer’s payments were consistent, and Buyer shall be entitled to release and retain the remaining portion of the Contested Amounts or (3) in a manner that is other than as described in clause (1) or (2) above, then Buyer shall be entitled to release and retain the full amount of the Contested Amounts.

(b) Certain Post-Closing Payments.

(i) Subject to the provisions of Section 2.4(b)(ii), during the period commencing on the Closing Date and terminating on the date on which the Company has paid to Seller Earn-Out Payments pursuant to this Section 2.4(b) in an aggregate amount equal to $27,000,000 (the “Earn-Out Period”), Buyer will cause the Company to pay to Seller a per-Barrel payment of $0.25 for each Barrel of Product (the “Earn-Out Payment”) (A) for which the Company (or any of its Affiliates) received a payment in excess of $0.25 for such Barrel of Product in the prior calendar month from any Person not affiliated with the Company for

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delivery to, or receipt from, the Rail Terminal (without double counting) of such Barrel of Product or (B) without duplication of any amounts in the foregoing clause (A), for which the Company (or any of its Affiliates) received payment in the prior calendar month from any Person not affiliated with the Company irrespective of the failure of such Person to deliver to or receive from the Rail Terminal such Barrel of Product (for example in order to fulfill such Person’s obligation to pay a certain payment regardless of delivery or receipt of Product). This Section 2.4(b) is intended to compensate Seller through the Earn-Out Payment for each Barrel of Product moved through the Rail Terminal and for those Barrels of Product for which Company (or any of its Affiliates) receives payment where such Product is not moved through the Rail Terminal but with respect to which a fee is nevertheless paid to Company (or such Affiliate). Each Earn-Out Payment shall be paid within 30 days following the end of the applicable calendar month (or portion thereof) within the Earn-Out Period that Company received such payment. Each Earn-Out Payment shall be accompanied by a written statement setting forth in reasonable detail the Company’s good faith computation of such Earn-Out Payment (the “Earn-Out Statement”). The obligations of Buyer under this Section 2.4(b) shall apply regardless of any sale of the Company or its assets to any third party or any Affiliate of Buyer.

(ii) Each monthly Earn-Out Payment shall be adjusted (if applicable and solely during the period beginning on the Commencement Date and ending on the earlier of (i) the date that the TSA Minimum Volume Commitment is satisfied in accordance with the terms of the Terminal Services Agreement and (ii) the date that the Terminal Services Agreement is either (A) terminated or (B) amended in a manner (whether by reducing volume commitments, fees or otherwise) that in the aggregate reduces the Base Fee and/or Exercised Option Fee payable by the Major Customer (each such month, a “Monthly Period”)) in an amount equal to the difference between (x) the actual revenue earned by the Company under the Terminal Services Agreement for such Monthly Period (the “Monthly TSA Revenue”) and (y) the revenue the Company would have earned under the Terminal Services Agreement during such Monthly Period if the Base Fee and Exercised Option Fee were adjusted pursuant to Section 2.4 of the TSA Amendment (the “Monthly Amendment Revenue”). If, and only if, the Monthly Amendment Revenue is greater than the Monthly TSA Revenue for such Monthly Period, Buyer shall reduce the Earn-Out Payment with respect to such Monthly Period by an amount equal to such excess. For the avoidance of doubt, any such reduction shall not affect Seller’s rights pursuant to Section 2.4(b)(i) (including Seller’s right to receive up to $27,000,000 in total Earn-Out Payments).

(iii) Seller shall be given reasonable access to the Company’s Books and Records relating exclusively to (A) the determination of the number of Barrels on which the computation of such applicable Earn-Out Payment is based and (B) the computation of such applicable Earn-Out Payment as set forth in the Earn-Out Statement (in each case, during reasonable business hours and solely for the purpose of verifying the Company’s calculation of each Earn-Out Payment). All information disclosed to or obtained by Seller or its Representatives pursuant

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to this clause (iii) shall be kept confidential by Seller and such Representatives, and Seller shall not disclose such information to any Representatives other than those who have a reasonable need to know such information in connection with Seller’s verification of any such Earn-Out Payment; provided, that the information subject to this Section 2.4(b)(iii) will not include any information generally available to, or known by, the public (other than as a result of disclosure in violation hereof); provided, further, that the provisions of this Section 2.4(b)(iii) will not prohibit any retention of copies of records or disclosure (x) required by any applicable Law or Governmental Authority or in connection with any judicial or similar proceeding or Governmental Order so long as reasonable prior notice is given to Buyer of such disclosure and a reasonable opportunity is afforded Buyer to contest the same or (y) made in connection with the enforcement of any right or remedy relating to this Agreement or the transactions contemplated by this Agreement.

(iv) The right of Seller to receive any payment contemplated by this Section 2.4 (A) is solely a contractual right and is not a security for purposes of any federal or state securities Laws (and shall confer upon Seller only the rights of a general unsecured creditor under applicable state Law); (B) will not be represented by any form of certificate or other instrument; (C) does not give Seller any dividend rights, voting rights, liquidation rights, preemptive rights or other rights common to holders of the Buyer’s Equity Interests; and (D) is not redeemable.

Section 2.5 Purchase Price Allocation. Buyer and Seller agree that the transactions contemplated hereby shall be treated solely as the purchase and sale of assets for U.S. federal (and applicable state and local jurisdictions that follow the treatment of the Acquired Companies as disregarded entities) income Tax purposes and to allocate any amounts that are properly treated as consideration for U.S. federal income Tax purposes (including the Closing Payment, the Liabilities of the Acquired Companies, and any other item required by the Code) among the Company Assets for U.S. federal and applicable state and local income Tax purposes in accordance with the methodology set forth in Schedule 2.5 (the “Asset Allocation”). The Asset Allocation shall be completed in the manner required by Section 1060 of the Code. Buyer shall deliver a draft of the Asset Allocation within 120 days after the Closing Date. Seller shall have 15 days to provide Buyer with any objections to such draft Asset Allocation. Seller and Buyer shall use their respective commercially reasonable efforts to resolve any such objection; provided, however, that if Seller and Buyer are unable to resolve any dispute with respect to the Asset Allocation within 30 days after the delivery of the Asset Allocation to Seller, such dispute shall be resolved by Ernst & Young (the “Arbiter”); provided that if Ernst & Young is unwilling or unable to serve as Arbiter or as otherwise agreed by Buyer and Seller, the Parties shall agree to select another nationally recognized accounting firm of comparable stature reasonably acceptable to Buyer and Seller, provided that, if Buyer and Seller are unable to agree upon a replacement Arbiter within 40 days after delivery of Seller’s objection notice to the Asset Allocation, either Party may request for the president of the American Arbitration Association to appoint a senior partner in a nationally recognized accounting firm that has at least five years of energy expertise to serve as the Arbiter. The fees and expenses of the Arbiter shall be borne equally by Seller and Buyer. If Seller does not object within 15 days after the delivery of the

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Asset Allocation to Seller, then the parties agree to use the Asset Allocation as provided by Buyer. The Asset Allocation shall be revised after each adjustment, if any, has been made in accordance with this Agreement. The Asset Allocation, as finally determined pursuant to this Section 2.5, shall be reflected on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060), which form will be timely filed separately by Seller and Buyer with the Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Code. Each Party agrees not to take any position inconsistent with the allocations set forth in the Asset Allocation (as finally determined pursuant to this Section 2.5), including on any Tax Returns, unless required by a final determination as defined in Section 1313 of the Code or with the consent of the other Party.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

Subject to any disclosures in the Schedules, Seller represents and warrants to Buyer as of the Execution Date and as of the Closing Date (for the avoidance of doubt, to the extent any of the following representations or warranties refers to a state of affairs as of a specific date, such representation and warranty is made only with respect to such state of affairs as of such specific date):

Section 3.1 Organization. Seller is a real estate investment trust duly organized, validly existing and in good standing under the Laws of the State of Maryland. Seller has full power, authority and capacity to execute and deliver the Transaction Documents and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

Section 3.2 Authority. The execution, delivery and performance of the Transaction Documents by Seller, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by Seller, and no other action on the part of Seller is necessary to authorize the execution, delivery and performance of Transaction Documents by Seller and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Seller, and upon the execution and delivery by Buyer of this Agreement and by Seller and Buyer of the other Transaction Documents, the Transaction Documents shall constitute, the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, and except as enforceability may be limited by bankruptcy, insolvency, reorganizations, moratorium or other Laws affecting creditors’ rights generally or equitable principles.

Section 3.3 No Conflicts. The execution, delivery and performance by Seller of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate or conflict with the Organizational Documents of Seller, (b) assuming compliance with the matters referred to in Section 3.4, violate or conflict with any Law or (c) require any consent or other action by any Person under, constitute a default under, result in a violation of or conflict with, or give rise to any right of termination, cancellation, modification or acceleration of any right or obligation of Seller or to a loss of any benefit to which Seller is entitled under any provision of any Contract binding upon Seller, except, in the cases of clauses (b) and (c), for any such violations, conflicts, consents, actions, defaults, rights or losses of benefits that would not, individually or in the aggregate, reasonably be expected to constitute a Material Adverse Effect.

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Section 3.4 Governmental Approvals. Except as set forth on Schedule 3.4, the execution, delivery and performance by Seller of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby require no action by or in respect of, consent or approval of, or filing or notification by Seller with or to, any Governmental Authority, other than any such actions, notifications or filings the absence or omission of which would not, individually or in the aggregate, reasonably be expected to constitute a Material Adverse Effect.

Section 3.5 Compliance with Certain Laws. Neither Seller nor the Acquired Companies, nor any of their respective Representatives in connection with the development of the Project and ownership of the Barge Terminal Assets and the Expansion Land, has (i) violated any provision of any Anti-Bribery and Anti-Corruption Laws or (ii) directly or indirectly offered, paid, promised to pay, or authorized the offer, payment or promise of any advantage, financial or otherwise, or thing of value to any representative or agent of a Governmental Authority while knowing or having reason to know that all or a portion of such advantage or thing of value would be offered, given, or promised to such representative or agent of a Governmental Authority for the purposes of (A)(x) influencing any act or decision of such any representative or agent of a Governmental Authority in his or her official capacity or (y) rewarding the improper performance by any Person of its business or official activities; or (B) assisting any member of any of the Acquired Companies or Seller in obtaining or retaining business or a business advantage for any of the Acquired Companies or Seller.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES

Subject to any disclosures in the Schedules, Seller represents and warrants to Buyer as of the Execution Date and as of the Closing Date (for the avoidance of doubt, to the extent any of the following representations or warranties refers to a state of affairs as of a specific date, such representation and warranty is made only with respect to such state of affairs as of such specific date):

Section 4.1 Organization. Each of the Acquired Companies (a) is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware and (b) has all requisite power and authority to own, lease or otherwise hold and operate its assets and properties and to perform its obligations under its respective Contracts. The Acquired Companies are duly qualified, licensed or admitted to do business and are in good standing in the jurisdictions set forth on Schedule 4.1. The name of each manager and officer of each of the Acquired Companies on the Execution Date, and the position held by each, are set forth on Schedule 4.1. The copies of the Organizational Documents of the Acquired Companies which have been made available to Buyer reflect all amendments made thereto and are true and complete copies of the originals thereof. None of the Acquired Companies is in default or violation of any term, condition or provision of its Organizational Documents.

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Section 4.2 No Conflicts. The execution, delivery and performance by Seller of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate or conflict with the Organizational Documents of any Acquired Company, (b) assuming compliance with the matters referenced in Section 4.3, violate or conflict with any Law or (c) require any consent or other action by any Person under, constitute a default (or an event which with notice or lapse of time or both, would constitute a material default) under, result in a violation of or conflict with, or give rise to any right of termination, cancellation, modification or acceleration of any right or obligation of any Acquired Company or to a loss of any benefit to which any Acquired Company is entitled under any provision of any Contract binding upon such Acquired Company, except, in the cases of clauses (b) and (c), for any such violations, conflicts, consents, actions, defaults, rights or losses of benefits that would not, individually or in the aggregate, reasonably be expected to constitute a Material Adverse Effect.

Section 4.3 Consents and Approvals. Except as set forth on Schedule 4.3, the execution, delivery and performance by Seller of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby require no action by or in respect of, consent or approval of, or filing or notification by any Acquired Company with or to, any Governmental Authority, other than any such actions, notifications or filings the absence or omission of which would not, individually or in the aggregate, reasonably be expected to constitute a Material Adverse Effect.

Section 4.4 Membership Interests; Capitalization.

(a) As of the Execution Date and immediately prior to giving effect to the consummation of the transactions contemplated by this Agreement, Seller owns beneficially and of record all of the Membership Interests, free and clear of any Lien (other than pursuant to securities Laws), and no other Person (other than Seller) owns, of record or beneficially, any membership interest, securities convertible into or exchangeable for any membership interest, any Option or any other Equity Interests in the Company. There are no restrictions on or agreements with respect to the voting rights of the Membership Interests, including any proxies, voting trusts or similar arrangements. Upon the delivery of and payment for the Membership Interests as provided for in this Agreement, Buyer will receive good and valid title to all of the Membership Interests, free and clear of all Liens, other than Liens created or imposed by Buyer or an Affiliate of Buyer or arising under securities Laws.

(b) All of the Company’s issued and outstanding membership interests are owned by Seller, and the Membership Interests constitute all of the issued and outstanding membership or other Equity Interests in the Company. All of the Company’s issued and outstanding membership interests were duly authorized and validly issued and are fully paid and nonassessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). Except for the rights created pursuant to this Agreement, there are no outstanding options, warrants, convertible securities, exchangeable securities, phantom stock, profit participation, purchase rights, preemptive rights, exchange rights, puts, calls, rights of first refusal or other rights, agreements, arrangements or commitments (contingent or

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otherwise) of any kind relating to the right to subscribe for or purchase or sell membership or other Equity Interests in the Company or obligating the Company to issue or sell any membership or other Equity Interests in the Company. There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any membership or other Equity Interests in the Company or to provide funds to, or make any investment in, any other Person.

(c) Except for the Company’s ownership of Equity Interests in the Pipeline Sub, no Acquired Company owns any Equity Interests or other securities in any other Person. All of the Pipeline Sub’s issued and outstanding membership interests are owned by the Company, are free and clear of all Liens (other than pursuant to securities Laws), were duly authorized and validly issued and are fully paid and nonassessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). There are no outstanding options, warrants, convertible securities, exchangeable securities, phantom stock, profit participation, purchase rights, preemptive rights, exchange rights, puts, calls, rights of first refusal or other rights, agreements, arrangements or commitments (contingent or otherwise) of any kind relating to the right to subscribe for or purchase or sell any membership or other Equity Interests in the Pipeline Sub or obligating the Pipeline Sub to issue or sell any membership or other Equity Interests in the Pipeline Sub. There are no outstanding contractual obligations of the Pipeline Sub to repurchase, redeem or otherwise acquire any membership or other Equity Interests in the Pipeline Sub or to provide funds to, or make any investment in, any other Person.

Section 4.5 Bank Accounts. Schedule 4.5 lists the names and locations of each bank in which each Acquired Company has an account and the account numbers and authorized signatories of such accounts.

Section 4.6 Taxes. Except as set forth on Schedule 4.6:

(a) All Tax Returns required to be filed by or with respect to each of the Acquired Companies and the Company Assets have been duly and timely filed with the appropriate Taxing Authority, and each such Tax Return is true, correct and complete in all material respects. All Taxes owed by each of the Acquired Companies or with respect to the Company Assets that are or have become due have been timely paid in full. All Tax withholding and deposit requirements imposed on or with respect to each Acquired Company, its employees or the Company Assets have been satisfied in all material respects. There are no Liens (other than Permitted Liens) on any of the Company Assets or the Membership Interests that are attributable to any Tax liability or payment obligation.

(b) There are no Actions pending or threatened in writing by any Taxing Authority against any Acquired Company or with respect to the Company Assets for any unpaid Taxes, and no assessment, deficiency, or adjustment has been asserted, proposed, or, to the Knowledge of Seller, threatened with respect to any Acquired Company or the Company Assets. No Tax audits, examinations for unpaid Taxes, or administrative or judicial proceedings are being conducted, are pending, or have been threatened in writing

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with respect to any Acquired Company or the Company Assets. No claim has ever been made in writing by a Taxing Authority in a jurisdiction in which any Acquired Company does not file Tax Returns that such Acquired Company is or may be required to file a Tax Return in that jurisdiction. No Acquired Company has received written notice from any Taxing Authority relating to any unresolved issue which would reasonably be expected to affect the Tax Liability of the Acquired Companies.

(c) There is not in force any extension of time with respect to the due date for the filing of any Tax Return of or with respect to any Acquired Company or the Company Assets or any waiver or agreement for any extension of time for the assessment or payment of any Tax of or with respect to any Acquired Company or the Company Assets.

(d) No Acquired Company is a party to or bound by any Tax allocation, sharing or indemnity agreements or arrangements with any Person (other than an agreement or arrangement the primary focus of which is not Taxes). No Acquired Company has been a member of an affiliated, consolidated, combined, unitary, or similar group (other than a group the common parent or reporting entity of which is Seller) or has any Liability for the Taxes of any Person (other than the Acquired Companies) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by operation of Law, or by Contract (other than a Contract the primary focus of which is not Taxes).

(e) No power of attorney that is currently in force has been granted with respect to any matter relating to Taxes that could affect any Acquired Company or the Company Assets.

(f) No Acquired Company has participated or engaged in any “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code and Treasury Regulations Section 1.6011-4(b) (and all predecessor regulations) or similar provision of state, local or non-U.S. Law. Neither the Buyer nor any Acquired Company will be required to include any item of income in taxable income for any taxable period (or portion thereof) ending on or after the Closing Date as a result of (i) any prepaid amount received on or prior to the Closing Date or (ii) any “closing agreement,” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or non-U.S. income Tax Law).

(g) Each Acquired Company is currently, and has been since its formation, classified as an entity disregarded as separate from Seller for U.S. federal (and applicable state and local) income Tax purposes.

(h) Seller is not a foreign person as defined in Section 1445(f)(3) of the Code.

(i) No property owned by an Acquired Company (A) constitutes “tax-exempt use property” within the meaning of Section 168(h)(1) of the Code, (B) is “tax-exempt bond financed property” within the meaning of Section 168(g) of the Code or (C) is subject to a Section 467 rental agreement as defined in Section 467 of the Code. None of the Acquired Companies, nor any of the Company Assets, are currently the beneficiary or

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subject of any Tax holiday or abatement arrangement with any Taxing Authority for which compliance with the terms thereof has not been satisfied and the consummation of the transactions contemplated hereby will not have an adverse effect on the validity and effectiveness of any such arrangement. No written ruling has been received or requested from any Taxing Authority with respect to any Acquired Company or the Company Assets.

Section 4.7 Actions. Except as disclosed on Schedule 4.7, (a) there are, and since the Applicable Formation Date, there have been, no Actions pending or, to the Knowledge of Seller, threatened in writing against any Acquired Company, the Project or any of the Company Assets or its managers, officers or members in their capacity as such; and (b) there are, and since the Applicable Formation Date, there have been, no orders outstanding against any Acquired Company that provide for injunctive relief or, with respect to monetary damages, exceed $25,000.

Section 4.8 Compliance With Laws.

(a) No Acquired Company is in violation of or in default under any Law in any material respect.

(b) As of the Closing Date, each of the Acquired Companies has all Licenses necessary to conduct its business as conducted as of such date, and Schedule 4.8(b) (which shall be delivered to Buyer on or before the second Business Day prior to Closing) sets forth a list of all such Licenses. No written notice has been received by any Acquired Company from any Governmental Authority alleging the breach of, or failure to hold, any such License. All of such Licenses will be available for use by the Acquired Companies immediately after the Closing.

(c) Except for the Pipeline Sub, none of the Acquired Companies is regulated as a “common carrier” under applicable Law, and except for the Connecting Pipeline, none of the pipelines owned or operated by an Acquired Company are currently subject to regulation by FERC. The Acquired Companies are in material compliance with all applicable rules and regulations promulgated by FERC and with all orders, certificates, authorizations and permits issued by FERC, including those that pertain to all terms and conditions and rates charged for services. No consent, approval, authorization or certificate of, or notice to FERC is required in order for the transactions contemplated by this Agreement to be consummated. None of the Acquired Companies is subject to regulation under any applicable U.S. state Law or regulations (i) as a “public utility”, “public service company” or similar designation(s), or as a “holding company” or similar designation of such regulated entity, or (ii) respecting the rates charged by, or the financial or organizational regulation of, public utilities, common carriers or their Affiliates.

Section 4.9 Real Property.

(a) All real property owned by any Acquired Company, including all material buildings, structures, improvements and fixtures located thereon that constitute real

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property, or to which any Acquired Company has rights under easements or rights of way as of the Execution Date (collectively, the “Real Property”) is described on Schedule 4.9(a). Except as set forth on Items 13 and 30 of Schedule 4.9(a), with respect to the Real Property: (i) the applicable Acquired Company has good and valid title thereto, free and clear of all Liens other than Permitted Liens and (ii) no Acquired Company has leased, subleased or, except as provided within instruments granting easements or rights of way and rights of Persons owning title to real property subject to easements and rights of way, otherwise granted to any Person the right to use or occupy such Real Property or any portion thereof; provided, however, that the representation and warranty made pursuant to this sentence with respect to the real property interests identified in Item 8 of Schedule 4.9(a) is made only as of the Closing Date and not as of the date of this Agreement. Other than the right of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Real Property or any portion thereof or interest therein. No Acquired Company holds any real property pursuant to a lease, sublease or other similar agreement (written or oral).

(b) The real property interests that each Acquired Company holds in its respective Real Property are sufficient to enable such Acquired Company to locate, construct and operate the Project under and as contemplated by the Material Contracts and provides adequate ingress and egress for any reasonable purpose in connection with the construction, operation and maintenance of the Project. Adequate ingress and egress for reasonable purposes is available to the Real Property in connection with the construction, operation and maintenance of the Project under and as contemplated by the relevant Material Contracts. As of the Execution Date, no Acquired Company has been informed in writing by the owner of any Real Property encumbered by any Acquired Company’s rights under easements and rights of way that any Acquired Company is in material breach of its obligations with respect to such Real Property. A true and complete list of all owner policies of title insurance or leasehold policies of title insurance held by the Acquired Companies are set forth on Schedule 4.9(b).

(c) Each material easement or right-of-way evidenced in writing from any Person to any Acquired Company (collectively, the “Rights-of-Way”) is set forth on Schedule 4.9(a). The Acquired Companies own the Rights-of-Way free and clear of all Liens other than Permitted Liens. Except as set forth on Schedule 4.9(a), each Acquired Company has such Rights-of-Way as will be necessary to conduct the business of the Acquired Companies.

Section 4.10 Assets; Equipment.

(a) Except for Permitted Liens and property that has not yet transferred to the Company pursuant to the Construction Contract, the Acquired Companies, collectively, own, and have sole, exclusive, good and valid title to all Company Assets comprising tangible personal property. At Closing, the Company will have legal, exclusive, good and valid title to all Company Assets comprising tangible personal property, free and clear of all Liens other than Permitted Liens.

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(b) As of the Execution Date, to the Knowledge of Seller, other than as set forth on Schedule 4.10(b), (i) all items of equipment and other tangible assets owned by the Acquired Companies are free of Defects and (ii) each payment made by Seller or the Company to the EPC Contractor under and pursuant to the Construction Contract was properly made and the conditions to such payment were either satisfied by the EPC Contractor or waived by the Seller or the Company.

Section 4.11 Intellectual Property. No Acquired Company owns or licenses any material Intellectual Property. The ownership and operation of each of the Acquired Companies do not, and would not reasonably be expected to, infringe, in any material respect, upon the Intellectual Property of any Person. The Acquired Companies own, possess or have the right to use pursuant to a valid and enforceable Contract, all Intellectual Property necessary for the operation of the Project.

Section 4.12 Contracts.

(a) Schedule 4.12 contains a true and complete list of each of the following Contracts to which any Acquired Company is a party (or that comprise the Barge Terminal Assets) as of the Execution Date (the “Material Contracts”):

(i) any Contract for the storage of liquid petroleum products that provides for the future payment by or to any Acquired Company of more than $100,000 per annum;

(ii) any Contract for the supply of goods or services to any Acquired Company that provides for future payments by or to any Acquired Company of more than $100,000 per annum;

(iii) any Contract or group of related Contracts with the same party for the sale or purchase of any goods or services (excluding the Contracts disclosed pursuant to the preceding clauses (i) and (ii)) that provides for the future payment by or to any Acquired Company of more than $100,000 per annum;

(iv) any Contract that grants to any Person a right to purchase any assets, business or capital stock of any Person (including any Acquired Company);

(v) any Contract that imposes exclusivity obligations upon any Acquired Company (or the operations or activities thereof) or contains covenants that limit or purport to limit the ability of any Acquired Company to engage in any line of business or compete with any Person in any geographic area;

(vi) any commitment to make any capital expenditure or to purchase a capital asset in excess of $100,000 individually or related commitments of $100,000 in the aggregate;

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(vii) any Contract entered into or assumed by any Acquired Company that is an indemnity agreement or which has as its principal purpose the indemnification of any Person;

(viii) any Contract which relates to Indebtedness under which any Acquired Company has outstanding obligations or under which a Lien on any Acquired Companies’ properties or assets is imposed, including any Contract which relates to a Credit Support Obligation;

(ix) any Contract granting any customer a right to “most favored nation” pricing terms;

(x) any Contract for the sale or lease of any Real Property;

(xi) any Contract under which an Acquired Company has, or may have, as of or at any time following the Closing, any Liability to any investment bank, broker, financial advisor, finder or other similar Person (including an obligation to pay any legal, accounting, brokerage, finder’s, or similar fees or expenses) in connection with this Agreement or the transactions contemplated hereby;

(xii) any Contract concerning or consisting of a partnership, joint venture, joint operating or similar agreement or arrangement;

(xiii) any Contract relating to futures, hedges, swaps, collars, puts, calls, floors, caps, options or other Contracts that are intended to benefit from, relate to or reduce or eliminate the risk of fluctuations in the price of commodities, including hydrocarbons (collectively, “Hedging Agreements”); and

(xiv) any Contract under which any Acquired Company has directly or indirectly guaranteed any Liabilities or obligations of a third party.

(b) True and complete copies of all Material Contracts, have been made available to Buyer, in each case, as amended or otherwise modified and in effect.

(c) Each of the Material Contracts is in full force and effect in all material respects (other than those Material Contracts that will or would terminate in accordance with their terms prior to the Closing, in each case as set forth on Schedule 4.12) and constitutes a legal, valid and binding obligation of the applicable Acquired Company and, to the Knowledge of Seller, of any counterparties to such Material Contracts. Neither Acquired Company nor, to the Knowledge of Seller, any counterparty thereto, is in default or breach or violation of, or has repudiated any material provision of, or received written notice of any of the foregoing regarding, any such Material Contract. There exists no event, occurrence, condition or act that, with the giving of notice, the lapse of time or the happening of any further event or condition, would cause a material default by any Acquired Company, or to Seller’s Knowledge, any other party thereto, under any Material Contract.

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Section 4.13 Insurance. Schedule 4.13 contains a true and complete list (including, in each case, the names of the insurers and the names of the Persons to whom such policies have been issued, the type and amount of coverage, and (in the case of any insurance policies issued to any Acquired Company) the expiration date of such policy) of all insurance policies currently in effect that insure the operations of any Acquired Company or relate to the ownership, use or operation of any of the Company Assets and that (a) have been issued to any Acquired Company or (b) have been issued to any Person (other than the Acquired Companies) for the benefit of any Acquired Company; provided, however, that Schedule 4.13 expressly excludes any other insurance coverage under which any Acquired Company may have derivative coverage by virtue of the Acquired Company’s ancillary insurance status as an “additional insured”, “additional named insured” or “beneficiary”. All premiums due under such policies have been paid, and neither the Acquired Companies nor Seller has received any written notice of cancellation, non-renewal or termination in respect of any such policy or is in default thereunder. Neither the Acquired Companies nor Seller has made any claim under any policy set forth on Schedule 4.13.

Section 4.14 Affiliate Transactions. Except as set forth on Schedule 4.14, (a) there are no Contracts or intercompany Liabilities between any Acquired Company, on the one hand, and Seller or any Affiliate of Seller (other than an Acquired Company), on the other, (b) neither Seller nor any Affiliate of Seller (other than an Acquired Company) provides, or causes to be provided, any assets, services or facilities to any Acquired Company and (c) no Acquired Company provides, or causes to be provided, any assets, services or facilities to Seller or any Affiliate of Seller (other than an Acquired Company).

Section 4.15 Employees Matters. No Acquired Company has, or has ever had, any employees, and no individual (including any individual considered by any Acquired Company to be an independent contractor or consultant) has made any claim that such individual is or was ever an employee of any Acquired Company. No Acquired Company maintains or has ever maintained, sponsored, administered or participated in, and does not and has not had any Liability for, any “employee benefit plan” (within the meaning of Section 3(3) of ERISA).

Section 4.16 Environmental Matters. Except as set forth on Schedule 4.16, to the Knowledge of Seller, (a) each Acquired Company, the Project, the Barge Terminal Assets and the Expansion Land are, and during the five years preceding the Closing Date have been, in compliance with Environmental Laws in all material respects, (b) all Environmental Permits required for the operation (as currently operated) or ownership of each Acquired Company, the Project, the Barge Terminal Assets, and the Expansion Land have been obtained and maintained prior to and during the time required under Environmental Laws and are currently in full force and effect and the Acquired Companies, the Project, the Barge Terminal Assets and the Expansion Land are, and during the five years preceding the Closing Date have been, in compliance with all such Environmental Permits in all material respects, (c) Seller, with respect to the Project, the Barge Terminal Assets, and the Expansion Land, and the Acquired Companies, have not received any written notice regarding any actual or alleged violation of Environmental Laws, or any Liabilities arising under, Environmental Laws, that remains pending or unresolved or imposes ongoing material obligations or Liabilities, (d) with respect to Seller (with respect to the Project), the Project, the Barge Terminal Assets, the Expansion Land, and the Acquired Companies, there has been no Release, transportation, disposal, or arrangement for the disposal of, or exposure of any Person to, any Hazardous Materials, that could give rise to any

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material Liability under Environmental Laws, (e) except for customary indemnities in engineering, procurement and construction contracts and in service agreements, each of which has been furnished to Buyer, no Acquired Company has assumed, undertaken, provided an indemnity with respect to, or otherwise become subject to, any Liability of any other Person relating to Environmental Laws or Hazardous Materials, and (f) without limiting the generality of the foregoing, there are no past or present circumstances, conditions, events or incidents that could form the basis of any material Environmental Action against, or material Liability of, any Acquired Company. Seller and the Acquired Companies have furnished to Buyer all material environmental audits, reports, and other material environmental documents relating to each Acquired Company or their predecessors, and the Project, the Barge Terminal Assets and the Expansion Land, that are in their reasonable possession or control.

Section 4.17 Brokers. Neither Seller nor any of its Affiliates has authorized any Person to act as broker, finder or in any other similar capacity in connection with the transactions contemplated by this Agreement and the negotiations leading to it which will have a right of payment or claim against Buyer or any of its Affiliates.

Section 4.18 Indebtedness. Neither Acquired Company has any Indebtedness.

Section 4.19 No Undisclosed Liabilities. Except as set forth on the attached Schedule 4.19, no Acquired Company has any Liabilities that would be required to be reflected on a balance sheet prepared in accordance with GAAP other than Liabilities which have arisen after the Applicable Formation Date in the ordinary course of business (none of which is a Liability for breach of Contract, breach of warranty, tort or infringement, violation of Law or an Action).

Section 4.20 NO OTHER REPRESENTATIONS OR WARRANTIES. EXCEPT FOR, AND TO THE EXTENT OF, THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III AND THIS ARTICLE IV, NONE OF SELLER, ANY ACQUIRED COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE REPRESENTATIVES ARE MAKING OR HAVE MADE ANY REPRESENTATIONS OR WARRANTIES OF ANY SORT TO OR FOR THE BENEFIT OF BUYER, WHETHER ORAL OR WRITTEN OR EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO CONDITION, MERCHANTABILITY, COMPLIANCE WITH LAW, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND SELLER EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS AND WARRANTIES AND ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER BY ANY REPRESENTATIVE OF SELLER, ANY ACQUIRED COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES), AND THE SALE OF THE ACQUIRED COMPANIES AS PROVIDED FOR HEREIN IS MADE ON AN “AS IS, WHERE IS” CONDITION AND BASIS “WITH ALL FAULTS”.

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ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Subject to any disclosures in the Schedules, Buyer represents and warrants to Seller as of the Execution Date and as of the Closing Date (for the avoidance of doubt, to the extent any of the following representations or warranties refers to a state of affairs as of a specific date, such representation and warranty is made only with respect to such state of affairs as of such specific date):

Section 5.1 Organization. Buyer is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Buyer has full power, authority and capacity to execute and deliver the Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Buyer has full authority to conduct its business as and to the extent now conducted.

Section 5.2 Authority. The execution, delivery and performance of the Transaction Documents by Buyer, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by Buyer, and no other action on the part of Buyer is necessary to authorize the execution, delivery and performance of the Transaction Documents by Buyer and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Buyer, and upon the execution and delivery by Seller of this Agreement and by Buyer and Seller of the other Transaction Documents, the Transaction Documents shall constitute, legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their terms and except as enforceability may be limited by bankruptcy, insolvency, reorganizations, moratorium or other Laws affecting creditors’ rights generally on equitable principles.

Section 5.3 No Conflicts. The execution, delivery and performance by Buyer of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate or conflict with the Organizational Documents of Buyer, (b) assuming compliance with the matters referred to in Section 5.4, violate or conflict with any Law or (c) require any consent or other action by any Person under, constitute a default under, result in a violation of or conflict with, or give rise to any right of termination, cancellation, modification or acceleration of any right or obligation of Buyer or to a loss of any benefit to which Buyer is entitled under any provision of any Contract binding upon Buyer, except, in the cases of clauses (b) and (c), for any such violations, conflicts, consents, actions, defaults, rights or losses of benefits that would not, individually or in the aggregate, materially impair or delay Buyer’s ability to consummate the transactions contemplated by the Transaction Documents.

Section 5.4 Governmental Approvals. The execution, delivery and performance by Buyer of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby require no action by or in respect of, consent or approval of, or filing or notification by Buyer with or to, any Governmental Authority, other than any such actions, notifications or filings the absence or omission of which would not, individually or in the aggregate, reasonably be expected to materially impair or delay Buyer’s ability to consummate the transactions contemplated by the Transaction Documents.

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Section 5.5 Forecasts and Projections. In connection with Buyer’s investigation of the Acquired Companies, the Project, the Barge Terminal Assets and the Expansion Land, Buyer may have received, or may from time to time receive, from Seller or its Affiliates and their respective Representatives certain estimates, projections and other forecasts for the Project, the Barge Terminal Assets and the Expansion Land, and certain business plan and budget information and other data and information. Buyer acknowledges that (a) there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets and the interpretation and analysis of such information and data; (b) Buyer is a sophisticated purchaser and is familiar with such uncertainties; (c) Buyer is making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it and performing (or causing to be performed) its own independent analysis, and interpretation of data and information so furnished to it, to the extent Buyer has deemed prudent and appropriate; and (d) without limiting Buyer’s rights pursuant to Article X with respect to a breach of Seller’s representations and warranties contained in Article III or Article IV, Buyer shall not assert any claim against, or attempt to hold liable, Seller, or any of its Affiliates or their respective Representatives with respect to such information and data.

Section 5.6 Financing. Concurrently with the execution of this Agreement, Buyer has delivered or caused to be delivered to Seller true and complete copies of: (i) an executed commitment letter, dated as of the Execution Date, by SunTrust Bank and SunTrust Robinson Humphrey, Inc. (together with their respective Affiliates (and any institutions providing commitments in replacement thereof), and any of their respective officers, directors, employees, agents, advisors and representatives and any successors permitted assignees thereunder, the “Debt Financing Sources”) regarding the terms and conditions of the financing to be provided by such commitment letters (such commitment letters, including all exhibits, schedules, annexes and amendments thereto and a corresponding customarily redacted fee letter, collectively, the “Debt Commitment Letters”), pursuant to which, upon the terms and subject to the conditions set forth therein, the Debt Financing Sources have agreed to lend the amounts to Arc Terminals Holdings LLC set forth therein (the “Debt Financing”) for the purpose of funding a portion of the transactions contemplated by this Agreement and (ii) the executed equity commitment letters (the “Equity Commitment Letters” and, together with the Debt Commitment Letters, the “Commitment Letters”), dated as of the date hereof entered into by each of Aircraft Services Corporation, an affiliate of GE Energy Financial Services, and Arc Logistics Partners LP (collectively, the “Investors”), pursuant to which, upon the terms and subject to the conditions set forth therein, each of the Investors has committed to invest in Buyer the cash amount set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). In addition, Buyer has furnished Seller a customarily redacted fee letter associated with such Debt Commitment Letters. As of the date hereof, there are no side letters or other arrangements relating to the funding or investing, as applicable, set forth in the Commitment Letters furnished to Seller that could adversely affect the amount or availability of the Financing on the Closing Date. As of the date hereof, the Commitment Letters are in full force and effect, are valid and binding obligations of Buyer and, to the knowledge of Buyer, the other parties thereto and are not subject to any conditions precedent related to the funding of the net proceeds of the Financing that are not set forth therein. The Commitment Letters have not been amended or modified prior to the date hereof, no amendment or modification is contemplated as of the date hereof, and the respective commitments contained in the Commitment Letters have not been reduced, withdrawn or rescinded as of the date hereof. As of the date hereof, Buyer is not aware

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of any event that has occurred which, with or without notice, lapse of time or both, would constitute a default or breach by Buyer under any term or condition of the Commitment Letters. Assuming satisfaction of the conditions set forth in Section 8.1, as of the date hereof, Buyer has no reason to believe that the conditions to fund set forth in the Commitment Letters will not be satisfied. Buyer or an Affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the Debt Commitment Letters to be paid by the date hereof. Subject to the terms and conditions thereof, including the termination provisions thereof, the Equity Commitment Letters provide, and will continue to provide, that Seller is a third party beneficiary thereof and is entitled to enforce the Equity Commitment Letters. Assuming the Financing is fully funded in accordance with the terms of the applicable Commitment Letter, the Financing will be sufficient at the Closing to enable Buyer to consummate the Closing in accordance with the terms hereof.

Section 5.7 Brokers. Neither Buyer nor any of its Affiliates has authorized any Person to act as broker, finder or in any other similar capacity in connection with the transactions contemplated by this Agreement and the negotiations leading to it which will have a right of payment or claim against Seller or any of its Affiliates.

Section 5.8 Investment Representations; Buyer Acknowledgment.

(a) Buyer is acquiring the Membership Interests for its own account for purposes of investment and not for the account of any other Person, not for resale to any other Person and not with a view to or in connection with an offer, sale or distribution of the Membership Interests. Buyer has no present or contemplated agreement, undertaking, arrangement, obligation or commitment for the disposition of the Membership Interests by Buyer.

(b) Buyer acknowledges and agrees that (i) Buyer has sufficient knowledge and experience in finance and business such that it is capable of evaluating the risks and merits of its investment in the Membership Interests and Buyer is able financially to bear the risks thereof; (ii) Buyer and its directors, officers, employees, attorneys, accountants and advisors have been given the opportunity to examine to the full extent deemed necessary and desirable by Buyer all of the Books and Records and other information with respect to the Acquired Companies; (iii) Seller has made available to Buyer and its Representatives to the full extent deemed necessary and desirable by Buyer the opportunity to ask questions of the officers and management employees of Seller and the Acquired Companies concerning the terms and conditions of this Agreement and the transactions contemplated herein, the operations, market potential, capitalization, financial condition, assets, properties and prospects of the Acquired Companies, and all other matters deemed relevant by Buyer; (iv) Buyer has independently determined the scope of its investigations of the Acquired Companies and for the manner in which such investigations have been conducted, has examined the Acquired Companies to Buyer’s full satisfaction and the purchase and sale of the Membership Interests and consummation of the transactions contemplated hereby are done entirely on the basis of Buyer’s own investigation; and (v) Buyer has not relied on Seller or its Affiliates (including the Acquired Companies) with respect to any matter in connection with Buyer’s evaluation of, the Acquired Companies, other than the representations and warranties of Seller

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expressly set forth in this Agreement. Buyer acknowledges that the Acquired Companies have not been operated on a stand-alone basis and further acknowledges and agrees that Seller is not making any express or implied representation or warranty with respect to the operation of the Acquired Companies from and after the Closing.

ARTICLE VI

COVENANTS

Section 6.1 Conduct and Operations. From and after the Execution Date until the Closing (the “Interim Period”), except (A) as set forth on Schedule 6.1(A), (B) for the activities covered by capital commitments described on Schedule 6.1(B), (C) for actions taken in connection with emergency situations or as may be required by Law, provided that Seller notifies Buyer thereof within a reasonable period thereafter, (D) as expressly contemplated by this Agreement or (E) as consented to in writing by Buyer (which consent shall not be unreasonably delayed, withheld or conditioned):

(a) Seller shall cause each Acquired Company to:

(i) conduct its business in the ordinary course of business;

(ii) use commercially reasonable efforts to maintain all of its assets in the ordinary course of business;

(iii) use commercially reasonable efforts to preserve the goodwill of its business and its relationships with customers, contractors, suppliers, vendors and service providers;

(iv) maintain its Books and Records in the ordinary course of business;

(v) perform and comply in all material respects with the Material Contracts;

(vi) comply in all material respects with Laws; and

(vii) maintain all material Licenses required for the conduct of its business and the ownership of its properties.

(b) Seller shall cause each Acquired Company not to:

(i) authorize or effect any change in its Organizational Documents in any manner;

(ii) acquire, redeem, issue, sell or otherwise dispose of any of its Equity Interests (and Seller shall not acquire, redeem, issue, sell or otherwise dispose of any of the Membership Interests) or enter into any Contract with respect to the sale, voting, registration or repurchase of any Equity Interests of the Acquired Companies, including the Membership Interests;

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(iii) issue any note, bond or other debt security in any amount or create, incur, assume or guarantee any Indebtedness or mortgage or encumber any Company Assets (other than Permitted Liens) or permit any Company Assets to become subject to any Liens (other than Permitted Liens);

(iv) cancel, compromise or settle any Action in excess of $25,000, or waive or release any material rights (except for any Action arising out of the Construction Contract, other than an Action that would require Company’s consent under the Construction Management Agreement if such agreement were in effect as of the Execution Date);

(v) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

(vi) acquire (by merger, amalgamation, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or collection of assets constituting all or substantially all of a business or business unit;

(vii) make or change any material Tax elections, enter into any agreement relating to Taxes, including closing agreements with Taxing authorities, settle or compromise any Tax claim or liability, file any amended Tax Return, change an annual Tax accounting period, adopt or change any Tax accounting method, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to any Acquired Company or Company Assets;

(viii) buy or sell, or enter into any agreement to buy or sell, any asset which exceeds $100,000 in value (other than (A) any asset required to be purchased pursuant to the Approved Cost Plan and the Project Schedule or otherwise in accordance with the terms and conditions of the Construction Contract or required to achieve the Commencement Date or (B) as set forth on Schedule 6.1(b)(viii));

(ix) enter into any Contract which, (A) if entered into prior to the Execution Date, would have been required to be disclosed to Buyer as a Material Contract or (B) is a Contract (whether or not involving the payment of a fee) for rail operations, access or related services (including services to facilitate the transportation of rail cars to or from the Rail Terminal), with the exception of (1) the Industry Track Agreement between Canadian National Railroad Company (or one of its Affiliates) and the Company, (2) the Locomotive Layover Agreement between Canadian National Railroad Company (or one of its Affiliates) and the Company, (3) the Service Agreement between SGS Petroleum Service Corporation and the Company, (4) Quit Claim Deed from CenterPoint Joliet Terminal Railroad to the Pipeline Sub, (5) Bill of Sale, Assignment and Assumption Agreement between CenterPoint Joliet Terminal Railroad LLC and the Company and (6) the Infrastructure Agreement between Canadian National

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Railroad Company (or one of its Affiliates) and the Company (provided that the agreements described in the foregoing clauses (1) through (5) shall be entered into on substantially the same terms and conditions as the applicable form of agreement set forth on Schedule 6.1(b)(ix)); in each case unless required under applicable Law;

(x) incur, authorize or commit to make any capital expenditure (or series of related capital expenditures) that exceeds $10,000 in the aggregate, other than such capital expenditures set forth in the Approved Cost Plan and Project Schedule or otherwise in accordance with the terms and conditions of the Construction Contract or required to achieve the Commencement Date;

(xi) hire any independent contractor (other than as contemplated under the Construction Contract or required to achieve the Commencement Date) or employee;

(xii) agree to the amendment or termination of (partially or completely), or the waiver or relinquishment of any right under, any Material Contract (except with respect to the Construction Contract, other than a waiver or relinquishment that would require Company’s consent under the Construction Management Agreement if such agreement were in effect as of the Execution Date), unless required under applicable Law;

(xiii) enter into, or agree to enter into, any Hedging Agreements; or

(xiv) agree or otherwise commit to take any of the actions prohibited by Section 6.1(b)(i) through Section 6.1(b)(xiii).

Buyer acknowledges (x) Seller’s right to control or direct any Acquired Company’s or Seller’s development or operation of the Project, the Barge Terminal Assets or the Expansion Land before the Closing, and (y) that, before the Closing, Seller shall, with respect to the Acquired Companies, the Project, the Barge Terminal Assets and the Expansion Land, exercise complete control and supervision thereof, in each case under clauses (x) and (y) subject to the terms and conditions of this Agreement.

Section 6.2 Access of Buyer.

(a) During the Interim Period Seller shall, or Seller shall cause the Acquired Companies to (i) give Buyer and its Representatives reasonable access to the Books and Records and the properties of the Acquired Companies and shall provide Buyer and its Representatives with information as to the Acquired Companies as reasonably requested by Buyer and (ii) permit Buyer to contact Seller’s employees, the Major Customer and the EPC Contractor in connection with the transactions contemplated by this Agreement. Any investigation or contact pursuant to this Section 6.2 shall (x) be conducted at Buyer’s sole expense, during normal business hours and in such manner so as not to interfere with the conduct of the respective businesses of Seller and the Acquired Companies and, to the extent so requested by any Acquired Company, under the supervision of a Representative of the applicable Acquired Company, and (y) not be

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conducted without prior notice to, and approval of, the applicable Acquired Company. Notwithstanding the foregoing, Buyer shall not (A) conduct any invasive sampling or testing of any soil, surface water, or groundwater typically referred to as a ‘Phase II’ environmental site assessment, or (B) have access to any information if doing so could violate any Contract or Law to which Seller, any Acquired Company or any of their respective Affiliates is a party or is subject or which such Person believes in good faith could jeopardize any attorney-client or other legal privilege. Without limiting the foregoing, in the event that Seller does not provide access or information in reliance on clause (B) above, Seller shall (1) use its reasonable best efforts to communicate to the extent feasible, the applicable information in a way that would not violate the applicable Contract, Law or privilege and (2) without limiting Seller’s obligations under the preceding clause (1), use its commercially reasonable efforts to cause any confidentiality obligations to be waived under such applicable Contracts. Buyer shall, and Buyer shall cause all of its Representatives to, abide by Seller’s and any third party’s safety rules, regulations and operating policies while conducting Buyer’s due diligence investigation.

(b) Buyer shall indemnify Seller and its Affiliates from and against any and all liabilities arising out of, resulting from or relating to any personal injury to, or property damage caused by, Buyer’s Representatives during the course of any office visit, field visit, environmental property assessment, conduct of any Survey or other physical due diligence investigation conducted by Buyer or any Representative of Buyer with respect to the Acquired Companies, EVEN IF SUCH DAMAGES ARISE OUT OF OR RESULT FROM, IN WHOLE OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF, OR THE VIOLATION OF LAW BY, SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES, EXCEPTING ONLY THOSE DAMAGES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES.

(c) None of Seller, any Acquired Company or any of their respective Representatives makes any representation or warranty as to the accuracy of any information provided pursuant to this Section 6.2, and Buyer may not rely on the accuracy of any such information, in each case other than as expressly set forth in the representations and warranties contained in Article III or Article IV. All information provided or made available to Buyer or any of its Representatives will be subject to the Confidentiality Agreement. Buyer acknowledges and agrees that it shall be deemed to be a “Representative” under the Confidentiality Agreement.

(d) Buyer shall, and after the Closing shall cause the Acquired Companies to, preserve and keep the Books and Records for at least six years following the Closing Date or for such longer period as may be required by Law.

Section 6.3 [RESERVED].

Section 6.4 Approvals. Until the Closing occurs, the Parties shall use (and shall cause their respective Affiliates to use) their respective reasonable best efforts to secure and deliver all

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necessary notices, consents, approvals, authorizations, exemptions and waivers from Governmental Authorities and other third parties (including notices, consents and assignments under those agreements listed on Schedule 3.4 and Schedule 4.3) as shall be required in order to enable the Parties to effect the transactions contemplated hereby, and the Parties shall otherwise use (and shall cause their respective Affiliates to use) their respective reasonable best efforts to cause the consummation of such transactions in accordance with the terms and conditions hereof and to cause all conditions contained in this Agreement over which each of them respectively has control to be satisfied; provided, however, that in connection with obtaining any such consent, (i) without the prior written consent of Buyer, Seller shall not permit the Acquired Companies to commit to pay to such Person whose consent is being solicited any cash or other consideration or make any other material commitment or incur any material liability or other material obligation or modify any such Contract in a material manner, and (ii) none of Seller or Buyer or their respective Affiliates (other than the Acquired Companies which are the subject of the immediately preceding clause (i)) shall be required to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation (other than, in the case of any Governmental Authority, any filing fee or charge required to be paid under any applicable Law).

Section 6.5 Resignation and Removal. At or prior to the Closing (and effective as of the Closing), Seller shall cause the removal (or accept the resignation) of each manager, officer or director, as applicable, nominated or appointed by Seller or its Affiliates to any board or operating, management or other committee of any Acquired Company except as specified in writing by Buyer prior to Closing.

Section 6.6 Notification of Certain Matters. During the Interim Period, Seller, on the one hand, and Buyer on the other, shall each promptly notify the other of: (a) the receipt of any written notice from any third party whose consent or approval is required in connection with the transactions contemplated by the Transaction Documents, denying such consent or approval; (b) the receipt of any written notice from any Governmental Authority in connection with the transactions contemplated hereby; (c) any event or events that individually or in the aggregate would have, or would reasonably be expected to have, a Material Adverse Effect on the Acquired Companies; or (d) any condition or fact that would not permit either Seller or Buyer to satisfy a condition to the other’s obligation to effect the transactions contemplated hereby; provided, that failure to provide notice under this Section 6.6 shall have no effect on the Closing conditions set forth in Article VIII.

Section 6.7 Confidentiality.

(a) The terms of the Confidentiality Agreement are hereby incorporated by reference and shall continue in full force and effect through the Closing in accordance with its terms. Upon the Closing, confidential information of the Acquired Companies shall be deemed to be confidential information of Buyer (and not of Seller) and Buyer shall have no further obligation under the Confidentiality Agreement.

(b) Seller acknowledges that the success of the Acquired Companies after the Closing depends upon the continued preservation of the confidentiality of certain information possessed by Seller, that the preservation of the confidentiality of such

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information by Seller is an essential premise of the bargain between Seller and Buyer, and that Buyer would be unwilling to enter into this Agreement in the absence of this Section 6.7(b). Accordingly, Seller hereby agrees with Buyer that Seller, its Affiliates and its and its Affiliate’s Representatives shall not, and that Seller shall cause its Affiliates and such Representatives not to, at any time on or after the Closing Date until the third anniversary thereof, directly or indirectly, without the prior written consent of Buyer, disclose or use, any information involving or relating to any Acquired Company; provided, that the information subject to this Section 6.7(b) will not include any information generally available to, or known by, the public (other than as a result of disclosure in violation hereof); provided, further, that the provisions of this Section 6.7(b) will not prohibit any retention of copies of records or disclosure (i) required by any applicable Law or Governmental Authority or in connection with any judicial or similar proceeding or Governmental Order so long as reasonable prior notice is given to Buyer of such disclosure and a reasonable opportunity is afforded Buyer to contest the same or (ii) made in connection with the enforcement of any right or remedy relating to this Agreement or the transactions contemplated by this Agreement. Seller agrees that it shall be responsible for any breach or violation of the provisions of this Section 6.7(b) by any of its Affiliates or its or its Affiliates’ Representatives.

(c) Buyer and Seller each acknowledges and agrees that the Transaction Documents, and the transactions contemplated thereby, are confidential, and the contents of the Transaction Documents shall not be disclosed to any Person; provided, that the provisions of this Section 6.7(c) will not prohibit disclosures (i) to a Party’s Affiliates or to the Debt Financing Sources, (ii) required by any applicable Law or Governmental Authority in connection with any judicial or similar proceeding or Governmental Order so long as reasonable prior notice of such disclosure is given by the Party seeking to disclose confidential information to the other Party hereto and a reasonable opportunity is afforded such other Party to contest the same or (iii) made in connection with the enforcement of any right or remedy under any Transaction Document or the transactions contemplated thereby; provided further, that, Buyer and its Affiliates (including Arc Logistics Partners LP) may describe the Transaction Documents and file the forms thereof in filings with the Securities and Exchange Commission (provided that Buyer shall provide Seller a reasonable opportunity to review and comment upon such filings in advance of making such filings (and to seek in good faith to incorporate such comments as are reasonably appropriate in respect of such filings) and shall seek at Seller’s request confidential treatment of those commercially sensitive portions of the Transaction Documents in such filings).

Section 6.8 Exclusivity. From the Execution Date until the Closing, or the earlier termination of this Agreement in accordance with Article XI, neither the Company nor Seller shall (and the Company and Seller shall not cause or permit their respective Affiliates or any of their or their Affiliates’ Representatives to) directly or indirectly: (a) solicit, initiate, or encourage the submission of any proposal or offer from any Person relating to, or enter into or consummate any transaction relating to, the acquisition of any Equity Interests in the Acquired Companies or any merger, recapitalization, share exchange, sale of Company Assets or any similar transaction or any other alternative to the transactions contemplated hereby or (b) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner, any effort or attempt by any Person to do or seek any of the foregoing.

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Section 6.9 Eminent Domain Proceeds. If Seller or any of its Affiliates receives any compensation or other proceeds with respect to any Action in eminent domain or similar Action affecting any Real Property, Seller shall, and shall cause its Affiliates to, promptly remit any such amounts to the Company.

Section 6.10 Non-Solicitation of Employees. From the Execution Date until the two year anniversary of the earlier to occur of (i) the Closing Date and (ii) the termination of this Agreement (as applicable), Buyer will not, and will cause Arc Logistics GP LLC and the Acquired Companies (from and after the Closing) not to, directly or indirectly, solicit for employment (other than general solicitations of employment not specifically directed towards officers or employees of Seller or its Affiliates) or employ any officer or employee of the Seller or its Affiliates without obtaining the prior written consent of Seller. From the Execution Date until the two year anniversary of the earlier to occur of (i) the Closing Date and (ii) the termination of this Agreement (as applicable), Seller will not, and will cause its Affiliates not to, directly or indirectly, solicit for employment (other than general solicitations of employment not specifically directed towards officers or employees of Buyer and its Affiliates, including, after the Closing, the Acquired Companies) or employ any officer or employee of the Buyer and its Affiliates, including, after the Closing, the Acquired Companies, without obtaining the prior written consent of Buyer.

Section 6.11 Deposit Letter of Credit. Until the earlier to occur of (i) the Closing and (ii) ten Business Days following any termination of this Agreement (or, if a claim has been made prior to such date in respect of or relating to the Deposit Letter of Credit or the subject matter thereof and such claim has not been resolved, such longer amount of time as necessary to resolve such claim), Buyer shall not cause the Deposit Letter of Credit to be amended or terminated.

Section 6.12 Bonds and Letters of Credit.

(a) Buyer shall use reasonable best efforts to cause itself, the Company or the Pipeline Sub to be substituted in all respects for Seller, and for Seller to be released, effective as of the Closing or (if such substitution and release cannot be effected at Closing) as soon as possible after the Closing, in respect of all obligations of Seller, for such bonds and letters of credit set forth in Schedule 6.12(a) (the “Credit Support Obligations”); provided, that Buyer shall not be required to agree to waive any rights (or to cause any Acquired Company to waive any rights) or to provide any other payment or consideration to the beneficiaries of the Credit Support Obligations in order to obtain such release. For any Credit Support Obligation for which Buyer, one of its Affiliates or the Acquired Companies, as applicable, is not substituted in all respects of Seller (and for which Seller is not released) effective as of the Closing, Buyer shall continue to use its reasonable best efforts and shall cause its Affiliates and the Acquired Companies to use their reasonable best efforts to effect such substitution and release after the Closing.

(b) After the Closing, Buyer and the Acquired Companies, jointly and severally, shall forever indemnify, defend and hold harmless Seller against any Liabilities

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relating to or arising from events occurring after the Closing that Seller suffers, incurs or is liable for by reason of or arising out of or in consequence of: (i) Seller issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to, any Credit Support Obligation; (ii) any claim or demand for payment made on Seller with respect to any of the Credit Support Obligations; or (iii) any Action by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Credit Support Obligation.

Section 6.13 [RESERVED].

Section 6.14 Commencement Date. Seller shall deliver written notice to Buyer on or before the day that is five days before the date on which the Major Customer has confirmed (or expects the Major Customer to confirm) the Commencement Date will occur.

Section 6.15 Final Completion.

(a) After Closing, on and subject to the terms of the Construction Contract and the Construction Management Agreement, Seller shall use its reasonable best efforts to achieve, and to cause the EPC Contractor (and any other applicable third party contractors or service providers) to achieve, Final Completion in accordance with the Approved Cost Plan and the Project Schedule and otherwise in accordance with the terms and conditions of the Construction Contract and the Construction Management Agreement in all material respects.

(b) Seller shall pay all of the costs and expenses of Company under and pursuant to the Construction Contract and any other contract or agreement with any third party that are required to achieve Final Completion. Seller shall compensate the EPC Contractor for amounts due to it under the Construction Contract, including, without limitation, by applying amounts placed in escrow with the Escrow Agent under and in accordance with this Section 6.15, the Construction Management Agreement and the Construction Contract and shall compensate other third parties, as required, pursuant to the applicable Contract or agreement with such third party.

(c) The “Final Completion Escrow Amount” shall be an amount that represents the Seller’s good faith estimate as of the Closing of (i) the remaining unpaid amounts that will be required to be paid to EPC Contractor under and pursuant to the Construction Contract to achieve Final Completion plus (ii) any and all amounts then retained by the Acquired Companies under and pursuant to the Construction Contract, which amounts shall be released by the Parties to meet invoices properly issued by and payable to the EPC Contractor under the Construction Contract.

(d) Subject to the terms of the Construction Management Agreement, Buyer shall use, and, from and after Closing, shall cause the Acquired Companies to use, all reasonable best efforts to assist Seller in meeting its obligations under this Section 6.15, including taking any actions and delivering any documents or instruments required to do so and providing the EPC Contractor and Seller with all necessary access to the Company Assets; provided that, if such assistance requires Buyer or any Acquired Company to incur any out-of-pocket third party fees and expenses, Seller shall reimburse Buyer and/or the Acquired Companies, as applicable, for all such fees and expenses.

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Section 6.16 Financing.

(a) Buyer shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done all things necessary to obtain the Financing on the terms and conditions stated in the Commitment Letters (including any “flex” provisions included therein), by the Closing, including (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letters on the terms and conditions contained in the Debt Commitment Letters (including any “flex” provisions) or on such other terms and conditions acceptable to Buyer as would not adversely impact the timing or the amount of the Debt Financing in an amount less than that required to consummate the transactions herein (after taking into account the funds to be made available under the Equity Commitment Letters), (iii) satisfying on a timely basis (taking into account the expected timing of the Closing) all the conditions and covenants applicable to Buyer obtaining the financing contemplated by the Commitment Letters to the extent such conditions and covenants are in Buyer’s or any Affiliate of Buyer’s control and (iv) taking enforcement action (including through litigation) to cause the Debt Financing Sources providing such financing to comply with their obligations under the Debt Commitment Letter and, subject to the terms and conditions of such Debt Commitment Letter, to fund such financing. Buyer shall promptly provide Seller, upon reasonable request, with such information as shall be reasonably necessary to allow Seller to monitor the progress of such financing activities. Seller shall be entitled, upon reasonable request given in writing to Buyer at least three Business Days in advance, to consult with Buyer’s Investors and Debt Financing Sources regarding the Financing, solely to the extent that a Representative of Buyer is present during any such consultation.

(b) Neither Buyer nor its Affiliates will amend, modify, terminate, assign or agree to any waiver under the Commitment Letters without the prior written approval of Seller if such amendment, modification, termination, assignment or waiver would impose new or additional conditions or otherwise expand or adversely amend any of the conditions to the receipt of the financing in a manner that would reasonably be expected to delay or prevent the Closing, reduce the cash amount of the funding commitments thereunder (unless after giving effect thereto there is a corresponding increase in amounts available under the Equity Commitment Letters), adversely impact the ability of Buyer to enforce its rights under any Commitment Letter or adversely impact the ability of the Buyer to consummate the transactions contemplated by this Agreement (collectively, the “Restricted Commitment Letter Amendments”); provided that Buyer may amend the Debt Commitment Letters to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letters as of the date hereof. Notwithstanding anything in this Agreement to the contrary, one or more Debt Commitment Letters may be superseded at the option of Buyer after the date hereof but prior to the Closing by new debt commitment letters (the “New Debt Commitment Letters”) which replace the existing Debt Commitment Letters; provided that, the terms of the New Debt Commitment Letters shall not impose new or additional

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conditions or adversely amend the existing conditions to the receipt of the Debt Financing as set forth in the Debt Commitment Letters or otherwise implement any Restricted Commitment Letter Amendments. If funds in the amounts necessary to consummate the transactions herein become unavailable within the time contemplated in the Commitment Letters, Buyer shall use its reasonable best efforts to obtain substitute financing from alternative sources, on terms and conditions as are not less favorable to Buyer (in the reasonable judgment of Buyer) than those set forth in the Debt Commitment Letters as in effect prior to such alternative financing and, sufficient to enable Buyer to consummate the transactions contemplated by this Agreement in accordance with its terms (the “Substitute Financing”). In any event where Buyer enters into New Debt Commitment Letters or a Substitute Financing, the term “Debt Commitment Letters” as used herein shall be deemed to include the Debt Commitment Letters that are not so superseded at the time in question and the New Debt Commitment Letters to the extent then in effect. Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 6.16 shall require, and in no event shall the reasonable best efforts of Buyer be deemed or construed to require, Buyer to (i) pay any fees to the lenders in excess of those contemplated in the Debt Commitment Letters and related fee letters (including the “flex” provisions thereof) as of the Execution Date, whether to secure waiver of any conditions contained therein or otherwise, (ii) amend or waive any of the terms or conditions hereof, (iii) consummate the Closing at any time prior to the date determined in accordance with Section 9.1 or (iv) except to the extent required by the Debt Commitment Letters, use any cash or other assets on its balance sheet to pay any portion of the Closing Payment.

(c) Buyer shall promptly notify Seller in writing (i) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any material breach or default) by Buyer under the Commitment Letters or any definitive agreements related thereto or, to the knowledge of Buyer, any other party to any Commitment Letter or definitive agreements related thereto, and (ii) of the receipt by Buyer of any written notice or other written communication from any Person with respect to any actual or alleged material breach, default, termination or repudiation by any party to any Commitment Letter or any definitive agreement related thereto or any provision of the financing contemplated pursuant to the Commitment Letters.

Section 6.17 Financing Cooperation. Seller shall use its reasonable best efforts to provide, and shall cause each of its Affiliates to use its reasonable best efforts to provide, and shall use its reasonable best efforts to cause its Representatives, including legal and accounting advisors, to provide, all cooperation reasonably requested by Buyer and Arc Terminals Holdings LLC that is customary or necessary in connection with arranging, obtaining and syndicating the Financing and causing the conditions in the Commitment Letters to be satisfied, including:

(a) assisting with the preparation of customary information memoranda, marketing materials and lender presentations in connection with the Financing, including assistance with the preparation of customary disclosures to be included therein;

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(b) assisting Buyer and Arc Terminals Holdings LLC in obtaining any corporate credit and family ratings from any ratings agencies contemplated by the Debt Commitment Letter;

(c) assisting in the preparation of, and executing and delivering, definitive financing documents, including guarantee and collateral documents and customary closing certificates as may be required by the Financing (but not a solvency certificate) and other customary documents as may be reasonably requested by Buyer or Arc Terminals Holdings LLC;

(d) facilitating the pledging of collateral for the Financing;

(e) assisting the Debt Financing Sources in benefiting from the existing lending relationships of the Acquired Companies;

(f) requesting from the Company’s existing lenders such customary documents in connection with refinancings as requested by Buyer or Arc Terminals Holdings LLC in connection with the Financing and collateral arrangements, including customary payoff letters, lien releases, instruments of termination or discharge;

(g) furnishing Buyer, Arc Logistics Partners LP and the Debt Financing Sources at least 5 Business Days prior to the Closing Date with all documentation and other information required by Governmental Authorities with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended;

(h) consenting to the use of the Acquired Companies’ logos in connection with the Financing in a form and manner mutually agreed with Seller; provided, however, that such logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage Seller or any of its Subsidiaries or the reputation or goodwill of Seller or any of its Subsidiaries;

(i) providing due diligence materials reasonably requested by the Debt Financing Sources; and

(j) cooperating with Buyer and Arc Terminals Holdings LLC, and taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Buyer or Arc Terminals Holdings LLC to permit the consummation of the Financing;

provided, however, that (A) nothing in this Section 6.17 shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Acquired Companies, (B) no Acquired Company shall be required to incur any Liability that is not contingent upon the Closing (or, without limitation of the foregoing, execute any definitive financing documents prior to the Closing or any other agreement, certificate, document or instrument that would be effective prior to the Closing), (C) such requested cooperation shall not require Seller to waive or amend any terms of this Agreement, (D) none of the Seller or any of the Acquired Companies shall be obligated to adopt resolutions or execute consents to approve

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or authorize the Debt Financing prior to Closing, and (E) such requested cooperation shall not require Seller or any of the Acquired Companies to take any action that would conflict with any applicable Law, the Organizational Documents of Seller or any of the Acquired Companies or result in the contravention of, or would reasonably be expected to result in the violation or breach of, or default under, any material contract to which Seller or any of the Acquired Companies is a party. It is understood and agreed by Buyer that receipt of third-party financing is not a condition to the obligation of Buyer to consummate the Closing. Buyer shall reimburse Seller and its Representatives for all reasonable and documented out-of-pocket costs (including attorneys’ fees) incurred by Seller or any of its Representatives in connection with the cooperation described in this Section 6.17.

Section 6.18 Insurance. Buyer and Seller shall use their respective reasonable best efforts to, prior to Mechanical Completion, arrange an “All Risk Property” insurance policy in an amount equal to the replacement cost of the Facility with the Company listed as the named insured under such policy (the “Policy”). Seller shall cause the Company to enter into such Policy prior to Mechanical Completion. Seller shall be solely responsible for the costs and expenses related to the Policy, including, without limitation, any premiums and deductibles payable and/or self-insured retention amounts payable, in each case solely as attributable to the period beginning on Mechanical Completion and ending upon the Closing Date.

Section 6.19 Title Insurance. Seller shall obtain title commitments for an ALTA Owner’s Title Insurance Policy (in the form previously provided to Buyer and in the amount of $235,000,000) for the Real Property. At Closing, Seller shall have obtained title insurance policies (which may be in the form of a mark-up of a pro forma of the title commitments) insuring the Company’s title to each Real Property as of the Closing Date subject only to Permitted Liens.

Section 6.20 Surveys. Seller shall use its commercially reasonable efforts to cooperate with Buyer in Buyer’s efforts to obtain Surveys of the Real Property, including but not limited to by granting Buyer and its agent(s) reasonable access to the Real Property. Seller shall have the right to accompany Buyer or its Representatives whenever such persons are on the Real Property. Buyer shall pay all fees, costs and expenses with respect to the Surveys.

Section 6.21 Payables. If any Acquired Company or Buyer shall receive any invoice or demand for payment in respect of any expenses, fees or trade accounts payable (excluding, for the avoidance of doubt, with respect to Taxes) attributable to the achievement of the Commencement Date that were incurred by any Acquired Company or Seller prior to the Closing, then Buyer shall remit such invoice or demand to Seller, and Seller shall promptly pay any amounts owed pursuant thereto.

Section 6.22 Receivables. If any Acquired Company or Buyer shall receive any payment in respect of any accounts receivable attributable to the achievement of the Commencement Date that were earned by any Acquired Company or Seller prior to the Closing, Buyer shall remit to Seller in cash by wire transfer of immediately available funds to the account specified for the Closing Payment, an amount equal to the payment in respect to such accounts receivable.

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Section 6.23 Purchase Option. Buyer grants Seller an option to purchase (the “Purchase Option”) the southern outlot, as more particularly described on Exhibit F (the “Option Lot”), at a purchase price equal to (x) $238,100 multiplied by (y) the number of acres included in the Option Lot. The Purchase Option may be exercised only during the period beginning on the Closing Date and ending at 5:00 p.m. (Central time) on the date that is the earliest of the date that is three years after the Closing Date and the date on which the Company delivers to Seller written notice that it intends to utilize the Option Lot for commercial purposes (the “Option Period”); provided that, if the Company intends to sell the Option Lot to a third party at any time during the Option Period, the Company shall first provide Seller with thirty days’ prior written notice; provided further that, if Seller does not exercise the Purchase Option during such thirty day period then the Company may sell the Option Lot free and clear of the Purchase Option. The Purchase Option may be exercised by Seller by delivery of written notice to Buyer at any time during the Option Period.

Section 6.24 Books and Records. As soon as practicable, but in no event later than five Business Days following the Closing, Seller shall deliver or cause to be delivered to Buyer hardcopy originals (or electronic copies thereof to the extent that such originals do not exist) of the Books and Records that are in possession of Seller or its Affiliates which were not already delivered by Seller prior to the Closing.

Section 6.25 Further Assurances. Prior to the Closing Date, each Party shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable to consummate and make effective, the transactions contemplated by the Transaction Documents. From time to time after the Closing Date, each Party shall take such additional actions and execute and deliver such further documents as the other Party may reasonably request in order to more effectively sell, transfer and convey the Membership Interests to Buyer and consummate the transactions as contemplated by the Transaction Documents.

ARTICLE VII

TAX MATTERS

Section 7.1 Retention of Records. Seller and Buyer shall, and Buyer shall cause the Company to, retain all Tax Records in their possession for all open Pre-Closing Periods until six months following the expiration of the statute of limitations (and any extensions thereof) of the respective Pre-Closing Periods. “Tax Records” means any Tax Return of the Acquired Companies or with respect to the Company Assets, workpapers related to such Tax Returns and documentation relating to any audit of any such Tax Returns, and any other books of account or records related to Taxes of the Acquired Companies or the Company Assets required or advisable to be maintained under Law, excluding, for the avoidance of doubt, any federal and state income Tax Returns filed by Seller and any Tax Returns filed on an affiliated, consolidated, combined or unitary basis by Seller.

Section 7.2 Cooperation. Buyer and Seller shall cooperate fully as and to the extent reasonably requested by the other Party in connection with the filing of Tax Returns and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes imposed on or with respect to each Acquired Company or the Company Assets. Such cooperation shall

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include the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such Tax Return or Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Notwithstanding the above, the control and conduct of any Tax Proceeding that is a Third-Party Claim shall be governed by Section 10.10.

Section 7.3 Transfer Taxes. The Buyer and the Seller shall each bear and pay 50% of any transfer, documentary, sales, use, registration, stamp or other similar Taxes and all conveyance fees, recording charges and other similar fees and charges imposed, in each case, on the transfer of the Membership Interests pursuant to this Agreement (“Transfer Taxes”). The Buyer will file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes and, if required by applicable law, Seller will join in the execution of any such Tax Returns and other documentation. Buyer and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any such Transfer Taxes.

Section 7.4 Tax Returns.

(a) Seller shall prepare or cause to be prepared (i) all flow-through federal and state income Tax Returns for taxable periods ending on or before the Closing Date and (ii) all Tax Returns that are filed on a combined, unitary or consolidated basis with respect to which Seller is the reporting entity, in each case, with respect to each Acquired Company (the “Pre-Closing Tax Returns”), and shall pay all Taxes owed with respect to such Pre-Closing Tax Returns.

(b) Buyer shall prepare or cause to be prepared all Tax Returns (other than any Pre-Closing Tax Returns) of or with respect to each Acquired Company for taxable periods (or portions thereof) ending on or before the Closing Date and all Straddle Periods (the “Buyer Tax Returns”). Such Buyer Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by Law. Not later than 15 days prior to the due date for filing any material Buyer Tax Return, Buyer shall deliver a copy of such Buyer Tax Return, together with all supporting documentation and workpapers, to Seller for its review and reasonable comment. Buyer will cause such Buyer Tax Return (as revised to incorporate Seller’s reasonable comments, to the extent such comments are consistent with past practice of the Acquired Companies and permitted by Law) to be timely filed and will provide a copy to Seller. Not later than five days prior to the due date for payment of Taxes with respect to any Buyer Tax Return, Seller shall pay to Buyer the amount of any Seller Taxes with respect to such Tax Return.

Section 7.5 Proration of Straddle Period Taxes. In the case of Taxes that are payable with respect to any Straddle Period, the portion of any such Taxes that is attributable to the portion of the period ending on the Closing Date shall be:

(a) in the case of Taxes that are either (i) based upon or related to income, sales, withholding, payroll, or receipts, or (ii) imposed in connection with any sale or

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other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the taxable period of each Acquired Company ended with (and included) the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period; and

(b) in the case of Taxes that are imposed on a periodic basis with respect to the Company Assets, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire period.

Section 7.6 Tax Refunds. The amount of all cash refunds of Taxes of each Acquired Company for all Pre-Closing Periods shall be the property of Seller and, when received (or otherwise utilized as a credit in lieu of a cash refund of Taxes) by any Acquired Company after the Closing Date, shall be paid in cash by wire transfer to Seller within ten days of such receipt (or credit), together with any interest received thereon from the applicable taxing authority; provided that, amounts payable to the Seller pursuant to this Section 7.6 shall be reduced by (a) any reasonable out-of-pocket costs associated with obtaining such refund and (b) the increase in Taxes of the Buyer and/or the Acquired Companies attributable to such refund or credit (other than any such increase in Taxes attributable solely to the unavailability of any such refund or credit in a Post-Closing Period as a result of the Seller’s receipt of such refund or credit). The amount of any refund of Taxes of any Acquired Company for any Straddle Period shall be equitably apportioned between Buyer and Seller in accordance with the principles set forth in Section 7.5. If there is a subsequent reduction by the applicable Taxing Authority, of any amounts with respect to which a payment has been made to Seller pursuant to this Section, then Seller shall pay Buyer an amount equal to such reduction plus any interest or penalties imposed by the Taxing Authority with respect to such reduction.

Section 7.7 Amended Tax Returns. Unless required by Law, no amended Tax Return with respect to a Pre-Closing Period shall be filed by or on behalf of any Acquired Company without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned, or delayed).

Section 7.8 Tax Sharing Agreements. All Tax allocation, sharing or indemnity agreements or arrangements (other than an agreement or arrangement the primary focus of which is not Taxes) with respect to or involving the Acquired Companies shall be terminated as of the Closing Date and, after the Closing Date, the Acquired Companies shall not be bound thereby or have any liability thereunder.

Section 7.9 Withholding. Buyer and the Acquired Companies shall be entitled to deduct and withhold from any amounts paid to any Person under this Agreement such amounts that Buyer and/or the Acquired Companies are required to deduct and withhold under the Code

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or any provision of state, local, or foreign Tax Law, provided that Buyer and/or the Acquired Companies, as applicable, shall notify Seller of their determination and the Parties shall cooperate in good faith to minimize to the extent permissible under applicable Law the amount of any such deduction or withholding, including providing any certificates or forms that are reasonably requested to establish an exemption from (or reduction in) any deduction or withholding. To the extent that amounts are so withheld by Buyer and/or the Acquired Companies, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

Section 7.10 Tax Attributes. Notwithstanding any other provision of this Agreement to the contrary, Seller shall have no obligation to indemnify Buyer for (or otherwise pay the Buyer for any Liabilities resulting from) the unavailability, in a Post-Closing Period, of any net operating loss carryforward, capital loss carryforward, asset basis or other Tax attribute (whether federal, state, local, or foreign) of any of the Acquired Companies, in each case, generated in a Pre-Closing Period.

Section 7.11 Miscellaneous.

(a) Character of Payments. Any payment made by Seller, Buyer or any of their respective subsidiaries (including the Acquired Companies) after the Closing Date, including under this Article VII, Article X or Section 2.4 or Section 6.9 shall constitute an adjustment to the Purchase Price for all Tax purposes, to the extent permitted by applicable Law.

(b) Interest on Payments. To the extent any payment obligation under this Article VII or Article X is not made on a timely basis (as determined by the relevant provision of this Article VII or the relevant provision of Article X), the amount due and payable shall bear interest at an annual rate equal to the annual prime lending rate of JPMorgan Chase Bank, National Association, in effect on the date such payment was required to be made, from the last date such payment would be timely under the relevant provision of this Article VII or Article X, as applicable, to the date of the payment of such amount.

ARTICLE VIII

CONDITIONS TO CLOSING

Section 8.1 Conditions to Obligation of Buyer to Close. The obligation of Buyer to consummate the Closing is subject to the satisfaction before or on the Closing Date of the following conditions:

(a) Representations and Warranties. (i) The Fundamental Representations shall be true and correct as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specific date, in which case as of such specific date) in all material respects (other than those Fundamental Representations that are qualified as to materiality or Material Adverse Effect, which shall be true and correct in all respects) and (ii) the other representations and warranties of Seller contained in this Agreement (without regard to materiality or “Material Adverse

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Effect” qualifiers contained therein) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specific date, in which case as of such specific date), except in the cause of this clause (ii) for any failure to be so true and correct that would not, individually or in the aggregate, reasonably be expected to constitute a Material Adverse Effect.

(b) Performance. Seller shall have performed and complied with, in all material respects, all covenants and agreements required by this Agreement to be performed and complied with by Seller before or as of the Closing Date.

(c) Officer’s Certificates. An authorized officer of Seller shall have executed and delivered to Buyer a certificate, dated as of the Closing Date, certifying that the conditions set forth in Section 8.1(a) and Section 8.1(b) have been fulfilled, and, if applicable, any exceptions to such conditions that have been waived by Buyer.

(d) No Legal Actions. No Governmental Authority shall have issued an order not subsequently vacated, restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement.

(e) Commencement Date. (i) The Major Customer has confirmed in writing (including by email or otherwise) to Buyer and Seller that the Commencement Date has occurred on a date prior to, or will occur concurrently with, the Closing or (ii) as contemplated by the Major Customer Commencement Date Letter, (A) the Company has delivered written notice to the Major Customer confirming that the Commencement Date has or will occur by a date that is within three days from the date of such written notice (the “Final Commencement Date Notice”), (B) the Major Customer has not objected in writing to the Final Commencement Date Notice, (C) the Company and the Major Customer have not agreed in writing to an alternative Commencement Date (in which case this condition shall be satisfied on such date) and (D) at least three days have elapsed since the date on which the first train arrived and was unloaded at the Facility, as contemplated by the Major Customer Commencement Date Letter.

(f) Closing Deliverables. Seller shall have delivered (or be ready, willing and able to deliver at Closing) to Buyer the documents and other items required to be delivered by Seller under Section 9.2.

Section 8.2 Conditions to Obligation of Seller to Close. The obligation of Seller to consummate the Closing is subject to the satisfaction before or on the Closing Date of the following conditions:

(a) Representations and Warranties. The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties of Buyer that are qualified as to materiality, which shall be true and correct in all respects) as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that made as of a specific date, in which case as of such specific date).

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(b) Performance. Buyer shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed and complied with by Buyer before or as of the Closing Date, including the execution and delivery of the Transaction Documents.

(c) Officer’s Certificate. An authorized officer of Buyer shall have executed and delivered to Seller a certificate, dated as of the Closing Date, certifying that the conditions set forth in Section 8.2(a) and Section 8.2(b) have been fulfilled, and, if applicable, any exceptions to such conditions that have been waived by Seller.

(d) No Legal Actions. No Governmental Authority shall have issued an order, not subsequently vacated, restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement.

(e) Commencement Date. (i) The Major Customer has confirmed in writing (including by email or otherwise) to Buyer and Seller that the Commencement Date has occurred on a date prior to, or will occur concurrently with, the Closing or (ii) as contemplated by the Major Customer Commencement Date Letter, (A) the Company has delivered the Final Commencement Date Notice to the Major Customer, (B) the Major Customer has not objected in writing to the Final Commencement Date Notice, (C) the Company and the Major Customer have not agreed in writing to an alternative Commencement Date (in which case this condition shall be satisfied on such date) and (D) at least three days have elapsed since the date on which the first train arrived and was unloaded at the Facility, as contemplated by the Major Customer Commencement Date Letter.

(f) Closing Deliverables. Buyer shall have delivered (or be ready, willing and able to deliver at Closing) to Seller the documents and other items required to be delivered by Buyer under Section 9.3.

ARTICLE IX

CLOSING

Section 9.1 Closing. Subject to Article VIII, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Vinson & Elkins L.L.P. at 1001 Fannin, Suite 2500, Houston, Texas 77002, commencing at 10:00 a.m. (local time) on the third Business Day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated by this Agreement, or at such other place or time as the Parties hereto may agree. The date upon which the Closing actually occurs is hereinafter referred to as the “Closing Date.”

Section 9.2 Closing Deliverables of Seller. At the Closing, in addition to the other deliveries set forth in this Agreement, Seller shall deliver, or shall cause to be delivered, the following:

(a) to Buyer a counterpart duly executed by Seller of an assignment of the Membership Interests substantially in the form attached hereto as Exhibit A (the “Assignment of Membership Interests”) evidencing the assignment and transfer to Buyer of the Membership Interests;

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(b) to Buyer a counterpart duly executed by Seller of a construction management agreement substantially in the form attached hereto as Exhibit B (the “Construction Management Agreement”);

(c) to the L/C Issuer (i) joint written instructions (in form and substance reasonably satisfactory to Seller and Buyer) directing the L/C Issuer to terminate the Deposit Letter of Credit and (ii) the Deposit Letter of Credit;

(d) to Buyer the resignation or removal (effective as of Closing) of managers, officers and directors, as applicable, of each Acquired Company;

(e) to Buyer certificates of good standing with respect to each of the Acquired Companies issued by the relevant Governmental Authority of each Acquired Company’s respective jurisdictions of organization, except with respect to FERC, each as of a recent date;

(f) to Buyer the third-party consents, assignments and amendments listed on Schedule 9.2(f), which consents and assignments shall be in full force and effect and in form and substance reasonably satisfactory to Buyer;

(g) to Buyer a certification of non-foreign status in the form prescribed by Treasury Regulation Section 1.1445-2(b)(2);

(h) to Buyer, if Seller is satisfying the condition in Section 8.1(e)(ii) and not the condition in Section 8.1(e)(i), a letter from Seller confirming that the Major Customer has not objected in writing to the Final Commencement Date Notice; and

(i) to Buyer the officer’s certificate referenced in Section 8.1(c).

Section 9.3 Closing Deliverables of Buyer. At the Closing, in addition to the other deliveries set forth in this Agreement, Buyer shall deliver the following:

(a) to Seller a wire transfer of immediately available funds in an amount equal to the Closing Payment less the Final Completion Escrow Amount;

(b) to Seller a counterpart duly executed by Buyer of the Assignment of Membership Interests;

(c) to the L/C Issuer joint written instructions (in form and substance reasonably satisfactory to Seller and Buyer) directing the L/C Issuer to terminate the Deposit Letter of Credit;

(d) to Seller a counterpart duly executed by Buyer of the Construction Management Agreement; and

(e) to Seller the officer’s certificate referenced in Section 8.2(c).

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ARTICLE X

INDEMNIFICATION

Section 10.1 Indemnification by Seller. From and after the Closing and subject to the other provisions of this Article X, Seller shall indemnify, defend and hold harmless Buyer and its Affiliates and Buyer’s and its Affiliates’ respective Representatives (collectively, the “Buyer Indemnified Parties”) from and against, and shall pay and reimburse the Buyer Indemnified Parties for, any and all Liabilities (whether or not arising out of any Third-Party Claim), to the extent resulting from or arising out of the following:

(a) any breach of or inaccuracy in any representation or warranty on the part of Seller under this Agreement;

(b) any breach or non-fulfillment of any covenant or agreement on the part of Seller or, prior to Closing, the Company under this Agreement;

(c) any Seller Taxes;

(d) any Liabilities arising under or incurred pursuant to Environmental Laws or an Environmental Action to the extent (but only to the extent) arising or resulting from facts, circumstances, or conditions first occurring, first arising or first existing on or prior to the Closing Date, except to the extent such Liabilities are specifically identified on Schedule 4.16; and

(e) any matters contemplated on Schedule 10.1(e).

Section 10.2 Indemnification by Buyer. From and after the Closing and subject to the other provisions of this Article X, Buyer shall indemnify, defend and hold harmless Seller and its Affiliates and Seller’s and its Affiliates’ respective Representatives (collectively, the “Seller Indemnified Parties”) from and against, and shall pay and reimburse the Seller Indemnified Parties for, any and all Liabilities (whether or not arising out of any Third-Party Claim), to the extent resulting from or arising out of the following:

(a) any breach of or inaccuracy in any representation or warranty on the part of Buyer under this Agreement; and

(b) any breach or non-fulfillment of any covenant or agreement on the part of Buyer under this Agreement.

Section 10.3 Limitations on Indemnification.

(a) Notwithstanding anything herein to the contrary, Seller shall not have any obligation to indemnify for Liabilities under Section 10.1(a) unless the aggregate amount of Liabilities for which Seller would be obligated to indemnify, satisfy, pay or perform exceeds: (i) with respect to any individual claim or series of related claims, an amount greater than $50,000 (a “Qualifying Claim”); and (ii) the aggregate dollar amount of all

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Liabilities for Qualifying Claims exceeds $2,500,000 (the “Indemnity Deductible”), in which case Seller shall only be liable for and required to pay Liabilities for Qualifying Claims in excess of the Indemnity Deductible (and Liabilities for claims that are not Qualifying Claims shall not be counted against the Indemnity Deductible); provided that Seller’s liability for breaches of its Fundamental Representations and Specified Representations shall not be limited by this Section 10.3(a).

(b) Notwithstanding anything in this Agreement to the contrary, the maximum liability of Seller to the Buyer Indemnified Parties under (i) Section 10.1(a) (other than Fundamental Representations and the Specified Representations, which shall not be limited by this Section 10.3(b)(i)), shall not exceed $25,000,000 in the aggregate (provided, that Liabilities arising from a breach of the representation and warranties set forth in Section 4.16 and under the indemnity pursuant to Section 10.1(d) shall count against and apply toward the foregoing cap); and (ii) Section 10.1(a) and Section 10.1(b), in the aggregate, shall not exceed the Purchase Price.

(c) Each Indemnified Party shall take, and cause its Affiliates to take, commercially reasonable efforts to mitigate any Liability for which it is entitled to seek indemnification hereunder.

(d) Indemnification pursuant to Section 10.1 or Section 10.2 shall apply excess of:

(i) Insurance Proceeds actually received by the Indemnitee in respect of any such claim during the three years following the date on which the relevant Liability occurs, less any related costs and expenses of pursuing any related insurance claims (it being agreed that the Indemnitee shall use good faith efforts to recover any Insurance Proceeds in connection with making a claim under this Article X), and to the extent that the Indemnifying Party advances amounts to the Indemnitee under Section 10.1 or Section 10.2 that the Indemnitee later recovers in Insurance Proceeds, the Indemnitee shall reimburse the Indemnifying Party for such reduction in Liabilities (less the costs and expenses of pursuing such Insurance Proceeds) for which the Indemnitee was indemnified before the realization of reduction of such Liabilities;

(ii) calculated net of any net Tax Benefit realized by the Indemnitee in the taxable period during which such Liability is incurred and taking into account any Tax detriment of such Indemnitee (including, without limitation, the reduction of Tax basis). For this purpose, a tax benefit (“Tax Benefit”) shall be deemed to be realized with respect to a taxable period if, and solely to the extent that, the Indemnitee’s cumulative liability for Taxes for such taxable period, calculated by excluding any Tax items attributable to the Liability, exceeds the Indemnitee’s actual cumulative liability for Taxes for such taxable period, calculated by taking into account any Tax items attributable to the Liability (to the extent permitted by relevant Tax law and treating such Tax items as the last items claimed for any taxable period); and

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(iii) amounts actually recovered by an Indemnitee pursuant to any indemnification by, or indemnification agreement with, any Person other than the Indemnifying Party.

(e) Notwithstanding anything to the contrary contained in this Agreement, the Buyer Indemnified Parties and the Seller Indemnified Parties shall be entitled to indemnification, payment and reimbursement in respect of any breach of or inaccuracy in any representation or warranty of the Seller (in the case of the Buyer Indemnified Parties) or the Buyer (in the case of the Seller Indemnified Parties) notwithstanding that such Buyer Indemnified Party or Seller Indemnified Party, as the case may be, had knowledge of such breach of or inaccuracy in such representation or warranty on or prior to the Closing Date or any investigation made by such Buyer Indemnified Party or Seller Indemnified Party, as the case may be, prior to the Closing Date.

(f) Solely for purposes of Section 10.1(a), any breach of, or Liability resulting from any breach of, any representation or warranty of Seller hereunder shall be determined, in each case, without regard to any materiality qualifier (including Material Adverse Effect) in such representation or warranty.

(g) Subject to the Qualifying Claim and Indemnity Deductible set forth in Section 10.3(a) above, Seller’s obligation to provide indemnification (i) with respect to Liability arising from a breach of the representation and warranties set forth in Section 4.16 above shall not exceed $10,000,000 in the aggregate, and (ii) with respect to Liabilities asserted by the Buyer Indemnified Parties pursuant to Section 10.1(d) above shall be limited to 50% of the subject Liabilities, up to a maximum cost to Seller of $5,000,000.

Section 10.4 Survival.

(a) The representations and warranties and the corresponding indemnity obligations under Section 10.1(a) and Section 10.2(a) shall expire and terminate at 5:00 p.m. (Central time) on the day that is 12 months after the Closing Date; provided that (i) the Fundamental Representations shall survive the Closing and remain in full force and effect until 10 years following the Closing Date and (ii) the Specified Representations shall survive the Closing and remain in full force and effect until the Applicable Survival Period.

(b) Each of the covenants and performance obligations of each of Seller and Buyer set forth in this Agreement that are to be complied with or performed by Seller or Buyer, as applicable, at or prior to Closing and the corresponding indemnity obligations under Section 10.1(b) and Section 10.2(b) with respect to such covenants and obligations shall expire and terminate at 5:00 p.m. (Central time) on the day that is 12 months after the Closing Date. All other covenants and performance obligations of Seller set forth in this Agreement and the corresponding indemnity obligations under Section 10.1(b) and Section 10.2(b) with respect to such covenants and obligations, together with the indemnity obligations under Section 10.1(e), shall survive the Closing and remain in full force and effect until fully performed; provided, however, that the indemnity obligations

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of Seller under (i) Section 10.1(c) shall expire and terminate 60 days following the expiration of the statute of limitations under the Code and (ii) Section 10.1(d) shall expire and terminate at 5:00 p.m. (Central time) on the day that is 2 years after the Closing Date.

(c) Notwithstanding anything to the contrary in this Section 10.4, if (i) a Claim Notice relating to a representation and warranty or covenant is given to Seller or Buyer, as applicable, on or prior to the time and date of expiration for such representation and warranty or covenant, then such representation and warranty or covenant shall not so expire, but rather shall remain in full force and effect until such time as each and every claim set forth in such Claim Notice has been fully and finally resolved and (ii) a Claim Notice relating to the indemnity in Section 10.1(d) is given to Seller, on or prior to the time and date of expiration for such indemnity, then such right to indemnification shall not so expire, but rather shall remain in full force and effect until such time as each and every claim set forth in such Claim Notice has been fully and finally resolved.

Section 10.5 Express Negligence. THE DEFENSE, INDEMNIFICATION, HOLD HARMLESS, RELEASE AND ASSUMED LIABILITIES PROVISIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE LIABILITIES IN QUESTION AROSE OR RESULTED SOLELY OR IN PART FROM THE GROSS, SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY INDEMNIFIED PARTY. BUYER AND SELLER ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS “CONSPICUOUS.”

Section 10.6 Exclusive Remedy.

(a) Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that, from and after Closing, and as otherwise provided in Article VII, Section 10.1 and Section 10.2 contain the Parties’ exclusive monetary remedies against each other with respect to the transactions contemplated hereby (whether in contract, tort, by law or otherwise), including breaches of the representations, warranties, covenants and agreements of the Parties contained in this Agreement or in any certificate delivered pursuant to this Agreement. Notwithstanding the foregoing, the Parties shall retain all rights and remedies with respect to the matters set forth in Article II. In addition each Party shall be entitled to specific performance for the failure of the other Party to perform its obligations hereunder, as provided in this Agreement.

(b) Except as specified in this Article X, and claims in respect of fraud or willful misconduct, effective as of Closing, Buyer, on its own behalf and on behalf of the Buyer Indemnified Parties, hereby releases, remises and forever discharges Seller Indemnified Parties from any and all Actions, Liabilities or interest whatsoever, in contract, tort, by law or otherwise, known or unknown, which Buyer or the Buyer Indemnified Parties might now or subsequently have, based on, relating to or arising out of this Agreement, the transactions contemplated by this Agreement, the ownership or operation of any Acquired Company prior to, on or after Closing or the condition, quality, status or nature of the Project, the Barge Terminal Assets and the Expansion

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Land prior to, on or after Closing, including rights to contribution under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, and any similar Environmental Laws, breaches of statutory or implied warranties, nuisance or other tort actions, rights to punitive damages, common law rights of contribution and rights under insurance maintained by Seller or any of its Affiliates.

(c) Except as specified in this Article X, effective as of Closing, Seller, on its own behalf and on behalf of the Seller Indemnified Parties, hereby releases, remises and forever discharges the Buyer Indemnified Parties and the Acquired Companies from any and all Actions, Liabilities or interest whatsoever, in contract, tort, by law or otherwise, known or unknown, which Seller or the Seller Indemnified Parties might now or subsequently have, based on, relating to or arising out of this Agreement, the transactions contemplated by this Agreement, the ownership or operation of any Acquired Company prior to, on or after Closing or the condition, quality, status or nature of the Project, the Barge Terminal Assets and the Expansion Land prior to, on or after Closing, including rights to contribution under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, and any similar Environmental Laws, breaches of statutory or implied warranties, nuisance or other tort actions, rights to punitive damages, common law rights of contribution and rights under insurance maintained by Buyer or any of its Affiliates.

Section 10.7 Non-Compensatory Damages. NONE OF THE BUYER INDEMNIFIED PARTIES NOR THE SELLER INDEMNIFIED PARTIES SHALL BE ENTITLED TO RECOVER FROM SELLER OR BUYER, AS APPLICABLE, OR THEIR RESPECTIVE AFFILIATES, ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES (INCLUDING ANY DAMAGES ASSERTED ON THE BASIS OF ANY LOSS OF OR LOST PROFITS, DIMINUTION OF VALUE OR MULTIPLES OF EARNINGS, PROFITS OR CASH FLOWS) ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (“NON-COMPENSATORY DAMAGES”), EXCEPT TO THE EXTENT THAT ANY SUCH PARTY SUFFERS SUCH DAMAGES TO A THIRD PARTY, WHICH DAMAGES (INCLUDING COSTS OF DEFENSE AND REASONABLE ATTORNEYS’ FEES INCURRED IN CONNECTION WITH DEFENDING AGAINST SUCH DAMAGES) SHALL NOT BE EXCLUDED BY THIS PROVISION AS TO RECOVERY HEREUNDER. SUBJECT TO THE PRECEDING SENTENCE, BUYER, ON BEHALF OF EACH OF THE BUYER INDEMNIFIED PARTIES, AND SELLER, ON BEHALF OF EACH OF THE SELLER INDEMNIFIED PARTIES, EACH WAIVES ANY RIGHT TO RECOVER ANY NON-COMPENSATORY DAMAGES.

Section 10.8 Set-off. Any claim for indemnification that is fully and finally resolved pursuant to this Article X and results in Seller owing an amount to a Buyer Indemnified Party, may be satisfied and discharged, at the Buyer’s option, by setoff against any payment contemplated by Section 2.4(b) to the extent any such payment is due and owing to Seller but not yet paid.

Section 10.9 No Circular Recovery. Seller hereby agrees that it will not make any claim for indemnification against Buyer or any Acquired Company by reason of the fact that

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Seller was a controlling person of an Acquired Company (whether such claim is for Liabilities of any kind or otherwise and whether such claim is pursuant to any Law, Organizational Document, Contract or otherwise) with respect to any claim brought by a Buyer Indemnified Party against Seller under this Agreement or otherwise relating to this Agreement, any Transaction Document or any of the transactions contemplated hereby. With respect to any claim brought by a Buyer Indemnified Party against Seller under this Agreement or otherwise relating to this Agreement, any Transaction Document or any of the transactions contemplated hereby, Seller expressly waives any right of contribution, advancement, indemnification or other claim against any Acquired Company with respect to any amounts owed by Seller pursuant to Article VII, this Article X, or otherwise.

Section 10.10 Procedures for Indemnification.

(a) If there occurs an event for which either Party desires to seek indemnity pursuant to Section 10.1 or Section 10.2, the Party seeking indemnification (the “Indemnitee”) shall provide written notice (the “Claim Notice”) to the other Party obligated to provide indemnification (the “Indemnifying Party”) as promptly as reasonably practicable, identifying in reasonable detail the basis for the claim and providing supporting evidence thereof. Providing the Claim Notice shall be a condition precedent to any Liability of the Indemnifying Party hereunder, and the failure to provide written notice as provided herein (including, for the avoidance of doubt, with respect to any Third-Party Claim) shall not relieve the Indemnifying Party of its obligations hereunder unless such failure materially, adversely and actually prejudices the Indemnifying Party’s ability to successfully defend such matter. Upon receiving notice thereof, the Indemnitee shall as promptly as reasonably practicable notify the Indemnifying Party of the assertion of any Action instituted by any third party (any such third-party Proceeding being referred to as a “Third-Party Claim”), with respect to which the indemnification set forth in this Article X relates or may relate. Such written notice shall include a description of the claim in reasonable detail, a good faith calculation (if reasonably practicable) of the loss suffered by the Indemnitee and copies of all notices and court papers in the possession of the Indemnitee relating to such Third-Party Claim (the “Third-Party Claim Notice”). Except for a Third-Party Claim that arises in connection with Taxes that are not solely with respect to a taxable period ending on or before the Closing Date or with respect to a Straddle Period, or any regulatory or criminal proceeding or involving an injunction or other equitable relief against an Indemnitee, the Indemnifying Party shall be entitled, at its sole cost and expense, to control, contest and defend any such Third-Party Claim if, within 15 days of the date that the Indemnifying Party has received such Third-Party Claim Notice, the Indemnifying Party provides written notice to the Indemnitee of its election to assume control of the defense of such Third-Party Claim in accordance with the provisions of this Section 10.10. Such contest and defense shall be conducted by counsel chosen by the Indemnifying Party, provided that (i) the Indemnitee has not been advised by counsel that an actual or potential conflict exists that would cause a joint representation by counsel chosen by the Indemnifying Party to violate applicable ethical and professional rules in connection with the defense of the Third-Party Claim, and (ii) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently. If the Indemnifying Party elects to defend such Third-Party Claim, the Indemnifying Party shall not be liable for the fees and expenses of

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the Indemnitee’s counsel incurred thereafter to the extent the Indemnitee elects to participate in such defense unless any of the conditions set forth in the immediately preceding sentence have not been satisfied. The Indemnitee shall designate an individual with knowledge of the relevant Third-Party Claim and the underlying facts and issues to act as a resource to and main point of contact with the Indemnifying Party with respect to the contest, defense and administration of such Third-Party Claim. So long as the Indemnifying Party is conducting the defense of the Third-Party Claim in accordance with this Section 10.10, the Indemnitee shall be entitled, at its own cost and expense (which expense shall not constitute a loss) to participate in, but not control, such contest and defense and to be represented by attorneys of its or their own choosing. If the Indemnifying Party (A) elects not to control, contest and defend such Third-Party Claim, (B) fails to notify the Indemnitee within the required time period of its election as provided in this Section 10.10 or (C) fails to conduct the defense actively and diligently, the Indemnitee may defend such Third-Party Claim and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third-Party Claim in any manner it may deem appropriate (and the Indemnitee need not obtain any consent from, the Indemnifying Party in connection therewith). The Party responsible for the defense of such Third-Party Claim shall, to the extent reasonably requested by the other Party, keep such other Party informed as to the status of such claim. The Indemnifying Party shall not admit any liability with respect to, or settle, compromise or discharge any Third-Party Claim without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) except that the Indemnifying Party may settle a Third-Party Claim without the consent of the Indemnitee if such settlement includes a full release of the underlying claims (including any Liabilities arising or relating to such claims) involving or against the Indemnitee and its Affiliates and involves no finding or admission of any violation of Law or the rights of any Person and no effect on any other claims may be made against the Indemnitee. Each party shall cooperate and cause their respective Affiliates to cooperate in the defense or prosecution of any Third-Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

(b) Upon receipt of a Claim Notice, the Indemnifying Party shall have 30 days to contest its indemnification obligation with respect to such claim, or the amount thereof, by written notice to the Indemnitee (the “Contest Notice”); provided that if, at the time a Claim Notice is submitted to the Indemnifying Party the amount of the loss in respect thereof has not yet been determined, such 30 day period in respect of, but only in respect of, the amount of the loss, shall not commence until a further written notice (the “Liability Notice”) has been sent or delivered by the Indemnitee to the Indemnifying Party setting forth the amount of the loss incurred by the Indemnitee that was the subject of the earlier Claim Notice. Such Contest Notice shall specify the reasons or bases for the objection of the Indemnifying Party to the claim, and if the objection relates to the amount of the loss asserted, the amount, if any, that the Indemnifying Party believes is due the Indemnitee, and any undisputed amount shall be promptly paid over to the Indemnitee. If no such Contest Notice is given within such 30 day period, the obligation of the Indemnifying Party to pay the Indemnitee the amount of the loss set forth in the Claim Notice, or subsequent Liability Notice, shall be deemed established and accepted by the Indemnifying Party.

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ARTICLE XI

TERMINATION

Section 11.1 Termination. This Agreement may be terminated at any time before the Closing Date:

(a) by the mutual written agreement of the Parties;

(b) by either Party (by giving written notice to the other Party), at any time following May 18, 2015 (such date, the “Outside Date”);

(c) by Seller (by giving written notice to Buyer) if (i) Buyer has breached any representation, warranty, covenant, agreement or obligation under this Agreement, (ii) such breach results in, or would reasonably be expected to result in, the failure of any of the conditions in Section 8.2 and (iii) such breach has not been, or is incapable of being, cured by the earlier of the Outside Date and 30 days following written notice thereof;

(d) by Buyer (by giving written notice to Seller) if (i) Seller has breached any representation, warranty, covenant, agreement or obligation under this Agreement, (ii) such breach results in, or would reasonably be expected to result in, the failure of any of the conditions in Section 8.1 and (iii) such breach has not been, or is incapable of being, cured by the earlier of the Outside Date and 30 days following written notice thereof;

(e) by Seller (by giving written notice to Buyer) in the event Buyer has failed to comply with its obligation to consummate the Closing within three Business Days after the date on which it is obligated to consummate the Closing pursuant to Section 9.1, and Seller stood ready, willing and able to consummate the Closing throughout such three Business Day period; or

(f) by either Buyer or Seller if a final nonappealable Governmental Order permanently enjoining or otherwise prohibiting the transactions contemplated by this Agreement has been issued by a Governmental Authority of competent jurisdiction.

provided that no Party shall be entitled to terminate this Agreement under Section 11.1(b), Section 11.1(c) or Section 11.1(d) if at the time it would otherwise terminate this Agreement such Party is in material breach of any representation, warranty, covenant, agreement or obligation under this Agreement in a manner that would prevent the satisfaction of such conditions.

Section 11.2 Effect of Termination.

(a) If any Party validly terminates this Agreement pursuant to Section 11.1, all further obligations and liabilities of the Parties under this Agreement shall terminate

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and become void and there shall be no further liability on the part of Buyer or Seller or any of their respective partners, members, officers, directors, subsidiaries, Affiliates or Representatives to any other Party; provided, however, that the terms of this Section 11.2, Section 1.1, Section 1.2, Section 6.2(b), Section 6.7, Section 11.3 and Article XII shall remain in full force and effect and survive any termination of this Agreement; provided further, however, subject to Section 11.3(b) and the Liability Limitation contained therein, nothing in this Agreement shall relieve any Party from liability for any intentional and material breach of this Agreement prior to termination. For the avoidance of doubt, once this Agreement is terminated for any reason, neither Party shall have the right of specific performance with respect to the transactions contemplated by this Agreement and Seller and its Affiliates shall be free immediately to enjoy all rights of ownership of the Company Assets and to sell, transfer, encumber or otherwise dispose of any of the Assets to any Person without any restriction arising under this Agreement or otherwise.

(b) If this Agreement is validly terminated pursuant to Section 11.1(c) or Section 11.1(e), then Seller shall have the option to, as its sole and exclusive remedy hereunder following such termination, draw upon the full amount of the Deposit Letter of Credit in accordance with the terms thereof as liquidated damages. Seller acknowledges that, in the event this Agreement is validly terminated by Seller pursuant to Section 11.1(c) or Section 11.1(e), Seller shall only be entitled to draw upon the Deposit Letter of Credit and shall not be entitled to any other monetary damages (including any punitive, consequential or other damages). The Parties agree that the amount of liquidated damages represented by the Deposit Letter of Credit is reasonable considering all of the circumstances existing as of the Execution Date, constitutes the Parties’ good faith estimate of the actual damages reasonably expected to result from Buyer’s breach or the termination of this Agreement and such liquidated damages are not a penalty. If this Agreement is terminated for any reason other than by Seller pursuant to Section 11.1(c) or Section 11.1(e), then the Deposit Letter of Credit shall be immediately released and terminated, and Buyer and Seller shall deliver to the L/C Issuer joint written instructions (in form and substance reasonably satisfactory to Seller and Buyer) directing the L/C Issuer to terminate the Deposit Letter of Credit, and Seller shall promptly return the Deposit Letter of Credit to the L/C Issuer.

Section 11.3 Specific Performance; Remedies.

(a) The Parties each acknowledge that the rights of each Party to consummate the transactions contemplated by this Agreement are special, unique and of extraordinary character and that, in the event that any Party violates or fails or refuses to perform any covenant or agreement made by it in this Agreement, the non-breaching Party may be without an adequate remedy at law. The Parties agree, therefore, that in the event that any Party violates or fails or refuses to perform any covenant or agreement made by such Party in this Agreement, any non-breaching Party may, subject to the terms of this Agreement, institute and prosecute an Action to enforce specific performance of such covenant or agreement, and this right shall include the right of Seller to cause Buyer (as a third party beneficiary of the Debt Commitment Letter) to fully enforce the terms of the Debt Commitment Letter and the definitive Debt Financing documents against the Debt

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Financing Sources to the fullest extent permissible pursuant to the Debt Commitment Letter and the definitive Debt Financing documents, as applicable, and to thereafter cause the transactions contemplated by this Agreement to be consummated on the terms and subject to the conditions set forth herein. Each of the Parties hereby waives (a) any defenses in any action for specific performance, including the defense that a remedy at Law would be adequate and (b) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief. Notwithstanding anything to the contrary in this Agreement, it is explicitly agreed that prior to Closing Seller shall be entitled to seek specific performance of Buyer’s obligation to enforce the terms of the Equity Commitment Letters in accordance with the terms thereof to cause the Equity Financing to be funded, cause the Closing Payment to be funded and to cause Buyer to consummate the transactions contemplated by this Agreement, including to effect the Closing in accordance with Section 9.1 on the terms and subject to the conditions set forth in this Agreement only in the event that (i) all of the conditions set forth in Article VIII have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing, but subject to those conditions being capable of being satisfied at the Closing), (ii) the Debt Financing (or, if alternative debt financing is being used as contemplated by and in accordance with Section 6.16, pursuant to the commitments with respect thereto) has been funded or the Debt Financing Sources have confirmed in writing that the Debt Financing will be funded at the Closing, (iii) Buyer fails to complete the Closing by the date the Closing is required to have occurred pursuant to Section 9.1 and (iv) Seller has confirmed in writing that if specific performance is granted and the Equity Financing and Debt Financing are funded, then Seller will take such actions within its control to cause the Closing to occur.

(b) Notwithstanding anything to the contrary in this Agreement (but without limiting the right of specific performance set forth in Section 11.3(a)), with the exception of any liability of Buyer pursuant to Section 6.2(b), the maximum aggregate liability of Buyer in the event Closing does not occur shall be limited to $10,000,000 (the “Liability Limitation”), and, if Closing does not occur, in no event shall Seller or any of its Affiliates seek any amount in excess of the Liability Limitation in connection with this Agreement or the transactions contemplated hereby or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether at law or in equity, in contract, in tort or otherwise.

(c) In no event shall Seller be entitled to receive both specific performance pursuant to Section 11.3(a) and to receive any amounts under the Deposit Letter of Credit, or alternatively, any other monetary damages or other monetary remedies, whether under this Agreement, the Commitment Letters or otherwise.

ARTICLE XII

MISCELLANEOUS

Section 12.1 Expenses. Except as otherwise provided in this Agreement, whether or not the transactions contemplated hereby are consummated, all costs and expenses (including the fees and expenses of investment bankers, attorneys and accountants) incurred in connection with

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this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby shall be borne by Buyer, in the case of costs and expenses incurred by Buyer, and by Seller, in the case of costs and expenses incurred by Seller.

Section 12.2 Schedules. No disclosure on a Schedule relating to a possible breach or violation of any Contract or Law shall be construed as an admission or indication that such breach of violation exists or has occurred. The Schedules may include items and information that are not “material” relative to the Project, taken as a whole, and such inclusion shall not be deemed to be an acknowledgment or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or to further define the meaning of such term for purposes of this Agreement or otherwise. Disclosure of any fact or item in any Schedule shall be deemed to have been disclosed in any other Schedule; provided that the description of an item in a particular Schedule contains information reasonably adequate to inform a reader of the applicability of such item to other Schedules. Any disclosure in any Schedule that refers to a document is qualified in its entirety by reference to the text of such document, including all amendments, exhibits, schedules and other attachments thereto, so long as such document (including amendments, exhibits, schedules and other attachments thereto) has been made available to Buyer. Matters reflected in the Schedules are not necessarily limited to matters required by this Agreement to be disclosed herein or therein. Such additional matters are provided for information purposes only.

Section 12.3 Notices. All notices, requests, claims and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given, if given) by hand delivery, courier service, facsimile, electronic delivery in .pdf format via email (with a copy contemporaneously provided via hard delivery, courier service, facsimile or mail in accordance with this Section 12.3) or mailed by registered or certified mail, postage prepaid, return receipt requested, as follows:

(a) If to Buyer to:

Arc Terminals Joliet Holdings LLC

c/o Arc Logistics Partners LP

725 Fifth Avenue, 19th Floor

New York, NY 10022

Attention: Steven Schnitzer

Facsimile: (212) 993-1299

E-mail: sschnitzer@arcxlp.com

and

Attention: Bradley Oswald

Facsimile: (212) 993-1299

E-mail: boswald@arcxlp.com

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with a copy to (which shall not constitute notice):

Kirkland & Ellis LLP

600 Travis Street, 24th Floor

Houston, Texas 77002

Attention:	Anthony Speier, P.C.
	John D. Pitts

Facsimile: (713) 835-3601

E-mail:	anthony.speier@kirkland.com
	john.pitts@kirkland.com

(b) If to Seller to:

CenterPoint Properties Trust

1808 Swift Drive

Oak Brook, Illinois 60523

Attention: Eric Gilbert

Facsimile: (630) 586-8010

E-mail: egilbert@centerpoint.com

CenterPoint Properties Trust

1808 Swift Drive

Oak Brook, Illinois 60523

Attention: Brian Sheehan (Accounting)

Facsimile: (630) 586-2304

E-mail: bsheehan@centerpoint.com

with a copy to (which shall not constitute notice):

Vinson & Elkins L.L.P.

1001 Fannin, Suite 2500

Houston, Texas 77002

Attention: Kaam Sahely

Facsimile: (713) 615-5150

E-mail: ksahely@velaw.com

Notice given by personal delivery, courier service or mail shall be effective upon actual receipt, provided, if the day of the receipt is not a Business Day, then such notice shall be effective on the next Business Day. Notice given by facsimile or email shall be confirmed by appropriate answer back and shall be effective upon actual receipt if received during the recipient’s normal business hours on a Business Day, or at the beginning of the recipient’s next Business Day after receipt if not received during the recipient’s normal business hours or if not received on a Business Day. Any Party may change any address to which notice is to be given to it by giving Notice as provided above of such change of address.

Section 12.4 Amendments. No amendment, supplement or modification of this Agreement shall be binding unless executed in writing by the Party to be bound thereby. Notwithstanding anything to the contrary contained herein, Section 11.2, Section 11.3, Section 12.7,

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Section 12.8, Section 12.10, Section 12.11, Section 12.12 and this Section 12.4 may not be amended or waived in a manner that is adverse in any respect to a Debt Financing Source without the prior written consent of such Debt Financing Source.

Section 12.5 Waiver. At any time before the Closing, Buyer or Seller may (a) extend the time for the performance of any of the obligations or other acts of the other Party, (b) waive any inaccuracies in the representations and warranties of the other Party contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the obligations of the other Party or any of the conditions to its own obligations contained herein to the extent permitted by Law. Any agreement on the part of Buyer, on the one hand, and Seller, on the other, to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of Buyer and Seller. The failure of a Party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. No waiver of any of the provisions of the Transaction Documents shall be deemed or shall constitute a waiver of any other provision hereof or thereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Section 12.6 Public Announcements. Before the Closing, except as required by Law or by any applicable rule or regulation of any stock exchange, no Party shall issue any press release or otherwise make any public statement with respect to this Agreement and the transactions contemplated hereby without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed. With respect to any public statement of either Party that does not require the consent of the other Party, the Party making such statement shall, before public disclosure thereof, first consult with and provide the other Party with a reasonable opportunity to review the contents of such statement.

Section 12.7 Assignment. This Agreement shall not be assigned by operation of Law or otherwise without the prior written consent of all Parties; provided, however, that after Closing Buyer shall have the right to assign all or any portion of its rights and obligations pursuant to this Agreement to any Debt Financing Source pursuant to the terms of the Debt Commitment Letters for purposes of creating a security interest herein or otherwise assigning as collateral in respect of the Debt Financing.

Section 12.8 Parties in Interest. Except as expressly provided for in Article X, this Agreement shall be binding upon and inure solely to the benefit of the Parties and their successors and permitted assigns, and nothing in this Agreement, expressed or implied, is intended to confer upon any other Person any rights or remedies of any nature under or by reason of this Agreement; provided that the provisions of Section 12.4, Section 12.7, Section 12.10(b), Section 12.11, Section 12.12 and this Section 12.8 (and the definitions related thereto) shall be enforceable by each Debt Financing Source (and each is an intended third party beneficiary thereof).

Section 12.9 Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile or electronic transmission, each of which shall be deemed to constitute an original and shall become effective when one or more counterparts have been signed by each of the Parties.

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Section 12.10 Governing Law; Jurisdiction.

(a) This Agreement shall be governed by and construed, interpreted and enforced in accordance with the Laws of the State of Delaware, without regard to its conflicts of law rules. Each of the Parties agree that any Action brought to enforce the rights or obligations of any Party under this Agreement shall be commenced and maintained only in any court of competent jurisdiction located in Delaware and that any state court or federal court sitting in Delaware shall have exclusive jurisdiction over any such Action brought by any of the Parties. The Parties further agree, to the extent permitted by Law, that a final and nonappealable judgment against a Party in any Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and amount of such judgment. To the extent that any Party or any of its Affiliates has acquired, or hereafter may acquire, any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, such Party (on its own behalf and on behalf of its Affiliates) hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement and submits to the personal jurisdiction of any court described in this Section 12.10(a).

(b) Notwithstanding anything in this Section 12.10 to the contrary, each of the Parties agrees that it will not bring or support (and it will not support any of its Affiliates to bring or support) any claim, suit, action or other proceeding (whether at law, in equity, in contract, in tort or otherwise) against or involving any Debt Financing Source in any way relating to this Agreement or any of the transactions contemplated by this Agreement (including any related Debt Financing), including any dispute arising out of or relating in any way to the Debt Commitment Letters, the Debt Financing or the performance thereof, in any forum other than any New York State court or federal court sitting in the County of New York and the Borough of Manhattan (and appellate courts thereof). The Parties further agree that each of the Parties hereto irrevocably waives any and all right to trial by jury in any suit, action or other proceeding pursuant to this Section 12.10(b).

Section 12.11 Waiver of Jury Trial. THE PARTIES AGREE THAT THEY AND THEIR AFFILIATES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (INCLUDING, WITHOUT LIMITATION, THE DEBT FINANCING AND ANY ACTION AGAINST ANY DEBT FINANCING SOURCE), WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION WHATSOEVER BETWEEN OR AMONG THEM

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RELATING TO THIS AGREEMENT, ANY OTHER AGREEMENT, INSTRUMENT OR CERTIFICATE CONTEMPLATED HEREBY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THAT SUCH ACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Section 12.12 No Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as Parties in their capacities as such and no former, current or future equity holders, controlling persons, directors, officers, employees, agents or Affiliates of any Party, Debt Financing Source or Investor or any former, current or future, direct or indirect, equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the Parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Each Non-Recourse Party is expressly intended as a third-party beneficiary of this Section 12.12. Without limiting the rights of any party hereto against the other parties hereto, in no event shall any Party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages in respect of this Agreement (or the failure of the transactions contemplated hereby to be consummated) from, any Non-Recourse Party.

Section 12.13 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In such case, the Parties shall promptly meet and in good faith negotiate substitute provisions for those rendered or declared illegal or unenforceable so as to preserve as nearly as possible the contemplated economic effects of the transactions contemplated hereby.

Section 12.14 Entire Agreement. This Agreement and the Annexes, Exhibits and Schedules and the Equity Commitment Letters and the other Transaction Documents constitute the entire agreement among the Parties and supersede all prior agreements and understandings oral or written, among the Parties with respect to the subject matter hereof and thereof. There are no warranties, representations or other agreements between the Parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby.

[Signature Pages Follow]

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This Agreement has been duly executed and delivered by the Parties on the date first above written.

SELLER: CENTERPOINT PROPERTIES TRUST
By:	/s/ Eric J. Gilbert
Name:	Eric J. Gilbert
Title:	Senior Vice President Infrastructure and Logistics
By:	/s/ Brian M. Sheehan
Name:	Brian M. Sheehan
Title:	Senior Vice President, Controller

[Signature Page to Membership Interest Purchase Agreement]

BUYER:
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 Membership Interest Purchase Agreement]

ANNEX I

DEFINITIONS

As used herein, the following terms have the meanings set forth below:

“Acquired Companies” has the meaning set forth in the recitals.

“Actions” means any action, suit, hearing, investigation, litigation, charge, complaint, demand or other proceeding, or arbitration, by or before any Governmental Authority or arbitral body.

“Adjustment Amount” means the sum (if any) of (a) solely if the Commencement Date (which for purposes of this clause (a) shall be deemed to be the date the conditions in Section 8.1(e) and Section 8.2(e) are satisfied) has not occurred by the date that is 30 days after the Guaranteed Completion Date, $1,500,000, plus (b) without duplication of any amounts deducted pursuant to the foregoing clause (a), solely if the Commencement Date (which for purposes of this clause (b) shall be deemed to be the date the conditions in Section 8.1(e) and Section 8.2(e) are satisfied) has not occurred by the date that is 60 days after the Guaranteed Completion Date, $3,000,000, plus (c) solely if the Commencement Date (which for purposes of this Section 2.2(c) shall be deemed to be the date the conditions in Section 8.1(e) and Section 8.2(e) are satisfied) has not occurred by the date that is 90 days after the Guaranteed Completion Date, an amount equal to the product of (i) an amount determined by multiplying the number of days elapsed since the date that is 90 days after the Guaranteed Completion Date, by 3,000, multiplied by (ii) the then-effective Base Fee.

“Affiliate” means any Person that directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For the purposes of this definition, “control” means, where used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings. For the sake of clarity, before the Closing, the Acquired Companies are Affiliates of Seller; from and after the Closing, the Acquired Companies are Affiliates of Buyer.

“Agreement” has the meaning set forth in the preamble.

“Anti-Bribery and Anti-Corruption Laws” means applicable Laws addressing prohibitions against improper payments and bribery of officers, directors, employees, agents and affiliates of Governmental Authorities, business partners or other commercial parties, particularly local laws in effect in the jurisdiction in which the Project, Barge Terminal Assets and the Expansion Land are located, including, but not limited to, the U.S. Foreign Corrupt Practices Act of 1977, as amended.

“Applicable Formation Date” means with respect to (a) the Company, March 4, 2014 and (b) Pipeline Sub, April 24, 2014.

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“Applicable Survival Period” means with respect to the representation and warranty set forth in Section 4.6 (Taxes), 60 days following the expiration of the statute of limitations under the Code.

“Approved Cost Plan” has the meaning given in the Construction Contract.

“Arbiter” has the meaning set forth in Section 2.5.

“Asset Allocation” has the meaning set forth in Section 2.5.

“Assignment of Membership Interests” has the meaning set forth in Section 9.2(a).

“Barrel” means a volumetric measurement equal to 42 U.S. gallons of Product.

“Barge Terminal Assets” has the meaning set forth in the recitals.

“Base Fee” has the meaning given in the Terminal Services Agreement.

“Books and Records” means all documents, instruments, papers, books and records, books of account, files and data (including customer and supplier lists), catalogs, brochures, sales literature, promotional material, certificates and other documents used in or associated with the Project or the ownership of the Company Assets, including electronic records, financial statements, Tax Records, ledgers, minute books, copies of Contracts, Licenses, operating data and environmental reports, studies and plans.

“Business Day” means a day, except Saturday, Sunday and days when federally chartered banks in the United States are required to be closed.

“Buyer” has the meaning set forth in the preamble.

“Buyer Indemnified Parties” has the meaning set forth in Section 10.1.

“Buyer Tax Returns” has the meaning set forth in Section 7.4(b).

“Claim Notice” has the meaning set forth in Section 10.10(a).

“Closing” has the meaning set forth in Section 9.1.

“Closing Date” has the meaning set forth in Section 9.1.

“Closing Payment” has the meaning set forth in Section 2.2.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commencement Date” has the meaning given in the Terminal Services Agreement.

“Commitment Letter” has the meaning set forth in Section 5.6.

“Company” has the meaning set forth in the recitals.

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“Company Assets” means (a) all assets, rights and properties (including, as of Closing, the Rail Terminal, Connecting Pipeline, the Barge Terminal Assets and the Expansion Land) of the Acquired Companies of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, whether absolute, accrued, contingent, fixed or otherwise and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person, including cash, cash equivalents, accounts and notes receivable, chattel paper, documents, instruments, general intangibles, real estate, equipment, inventory, goods and Intellectual Property, and (b) all other assets reflected in the Books and Records.

“Company Transaction Fees and Expenses” means (i) all fees and expenses (including all professional fees and expenses) incurred by any Acquired Company (or for which any Acquired Company would otherwise be liable) in connection with or related to the transactions contemplated by this Agreement, and (ii) all bonuses or other payments to employees (if any), agents and consultants of and to any Acquired Company that become due and payable prior to or as a result of the consummation of the transactions contemplated by this Agreement and that are unpaid obligations of any Acquired Company as of the Closing (including the employer portion of any payroll, social security, unemployment or similar Taxes associated with any compensatory payment made in connection with the transactions contemplated under this Agreement).

“Confidentiality Agreement” means that certain Confidentiality Agreement between Seller and Arc Logistics Partners LP dated September 22, 2014.

“Connecting Pipeline” has the meaning set forth in the recitals.

“Construction Contract” means that certain Construction Contract between the Company and EPC Contractor dated August 26, 2014.

“Construction Management Agreement” has the meaning set forth in Section 9.2(b).

“Contested Amounts” has the meaning set forth in Section 2.4(a)(ii).

“Contest Notice” has the meaning set forth in Section 10.10(b).

“Contract” means any legally binding agreement, lease, license, evidence of Indebtedness, mortgage, indenture, security agreement or other contract or agreement (whether written or oral).

“Credit Support Obligations” has the meaning set forth in Section 6.12(a).

“Debt Commitment Letters” has the meaning set forth in Section 5.6.

“Debt Financing” has the meaning set forth in Section 5.6.

“Debt Financing Sources” has the meaning set forth in Section 5.6.

“Defect” has the meaning given in the Construction Contract.

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“Deposit Letter of Credit” has the meaning set forth in Section 2.3.

“Earn-Out Payment” has the meaning given in Section 2.4(b)(i).

“Earn-Out Period” has the meaning given in Section 2.4(b)(i).

“Earn-Out Statement” has the meaning given in Section 2.4(b)(i).

“Environmental Action” means any Action, notice of non-compliance, Liability or violation, request for information, consent order or consent agreement by any Person relating in any way to any Environmental Law or any Environmental Permit.

“Environmental Laws” means any applicable foreign, federal, state or local Law in effect as of or prior to the Closing Date relating to protection of the environment (including natural resources), occupational health or workplace safety, pollution or other environmental degradation or Hazardous Materials.

“Environmental Permit” means any License or other authorization required or issued under any Environmental Law.

“EPC Contractor” means Ragnar Benson Construction LLC in its capacity as contractor under and pursuant to the Construction Contract.

“Equity Commitment Letters” has the meaning set forth in Section 5.6.

“Equity Financing” has the meaning set forth in Section 5.6.

“Equity Interest” means, with respect to any Person, (a) any capital stock, partnership or membership interest, unit of participation or other similar interest (howsoever designated) in such Person and (b) any option, warrant, purchase right, conversion right, exchange right or other Contract which would entitle any other Person to acquire any such interest in such Person or otherwise entitle any other Person to share in the equity, profits, earnings, losses or gains of such Person (including stock appreciation, phantom stock, profit participation or other similar rights).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Escrow Agent” means Citibank, N.A..

“Escrow Agreement” means that certain Escrow Agreement, entered into as of the date hereof, by and between the Escrow Agent, Seller and Buyer, in substantially the form attached hereto as Exhibit E.

“Execution Date” has the meaning set forth in the preamble.

“Exercised Option Fee” has the meaning given in the Terminal Services Agreement.

“Expansion Land” has the meaning set forth in the recitals.

“Facility” has the meaning given in the Terminal Services Agreement.

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“FERC” has the meaning set forth in the recitals.

“Final Commencement Date Notice” has the meaning set forth in Section 8.1(e).

“Final Completion” has the meaning given in the Construction Contract.

“Final Completion Escrow Amount” has the meaning set forth in Section 6.15(c).

“Financing” has the meaning set forth in Section 5.6.

“Fundamental Representations” means the representations and warranties set forth in Section 3.1, Section 3.2, Section 4.1, Section 4.2(a), Section 4.4, Section 4.17 and Section 4.18.

“GAAP” means United States generally accepted accounting principles consistently applied.

“Governmental Authority” means the federal government of the United States, any court, tribunal, arbitrator, authority, agency (including FERC), commission, official or other instrumentality of the United States (including, with respect to compliance with the United States Department of Justice and Federal Trade Commission), any foreign country or any domestic or foreign state, county, city or other political subdivision.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, ruling, decision, verdict, determination or award made, issued or entered by or with any Governmental Authority.

“Guaranteed Completion Date” has the meaning set forth in the Terminal Services Agreement.

“Hazardous Materials” means (a) petroleum or petroleum products and any fractions or derivatives thereof, natural or synthetic gas, asbestos, and polychlorinated biphenyls, (b) any substances defined as or included in the definition of “hazardous wastes,” “hazardous materials,” “hazardous substances,” “extremely hazardous substances,” “restricted hazardous wastes,” “special wastes,” “toxic substances,” “toxic chemicals,” “toxic pollutants,” “contaminants” or “pollutants” or words of similar import under any Environmental Law, (c) radioactive materials, substances and waste (including naturally-occurring radioactive materials) and (d) any other substance, waste or material exposure to which is regulated under, or which may give rise to Liability pursuant to, any Environmental Law.

“Hedging Agreement” has the meaning set forth in Section 4.12(a)(xiii).

“Indebtedness” of any Person means any obligations or liabilities of such Person (a) for borrowed money, whether secured or unsecured, including all outstanding principal, interest, fees and other amounts payable with respect thereto (including, for the avoidance of doubt, any prepayment penalties, make-whole payments or breakage fees associated with the payment of such borrowed money); (b) evidenced by notes, bonds, indentures or similar instruments, including all outstanding principal, interest, fees and other amounts payable with respect thereto (including, for the avoidance of doubt, any prepayment penalties, make-whole payments or

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breakage fees associated with the payment of such borrowed money); (c) for the deferred purchase price of goods and services (including “earn out” payments, other than any earn out payments contemplated by this Agreement), all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement; (d) under leases required in accordance with GAAP to be capitalized on such Person’s balance sheet; (e) for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction, but excluding any such obligations that are fully discharged and/or released at the Closing, (f) under any interest rate, currency or other hedging arrangement or derivatives transaction, (g) all Company Transaction Fees and Expenses that are unpaid obligations of any Acquired Company at the Closing, (h) all obligations of such Person with respect to the posting of collateral and similar obligations or as obligor, guarantor, surety or otherwise, including pursuant to “keep well” agreements, agreements to maintain or contribute cash or capital to any Person or other similar agreements or arrangements, but excluding any such obligations that are fully discharged and/or released at the Closing; or (i) any change of control payments or prepayment premiums, penalties, charges or equivalents thereof with respect to any obligations of the type referred to in clauses (a) through (h) that are required to be paid at the time of, or the payment of which would become due and payable solely as a result of, the execution of this Agreement or the consummation of the transactions contemplated hereby.

“Indemnifying Party” has the meaning set forth in Section 10.10(a).

“Indemnitee” has the meaning set forth in Section 10.10(a).

“Indemnity Deductible” has the meaning set forth in Section 10.3(a).

“Insurance Proceeds” means any proceeds paid or payable from claims made against coverage under pre-paid insurance policies of the Company held by the Company before the Closing and covering the Company Assets.

“Intellectual Property” means all patents, copyright registrations, trademark and service mark registrations, applications for any of the foregoing, and whether or not registered, all designs, copyrights, trademarks, service marks, trade names, secret formulae, trade secrets, secret processes, computer programs and confidential information, including all rights to any such property that is owned by and licensed from others and any goodwill associated with any of the above.

“Interim Period” has the meaning set forth in Section 6.1.

“Investors” has the meaning set forth in Section 5.6.

“Knowledge”, with respect to Seller, means the actual knowledge of Eric Gilbert, Brian Sheehan, Stefanie Heinzen and Michael Tortorici, in each case, following reasonable inquiry and investigation of the employees with responsibility for the subject-matter at issue.

“Laws” means any applicable statute, law, rule, regulation, ordinance, order, code, ruling, writ, injunction, decree, stay, judgment, ruling, decision, assessment or other official act (including common law), License, permit, of or by any Governmental Authority.

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“L/C Issuer” has the meaning set forth in Section 2.3.

“Leases” means leases of real property.

“Liability Notice” has the meaning set forth in Section 10.10(b).

“Liabilities” means all losses, damages, dues, assessments, fines, penalties, fees, costs (including costs of investigation, defense and enforcement), Taxes, expenses or amounts paid in settlement (in each case, including reasonable attorneys’ and experts’ fees and expenses), obligations or liabilities, including any undisclosed, unfixed, unknown, unliquidated, unsecured, unmatured, unaccrued, unasserted, contingent, conditional, inchoate, implied, vicarious, joint, several or secondary liabilities.

“Liability Limitation” has the meaning set forth in Section 11.3(b).

“Licenses” means all licenses, permits, certificates of authority, authorizations, approvals, registrations, franchises and similar consents granted or issued by any Person and are associated with or necessary to operate the Acquired Companies or the Company Assets or are used in connection with the Project.

“Liens” means any mortgage, pledge, assessment, security interest, lease, lien, adverse claim, levy, charge, option, right of first refusal, charges, deeds of trust, easements, rights-of-way, restrictions, encroachments, Licenses, Leases, permits, security agreements or other encumbrance of any kind and other restrictions or limitations on the use or ownership of real or personal property or irregularities in title thereto or any conditional sale Contract, title retention Contract or other Contract to give any of the foregoing.

“Major Customer” means that certain major oil company that is party to the Terminal Services Agreement.

“Major Customer Commencement Date Letter” means that certain letter agreement, by and between Seller (on behalf of the Company) and the Major Customer, dated as of January 30, 2015, and acknowledged and agreed by the Major Customer on February, 9 2015.

“Material Adverse Effect” means with respect any Person, any event, effect, fact, circumstance, change, condition or occurrence that, individually or taken together with any other event, effect, fact, circumstance, change, condition or occurrence, that has had, or would reasonably be expected to have, a material adverse effect on the business, assets, liabilities, financial condition or results of operations of such Person, taken as a whole, or would reasonably be expected to prevent or materially restrict the ability of Seller to perform its obligations under this Agreement or any Transaction Document or to consummate the transactions contemplated by this Agreement, other than any event, effect, fact, circumstance, change, condition or occurrence arising or resulting from (a) general economic conditions, including changes in (i) financial or credit market conditions, (ii) interest rates or currency exchange rates, (iii) the price of commodities or raw materials, including crude oil, used in connection with the Project, the Barge Terminal Assets or the Expansion Land or (iv) the borrowing capacity of any Governmental Authority or the ability of any Governmental Authority to issue debt; (b) conditions generally affecting any of the industries in which the Company or its Affiliates

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operate; (c) acts of God or other calamities, national or international political or social actions or conditions, including any crisis affecting public health, safety or welfare, the engagement by any country in hostilities, whether commenced before or after the Execution Date, and whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack; (d) changes in Law or in GAAP or interpretation thereof; (e) any failure to meet internal projections relating to the Project, the Barge Terminal Assets or the Expansion Land (it being understood that the underlying events, facts, circumstances, changes or occurrences contributing to such failure to meet such projections may be taken into account, to the extent not excluded under another clause of this definition, in determining whether a Material Adverse Effect has occurred); (f) any actions taken by Seller or any Acquired Company, or Seller’s or any Acquired Company’s failures to take action, in each case, to which Buyer has expressly consented; (g) any action taken by Buyer or the execution or announcement of, or the taking of any action contemplated by, this Agreement and the other agreements contemplated hereby, including by reason of the identity of Buyer or any communication by Buyer regarding the plans or intentions of Buyer with respect to the Project, the Barge Terminal Assets or the Expansion Land; or (h) Seller’s compliance with the terms of this Agreement, except, in the case of the foregoing clause (c), to the extent (but only to the extent) that any such event, fact, circumstance, change, condition or occurrence could reasonably be expected to have a disproportionate impact on any Acquired Company, taken as a whole, compared to other comparable participants in the Acquired Companies’ industries.

“Material Contracts” has the meaning set forth in Section 4.12(a).

“Mechanical Completion” has the meaning given in the Construction Contract.

“Membership Interests” has the meaning set forth in Section 2.1.

“Mokena-to-Joliet Pipeline” means Mobil Pipe Line Company’s Mokena to Joliet crude pipeline.

“Monthly Amendment Revenue” has the meaning set forth in Section 2.4(b)(ii).

“Monthly Period” has the meaning set forth in Section 2.4(b)(ii).

“Monthly TSA Revenue” has the meaning set forth in Section 2.4(b)(ii).

“New Debt Commitment Letters” has the meaning set forth in Section 6.16(b).

“Non-Compensatory Damages” has the meaning set forth in Section 10.7.

“Non-Recourse Party” has the meaning set forth in Section 12.12.

“Organizational Documents” means, with respect to any Person, the certificate or articles of incorporation or organization and by-laws, the limited partnership agreement, the partnership agreement, the limited liability company agreement, the operating agreement or the trust agreement, or such other organizational documents of such Person, including those that are required to be registered or kept in the jurisdiction of incorporation, organization or formation of such Person and which establish the legal personality of such Person.

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“Option” with respect to any Person means any security, right, subscription, warrant, option, “phantom” stock right or other Contract that gives the right to (a) purchase or otherwise receive or be issued any shares of capital stock or other equity interest of such Person or any security of any kind convertible into or exchangeable or exercisable for any shares of capital stock or other equity interest of such Person or (b) receive or exercise any benefits or rights similar to any rights enjoyed by or accruing to the holder of shares of capital stock or other equity interest of such Person.

“Option Lot” has the meaning set forth in Section 6.23.

“Option Period” has the meaning set forth in Section 6.23.

“Outside Date” has the meaning set forth in Section 11.1(b).

“Party” or “Parties” means the party or parties to this Agreement.

“Permitted Lien” means (a) any Lien for current Taxes that are not yet due and payable or that are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established in accordance with GAAP, (b) any Lien in favor of landlords, carriers, warehousemen, mechanics, workmen and materialmen and statutory construction or similar liens arising by operation of Law or incurred in the ordinary course of business for sums not yet due or that are being contested in good faith as to which adequate reserves (in accordance with GAAP) exist, (c) any Lien created by Buyer or any of its Affiliates, (d) any right reserved to or vested in any Governmental Authority to control or regulate any real property or interests therein in any manner, and all Laws of any Governmental Authority, provided the effect of any thereof shall not restrict the operations or business of any Acquired Company in the manner intended to be conducted as of the Closing Date or otherwise detract materially from the value or utility thereof, (e) with respect to the Real Property (i) any condition that may be shown by a current, accurate survey; provided that such conditions, individually and in the aggregate, do not impair in any material respect the occupancy, use or operation of any Real Property for purposes of the Project, the Barge Terminal Assets or the Expansion Land, (ii) any easement, encroachment, restriction, right-of-way and any other non-monetary title defect, whether or not of record; provided, that, any such easements, encroachments, restrictions, rights-of-way and other non-monetary title defects, individually and in the aggregate do not impair in any material respect the occupancy, use or operation of any Real Property for the purposes for which it is currently or proposed to be used in connection with the Acquired Companies’ respective businesses, (iii) zoning, building, land use, and environmental regulations which do not or would not materially impair the use or occupancy of the Real Property in the operation of the Project conducted thereon and (iv) restrictive covenants and reservations of mineral rights as shown on commitments for title insurance issued by the Title Company which do not or would not materially impair the use or occupancy of the Real Property in the operation of the Project conducted thereon; (f) the Liens described on Schedule A-I; and/or (g) other Liens that would not, individually or in the aggregate, detract materially from the value of any Acquired Company or its assets or otherwise materially adversely affect the utility thereof.

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“Person” means any natural person, corporation, limited liability company, general partnership, limited partnership proprietorship, other business organization, trust, union, association or Governmental Authority.

“Pre-Closing Period” has the meaning set forth in the definition of “Seller Taxes.”

“Pipeline Sub” has the meaning set forth in the recitals.

“Policy” has the meaning set forth in the Construction Contract.

“Post-Closing Period” means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning immediately after the Closing Date (determined in accordance with Section 7.5).

“Pre-Closing Tax Returns” has the meaning set forth in Section 7.4(a).

“Preliminary Settlement Statement” has the meaning set forth in Section 2.4(a)(i).

“Product” means crude oil (including bitumen) or any light refined petroleum products (including but not limited gasoline or distillates) or heavy refined petroleum products (including but not limited to asphalt, fuel oil and vacuum gas oil).

“Project” has the meaning set forth in the recitals.

“Project Schedule” has the meaning given in the Construction Contract.

“Purchase Option” has the meaning set forth in Section 6.23.

“Purchase Price” has the meaning set forth in Section 2.2.

“Qualifying Claim” has the meaning set forth in Section 10.3(a).

“Rail Terminal” has the meaning set forth in the recitals.

“Real Property” has the meaning set forth in Section 4.9(a).

“Release” means any release, disposal, discharge, dispersal, leaching, leaking, pumping, pouring, placing, emitting, injecting, dumping or migration into the indoor or outdoor environment or into or out of any property, including the movement of Hazardous Materials through the air, soil, surface water, ground water or property.

“Representative” means with respect to a Person, such Person’s Affiliates and its and their officers, directors, managers, members, partners, employees, agents, attorneys, accountants, advisors and representatives.

“Restricted Commitment Letter Amendments” has the meaning set forth in Section 6.16(b).

“Rights-of-Way” has the meaning set forth in Section 4.9(c).

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“Seller” has the meaning set forth in the preamble.

“Seller Indemnified Parties” has the meaning set forth in Section 10.2.

“Seller Taxes” means (i) any and all Taxes imposed on, asserted against, attributable to, or with respect to each Acquired Company or the Company Assets for any taxable period ending on or before the Closing Date and for the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 7.5) (“Pre-Closing Period”), (ii) any and all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Acquired Companies (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation, (iii) the reasonable out-of-pocket costs of preparing or amending any Tax Return for a Pre-Closing Period, and (iv) any and all Taxes of any person (other than any other Acquired Company) imposed on the Acquired Company as a transferee or successor, by operation of Law or by Contract or otherwise, to the extent such Taxes arise out of an event or transaction occurring before the Closing.

“Specified Representations” means the representation and warranty set forth in Section 4.6 (Taxes).

“Straddle Period” means any taxable period beginning on or before and ending after the Closing Date.

“Substitute Financing” has the meaning set forth in Section 6.16(b).

“Surveys” shall mean surveys for each Real Property prepared by a licensed surveyor reasonably satisfactory to Buyer, and conforming to the 2011 ALTA/ACSM Minimum Standard Detail Requirements for Urban Land Title Surveys, including Table A Item Nos. 1, 2, 3, 4, 6, 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(b), 13, 14, 15 and 16, and such other standards as the Title Company may require for issuance of title insurance in form reasonably approved by Buyer.

“Tax Benefit” has the meaning set forth in Section 10.3(d)(ii).

“Tax Proceeding” has the meaning set forth in Section 7.2.

“Tax Records” has the meaning set forth in Section 7.1.

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto and any amendment thereof.

“Taxes” means any and all taxes, fees, levies and other charges in the nature of a tax, imposed by any Taxing Authority, together with any related interest, penalties, estimated taxes, or other additions to tax, or additional amounts imposed by any Taxing Authority (whether payable directly or by withholding and whether or not requiring the filing of a Tax Return), and without limiting the generality of the foregoing, shall include net income taxes, alternative or add-on minimum taxes, gross income taxes, gross receipts taxes, sales taxes, unclaimed property, escheat, use taxes, rollback taxes, ad valorem taxes, value added taxes, franchise taxes, profits

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taxes, license taxes, transfer taxes, recording taxes, payroll taxes, employment taxes, disability taxes, occupation taxes, social security taxes, public utility taxes, registration taxes, capital stock taxes, capital gain taxes, withholding taxes, production taxes, excise taxes, severance taxes, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profit taxes and environmental taxes. “Taxes” shall include any liability for such amounts as a result of being a member of a combined, consolidated, unitary or affiliated group or transferee or successor, by operation of Law or by Contract or otherwise.

“Taxing Authority” means, with respect to any Tax, the Governmental Authority that imposes such Tax and the agency (if any) charged with the collection or administration of such Tax for such Governmental Authority.

“Terminal Services Agreement” means that certain Terminal Services Agreement between the Company and the Major Customer dated May 28, 2014, as amended by the TSA Amendment. As used in this Agreement, the term the “Terminal Services Agreement” shall not include any other amendment to such agreement unless amended during the Interim Period in accordance with Section 6.1 (in which case the term “Terminal Services Agreement” shall include such amendment).

“Third-Party Claim” has the meaning set forth in Section 10.10(a).

“Third-Party Claim Notice” has the meaning set forth in Section 10.10(a).

“Title Company” means Chicago Title Insurance Company, a Nebraska corporation.

“Transaction Documents” means this Agreement and the Assignment of Membership Interests.

“Transfer Taxes” has the meaning set forth in Section 7.3.

“TSA Amendment” means that certain Amendment to Terminal Services Agreement between the Company and the Major Customer dated September 30, 2014.

“TSA Minimum Volume Commitment” has the meaning given to the term “Minimum Volume Commitment” in the Terminal Services Agreement.

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EX-10.1

Exhibit 10.1

EXECUTION VERSION

ARC LOGISTICS PARTNERS LP

February 19, 2015

Arc Terminals Joliet Holdings LLC

c/o Arc Logistics Partners LP

725 Fifth Avenue, 19th Floor

New York, NY 10022

Ladies and Gentlemen:

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 capitalized term used but not defined in this letter agreement will have the meaning ascribed to it in the Purchase Agreement, except as otherwise provided below.

1. Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it

and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the Transaction.

2. Conditions. The obligation of Sponsor to fund or cause the funding of the Commitment shall be subject only to (i) the satisfaction, or, to the extent legally permissible, waiver by Buyer, of each of the conditions to Buyer’s obligations to consummate the Transaction set forth in Section 8.1 of the Purchase Agreement (other than those conditions that, by their nature, are to be satisfied at the Closing, but subject to their satisfaction at the Closing, or those conditions that are not satisfied in accordance with the terms of the Purchase Agreement), (ii) the Debt Financing (including any Substitute Financing) has been funded in accordance with the terms thereof or will be funded on the date Closing is required to occur pursuant to the Purchase Agreement if the Equity Financing is funded at such date and (iii) the concurrent consummation of the Closing in accordance with the terms of the Purchase Agreement.

3. Enforceability. Subject to the immediately following sentence, this letter agreement may only be enforced by Buyer, and nothing set forth in this letter shall be construed to confer upon or give to Seller or any other Person (including Buyer’s and Seller’s direct and indirect creditors other than, for the avoidance of doubt, Seller as a creditor of Buyer), other than the parties hereto and their respective successors and permitted assigns, any benefits, rights or remedies under or by reason of this letter agreement, or any rights to enforce the Commitment or to cause Buyer to enforce the Commitment. Subject to all terms and conditions of the Purchase Agreement, including Section 11.3 of the Purchase Agreement, Seller is hereby made a third party beneficiary of the rights granted hereby only for the purpose of seeking specific performance of Buyer’s right to cause the Commitment to be funded (solely to the extent that Buyer can enforce the Commitment in accordance with the terms hereof). Any exercise of such third party beneficiary rights are subject to Seller’s prior delivery of written notice to Buyer and Sponsor stating Seller’s unqualified acceptance of, and agreement to comply with, the provisions and limitations of this letter agreement. The exercise by Buyer or Seller of any right to enforce this letter agreement does not give rise to any other remedies, monetary or otherwise. This letter agreement is being entered into by Buyer and Sponsor to induce the Seller to enter into the Purchase Agreement. The Sponsor hereby waives any defense to specific performance that a remedy at law would be adequate or that, absent specific performance, no irreparable harm would be suffered and any requirement under applicable law to post a bond or other security as a prerequisite to obtaining equitable relief.

4. No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Buyer, Sponsor and Seller. A written release or waiver by a party hereto of any rights hereunder shall be deemed an amendment or modification hereof. This letter agreement constitutes the sole agreement, and

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supersedes all prior agreements, understandings and statements, written or oral, between Sponsor or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other, with respect to the transactions contemplated hereby.

5. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial

(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of such state or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than those of the State of New York.

(b) EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF NEW YORK STATE OR THE UNITED STATES FEDERAL COURTS SITTING IN NEW YORK COUNTY, STATE OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN THE COURTS OF NEW YORK STATE OR THE UNITED STATES FEDERAL COURTS SITTING IN NEW YORK COUNTY, STATE OF NEW YORK AND WAIVES ANY CLAIM THAT SUCH SUIT OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY AGREES THAT LIABILITY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL BE DETERMINED SOLELY BY A FINAL AND UNAPPEALABLE JUDGMENT IN ANY ACTION OR PROCEEDING (OR A SETTLEMENT TANTAMOUNT THERETO), AND ANY SUCH FINAL AND UNAPPEALABLE JUDGMENT SHALL BE CONCLUSIVE AND MAY BE ENFORCED BY SUIT ON THE JUDGMENT IN ANY JURISDICTION WITHIN OR OUTSIDE THE UNITED STATES OR IN ANY OTHER MANNER PROVIDED IN LAW OR IN EQUITY.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING DIRECTLY OR INDIRECTLY OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS LETTER AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.

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6. Counterparts. This letter agreement may be executed in any number of counterparts (including by facsimile or electronic transmission in “portable document format”), and all such counterparts shall together constitute one and the same agreement.

7. Confidentiality. This letter agreement shall be treated as confidential and is being provided to Buyer solely in connection with the Purchase Agreement and may not be used, circulated, quoted or otherwise referred to in any document (other than the Purchase Agreement and the Co-Sponsor Equity Commitment Letters), except with the prior written consent of the Sponsor; provided, however, that (a) this letter agreement shall be provided to Seller (so long as Seller agrees to keep, and agrees to cause its respective Affiliates and Representatives to keep, this letter agreement confidential on terms that are substantially identical to the terms contained in this sentence) and (b) Seller may disclose this letter agreement (i) to its respective Affiliates and Representatives, (ii) to the extent required by law or the applicable rules of any national securities exchange (including, without limitation, a summary description thereof in the documents filed or furnished by Seller with the U.S. Securities and Exchange Commission) or (iii) in connection with any litigation relating to this letter agreement, the Purchase Agreement or the transactions contemplated hereby or thereby.

8. Termination. The obligation of Sponsor to fund the Commitment will terminate automatically and immediately upon the earliest to occur of (a) the consummation of the Transaction, (b) the valid termination of the Purchase Agreement in accordance with its terms, (c) the date that is five (5) Business Days after the Outside Date, provided that, in the event any claim seeking an injunction, specific performance or other equitable remedy against Buyer under Purchase Agreement is then pending, this letter agreement shall not terminate under this clause (c) until any such claim has been resolved in a final non-appealable decision by a court of competent jurisdiction, and (d) Seller or any of its Affiliates or Representatives acting on their behalf assert in any litigation or other legal proceeding or arbitration any claim against Sponsor, any Non-Recourse Party or their respective Affiliates in connection with the Purchase Agreement or any of the transactions contemplated hereby or thereby (other than any claim relating to any breach, or seeking to prevent any breach, of the Confidentiality Agreement or any claim by Seller seeking specific performance against (i) Buyer under the Purchase Agreement or (ii) Sponsor under this letter agreement as contemplated by Section 3 hereof); provided that no claim described in clause (ii) may seek to cause Sponsor to contribute more than the Commitment, and if Seller or any of its Affiliates asserts any such claim, this letter agreement shall terminate in accordance with this Section 8. Upon valid termination of this letter agreement, the Sponsor shall not have any further obligations or liabilities hereunder.

9. No Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement, or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this letter agreement, Buyer covenants, agrees and acknowledges that no Person other than Sponsor has any liability, obligation or commitment of any nature, known or unknown, whether due or to become due, absolute, contingent or otherwise, hereunder and that, notwithstanding that Sponsor or any of its successors or permitted assigns may be limited partnerships, Buyer has no right of recovery under this letter agreement or under any document or instrument delivered in connection herewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation, the transactions contemplated hereby or in respect of any oral representations made or

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alleged to be made in connection herewith, against, and no personal liability whatsoever shall attach to, be imposed upon or be incurred by, any former, current or future equity holders, controlling persons, incorporators, directors, officers, employees, advisors, agents, representatives, Affiliates (other than any assignee to which this letter agreement is assigned pursuant Section 13 hereof), members, managers or general or limited partners of Sponsor or any former, current or future stockholder, controlling person, incorporator, director, officer, employee, advisor, general or limited partner, member, manager, Affiliate (other than any assignee to which this letter agreement is assigned pursuant Section 13 hereof), financing source, portfolio company, representative or agent of any of the foregoing and their successors or assigns (collectively, but not including Buyer, each a “Non-Recourse Party”), whether by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party, as such, for any obligations of Sponsor or any of its successors or permitted assignees under this letter agreement or any documents or instruments delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligation or their creation.

10. Headings. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this letter agreement.

11. Severability. If any provision of this letter agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other Persons or circumstances. Notwithstanding the foregoing, the parties hereto intend that the remedies and limitations thereon contained in this letter agreement, including Section 9, be construed as an integral provision of this letter agreement and that such remedies and limitations shall not be severable in any manner that increases liability or obligations hereunder of any party hereto or of any Non-Recourse Party.

12. Representations and Warranties. Sponsor hereby represents and warrants to Buyer that (a) it is duly organized and validly existing under the laws of its jurisdiction or organization and has all necessary entity power and authority to execute, deliver and perform this letter agreement, (b) the execution, delivery and performance of this letter agreement by it has been duly and validly authorized and approved by all necessary entity action by it, (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this letter agreement, (d) all consents, approvals, authorizations and permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this letter agreement by it have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this letter agreement, and (e) this letter agreement does not conflict with or result in any breach, violation or infringement of (with or without notice, the lapse of time or both) any provision of its organizational or governing documents or violate or infringe any Law applicable to Sponsor.

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13. Assignment. Sponsor shall be entitled to assign all or a portion of its obligations hereunder to one or more Person(s) that agree to assume Sponsor’s obligations hereunder; provided that Sponsor shall remain obligated to perform its obligations hereunder to the extent not performed by such Person(s). Except as provided above, this letter agreement (including any rights or obligations hereunder) shall not be assignable without the prior written consent of the parties hereto, and any assignment or transfer or purported transfer in violation hereof shall be null and void ab initio.

[Signature pages follow]

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Sincerely,
Arc Logistics Partners LP
	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 Arc Logistics Partners LP]

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 Arc Logistics Partners LP]

Schedule A

Co-Sponsor	Dollar Commitment
Arc Logistics Partners LP	$	129,600,000.00
Aircraft Services Corporation	$	86,400,000.00

Schedule A

EX-10.2

Exhibit 10.2

EXECUTION VERSION

AIRCRAFT SERVICES CORPORATION

February 19, 2015

Arc Terminals Joliet Holdings LLC

c/o Arc Logistics Partners LP

725 Fifth Avenue, 19th Floor

New York, NY 10022

Ladies and Gentlemen:

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”). Each capitalized term used but not defined in this letter agreement will have the meaning ascribed to it in the Purchase Agreement, except as otherwise provided below.

1. Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it

and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the Transaction.

2. Conditions. The obligation of Sponsor to fund or cause the funding of the Commitment shall be subject only to (i) the satisfaction, or, to the extent legally permissible, waiver by Buyer, of each of the conditions to Buyer’s obligations to consummate the Transaction set forth in Section 8.1 of the Purchase Agreement (other than those conditions that, by their nature, are to be satisfied at the Closing, but subject to their satisfaction at the Closing, or those conditions that are not satisfied in accordance with the terms of the Purchase Agreement), (ii) the Debt Financing (including any Substitute Financing) has been funded in accordance with the terms thereof or will be funded on the date Closing is required to occur pursuant to the Purchase Agreement if the Equity Financing is funded at such date and (iii) the concurrent consummation of the Closing in accordance with the terms of the Purchase Agreement.

3. Enforceability. Subject to the immediately following sentence, this letter agreement may only be enforced by Buyer, and nothing set forth in this letter shall be construed to confer upon or give to Seller or any other Person (including Buyer’s and Seller’s direct and indirect creditors other than, for the avoidance of doubt, Seller as a creditor of Buyer), other than the parties hereto and their respective successors and permitted assigns, any benefits, rights or remedies under or by reason of this letter agreement, or any rights to enforce the Commitment or to cause Buyer to enforce the Commitment. Subject to all terms and conditions of the Purchase Agreement, including Section 11.3 of the Purchase Agreement, Seller is hereby made a third party beneficiary of the rights granted hereby only for the purpose of seeking specific performance of Buyer’s right to cause the Commitment to be funded (solely to the extent that Buyer can enforce the Commitment in accordance with the terms hereof). Any exercise of such third party beneficiary rights are subject to Seller’s prior delivery of written notice to Buyer and Sponsor stating Seller’s unqualified acceptance of, and agreement to comply with, the provisions and limitations of this letter agreement. The exercise by Buyer or Seller of any right to enforce this letter agreement does not give rise to any other remedies, monetary or otherwise. This letter agreement is being entered into by Buyer and Sponsor to induce the Seller to enter into the Purchase Agreement. The Sponsor hereby waives any defense to specific performance that a remedy at law would be adequate or that, absent specific performance, no irreparable harm would be suffered and any requirement under applicable law to post a bond or other security as a prerequisite to obtaining equitable relief.

4. No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Buyer, Sponsor and Seller. A written release or waiver by a party hereto of any rights hereunder shall be deemed an amendment or modification hereof. This letter agreement constitutes the sole agreement, and

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supersedes all prior agreements, understandings and statements, written or oral, between Sponsor or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other, with respect to the transactions contemplated hereby.

5. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial

(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of such state or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than those of the State of New York.

(b) EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF NEW YORK STATE OR THE UNITED STATES FEDERAL COURTS SITTING IN NEW YORK COUNTY, STATE OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN THE COURTS OF NEW YORK STATE OR THE UNITED STATES FEDERAL COURTS SITTING IN NEW YORK COUNTY, STATE OF NEW YORK AND WAIVES ANY CLAIM THAT SUCH SUIT OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY AGREES THAT LIABILITY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL BE DETERMINED SOLELY BY A FINAL AND UNAPPEALABLE JUDGMENT IN ANY ACTION OR PROCEEDING (OR A SETTLEMENT TANTAMOUNT THERETO), AND ANY SUCH FINAL AND UNAPPEALABLE JUDGMENT SHALL BE CONCLUSIVE AND MAY BE ENFORCED BY SUIT ON THE JUDGMENT IN ANY JURISDICTION WITHIN OR OUTSIDE THE UNITED STATES OR IN ANY OTHER MANNER PROVIDED IN LAW OR IN EQUITY.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING DIRECTLY OR INDIRECTLY OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS LETTER AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.

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6. Counterparts. This letter agreement may be executed in any number of counterparts (including by facsimile or electronic transmission in “portable document format”), and all such counterparts shall together constitute one and the same agreement.

7. Confidentiality. This letter agreement shall be treated as confidential and is being provided to Buyer solely in connection with the Purchase Agreement and may not be used, circulated, quoted or otherwise referred to in any document (other than the Purchase Agreement and the Co-Sponsor Equity Commitment Letters), except with the prior written consent of the Sponsor; provided, however, that (a) this letter agreement shall be provided to Seller (so long as Seller agrees to keep, and agrees to cause its respective Affiliates and Representatives to keep, this letter agreement confidential on terms that are substantially identical to the terms contained in this sentence) and (b) Seller may disclose this letter agreement (i) to its respective Affiliates and Representatives, (ii) to the extent required by law or the applicable rules of any national securities exchange (including, without limitation, a summary description thereof in the documents filed or furnished by Seller with the U.S. Securities and Exchange Commission) or (iii) in connection with any litigation relating to this letter agreement, the Purchase Agreement or the transactions contemplated hereby or thereby.

8. Termination. The obligation of Sponsor to fund the Commitment will terminate automatically and immediately upon the earliest to occur of (a) the consummation of the Transaction, (b) the valid termination of the Purchase Agreement in accordance with its terms, (c) the date that is five (5) Business Days after the Outside Date, provided that, in the event any claim seeking an injunction, specific performance or other equitable remedy against Buyer under Purchase Agreement is then pending, this letter agreement shall not terminate under this clause (c) until any such claim has been resolved in a final non-appealable decision by a court of competent jurisdiction, and (d) Seller or any of its Affiliates or Representatives acting on their behalf assert in any litigation or other legal proceeding or arbitration any claim against Sponsor, any Non-Recourse Party or their respective Affiliates in connection with the Purchase Agreement or any of the transactions contemplated hereby or thereby (other than any claim relating to any breach, or seeking to prevent any breach, of the Confidentiality Agreement or any claim by Seller seeking specific performance against (i) Buyer under the Purchase Agreement or (ii) Sponsor under this letter agreement as contemplated by Section 3 hereof); provided that no claim described in clause (ii) may seek to cause Sponsor to contribute more than the Commitment, and if Seller or any of its Affiliates asserts any such claim, this letter agreement shall terminate in accordance with this Section 8. Upon valid termination of this letter agreement, the Sponsor shall not have any further obligations or liabilities hereunder.

9. No Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement, or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this letter agreement, Buyer covenants, agrees and acknowledges that no Person other than Sponsor has any liability, obligation or commitment of any nature, known or unknown, whether due or to become due, absolute, contingent or otherwise, hereunder and that, notwithstanding that Sponsor or any of its successors or permitted assigns may be limited partnerships, Buyer has no right of recovery under this letter agreement or under any document or instrument delivered in connection herewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation, the transactions contemplated hereby or in respect of any oral representations made or

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alleged to be made in connection herewith, against, and no personal liability whatsoever shall attach to, be imposed upon or be incurred by, any former, current or future equity holders, controlling persons, incorporators, directors, officers, employees, advisors, agents, representatives, Affiliates (other than any assignee to which this letter agreement is assigned pursuant Section 13 hereof), members, managers or general or limited partners of Sponsor or any former, current or future stockholder, controlling person, incorporator, director, officer, employee, advisor, general or limited partner, member, manager, Affiliate (other than any assignee to which this letter agreement is assigned pursuant Section 13 hereof), financing source, portfolio company, representative or agent of any of the foregoing and their successors or assigns (collectively, but not including Buyer, each a “Non-Recourse Party”), whether by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party, as such, for any obligations of Sponsor or any of its successors or permitted assignees under this letter agreement or any documents or instruments delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligation or their creation.

10. Headings. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this letter agreement.

11. Severability. If any provision of this letter agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other Persons or circumstances. Notwithstanding the foregoing, the parties hereto intend that the remedies and limitations thereon contained in this letter agreement, including Section 9, be construed as an integral provision of this letter agreement and that such remedies and limitations shall not be severable in any manner that increases liability or obligations hereunder of any party hereto or of any Non-Recourse Party.

12. Representations and Warranties. Sponsor hereby represents and warrants to Buyer that (a) it is duly organized and validly existing under the laws of its jurisdiction or organization and has all necessary entity power and authority to execute, deliver and perform this letter agreement, (b) the execution, delivery and performance of this letter agreement by it has been duly and validly authorized and approved by all necessary entity action by it, (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this letter agreement, (d) all consents, approvals, authorizations and permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this letter agreement by it have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this letter agreement, (e) it has, and as of the Closing Date will have, sufficient financial resources (including liquidity) to perform the obligations required to be performed by it on the Closing Date, (f) this letter agreement does not conflict with or result in any breach, violation or infringement of (with or without notice, the lapse of time or both) any provision of its organizational or governing documents or violate or infringe any Law applicable to Sponsor.

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13. Assignment. Sponsor shall be entitled to assign all or a portion of its obligations hereunder to one or more Person(s) that agree to assume Sponsor’s obligations hereunder; provided that Sponsor shall remain obligated to perform its obligations hereunder to the extent not performed by such Person(s). Except as provided above, this letter agreement (including any rights or obligations hereunder) shall not be assignable without the prior written consent of the parties hereto, and any assignment or transfer or purported transfer in violation hereof shall be null and void ab initio.

[Signature pages follow]

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Sincerely,
Aircraft Services 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

EX-10.3

Exhibit 10.3

INTERIM INVESTORS AGREEMENT

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.

RECITALS

1. On the date hereof, Buyer is entering into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Centerpoint Properties Trust, a Maryland real estate investment trust (“Seller”), pursuant to which Buyer has agreed to purchase from Seller all of the limited liability company interests of Joliet Bulk, Barge & Rail LLC, a Delaware limited liability company (the “Company”) subject to the terms and conditions thereof (the “Transaction”).

2. On the date hereof, Arc and Aircraft Services Corporation, a Nevada corporation (“ASC”), an affiliate of GE, are simultaneously executing a letter agreement in favor of Buyer under which such parties have agreed, subject to the terms and conditions set forth therein, to make (either directly or indirectly) an equity investment in Buyer in connection with the transactions contemplated by the Purchase Agreement (each, an “Equity Commitment Letter”, and, collectively, the “Equity Commitment Letters”), copies of which are attached as Exhibit A hereto.

3. On the date hereof, a subsidiary of Arc is simultaneously causing to be delivered to Seller a letter of credit in support of certain obligations of Buyer pursuant to the Purchase Agreement (the “Letter of Credit”), a copy of which is attached as Exhibit B hereto.

4. The parties hereto wish to agree to certain terms and conditions that will govern the actions of Buyer and the relationship among the Investors, including with respect to the Purchase Agreement, the Equity Commitment Letters, the Letter of Credit, and the transactions contemplated by each of the foregoing.

Therefore, the parties hereto hereby agree as follows:

1. AGREEMENTS AMONG THE INVESTORS.

1.1 Pre-Closing Decisions.

1.1.1 All decisions to be made with respect to the following issues shall require the unanimous consent of the Investors in each Investor’s sole discretion: (a) amending or modifying the Purchase Agreement or waiving any of Buyer’s rights thereunder, (b) waiving any of the conditions set forth in Article 8 of the Purchase Agreement (the “Closing Conditions”), (c) enforcing any remedies of Buyer under the Purchase Agreement on account of or due to Seller’s breach or threatened breach of any of Seller’s representations, warranties or covenants made therein, (d) determining that there has occurred a breach by Seller of its representations, warranties or covenants contained in the Purchase Agreement, (e) prior to Closing, except as set

forth in Section 1.2 below or as contemplated by clause (f) of this Section 1.1.1, the negotiation or entry by Buyer into any contract, agreement, arrangement or understanding (whether written or oral) other than agreements with respect to any regulatory filings contemplated by the Purchase Agreement, or (f) prior to Closing, the taking of any other action by Buyer, other than to prepare for and consummate, and to negotiate, prepare, execute and deliver all documents, agreements, instruments and certificates as shall be necessary to consummate, the Transaction (and the other transactions contemplated by the Purchase Agreement) in a manner contemplated by the Purchase Agreement. Notwithstanding anything to the contrary provided herein, Arc shall have sole authority and be solely responsible for (and GE will have no authority with respect to) making any and all decisions with respect to (i) negotiating, entering into and borrowing under definitive agreements relating to any indebtedness to be provided to Arc or a subsidiary thereof in connection with Arc’s direct or indirect financing of the Transaction, including with respect to the debt commitment letter attached as Exhibit C hereto (the “Debt Commitment Letter”) or (ii) negotiating, entering into and taking any and all actions with respect to the issuance and sale (in one or a series of transactions) of any equity securities by Arc in connection with Arc’s direct or indirect financing of the Transaction (the “Arc Equity Offering”).

1.1.2 Each Investor agrees that it will comply with, or shall cause its affiliate party thereto to comply with, the respective obligations under such Investor’s Equity Commitment Letter and will also use its reasonable best efforts, subject to the terms and conditions in the Purchase Agreement, to cause the Buyer to comply with its obligations under the Purchase Agreement.

1.1.3 Notwithstanding any provision of this Agreement to the contrary, from and after the time an Investor becomes a Failing Investor (as defined below), the approval or consent of such Failing Investor shall not be required for any purposes under Section 1.1 or Section 1.3.1 of this Agreement. For the avoidance of doubt, any provision of Section 1.1 or Section 1.3.1 that requires the consent or approval of the Investors shall be deemed to require only the consent or approval of the non-Failing Investor.

1.2 Limited Liability Company Agreement. Each Investor agrees to negotiate in good faith with respect to the matters set forth on Exhibit D and agrees to enter into (or cause a wholly-owned subsidiary thereof to enter into), concurrently with the Closing, one or more definitive agreements with respect to such matters; provided that such definitive agreements shall be consistent with Exhibit D or, if inconsistent with Exhibit D, shall be approved by the unanimous consent of the Investors.

1.3 Equity Commitments; Indemnification.

1.3.1 Each Investor hereby acknowledges and agrees that it is bound by, or its affiliate is bound by, the respective provisions set forth in each Equity Commitment Letter (each, a “Commitment”), in each case subject to the terms and conditions thereof, and that Buyer shall be entitled to enforce the provisions of each Equity Commitment Letter on the terms and conditions set forth therein. Buyer shall not attempt to enforce either Equity Commitment Letter until (i) the Investors have unanimously determined the Closing Conditions and the other conditions set forth in the Equity Commitment Letters have been satisfied or validly waived as permitted hereunder or (ii) a court of competent jurisdiction finally determines that Buyer is required to enforce the provisions of the Equity Commitment Letters pursuant to the terms of the Purchase Agreement.

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1.3.2 Notwithstanding anything to the contrary in this Agreement or the Equity Commitment Letters, each Investor acknowledges and agrees that in the event of (x) such Investor’s breach in any material respect of its obligations under this Agreement, or its failure to fund, or cause its affiliate party thereto to fund, the respective Commitment as and when required under the Equity Commitment Letters or (y) by reason of the final determination of a court of competent jurisdiction that Buyer breached the Purchase Agreement, and such breach by Buyer resulted from such Investor individually causing the Closing to not occur (or otherwise preventing it from occurring) when Buyer was obligated to close the Transaction, such Investor (in the case of either clause (x) or (y), a “Failing Investor”) shall be responsible for, and shall indemnify and hold harmless Buyer and the other Investor from and pay and reimburse Buyer and the other Investor for (in each case promptly upon demand), Seller drawing upon the Deposit Letter of Credit and any and all other losses, liabilities, damages, judgments, settlements and expenses, including reasonable attorneys’ fees arising or resulting from such breach by the Failing Investor or Buyer (collectively, “Losses”). To the extent that an Investor makes a determination, in its sole discretion, that one or more of the Closing Conditions have not been satisfied, the other Investor may, at such other Investor’s option, provide the Investor making such determination and Buyer with a written irrevocable notice that it is prepared to fund, or cause its affiliate party thereto to fund, the respective Commitment under the Equity Commitment Letters (a “Funding Notice”) and such Funding Notice shall serve as conclusive evidence, as among the Investors and Buyer, that the Investor providing the Funding Notice stood willing and ready to consummate the Transaction and fund its Commitment. No Investor shall have any liability to Buyer or the other Investor by reason of exercising its rights to refuse to waive any Closing Condition that has not been satisfied prior to Closing or its correct determination that a Closing Condition to the obligations of Buyer under the Purchase Agreement has not been fulfilled.

1.3.3 Notwithstanding anything to the contrary contained in this Agreement, including Section 1.3.2 hereof, in the event that the Seller shall draw on all or any portion of the funds available to it under the Deposit Letter of Credit for any reason whatsoever (including on account of the receipt of notice from the issuing bank that it will not renew the Deposit Letter of Credit, or otherwise), other than on account of the Closing having failed to occur as a result of Arc being a Failing Investor or the intentional and wrongful misconduct on the part of Arc (or its affiliate that is not an Investor) to consummate the transactions contemplated by the Debt Commitment Letter or the Arc Equity Offering (or both), GE agrees that it shall reimburse Arc, promptly upon demand, for forty percent (40%) of the amount drawn under such Deposit Letter of Credit; provided, however, that Arc shall reimburse GE for forty percent (40%) of any funds in respect of the Deposit Letter of Credit that are subsequently returned to or recovered by Arc or Buyer promptly upon receipt of such returned or recovered funds.

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1.4 Expense Sharing.

1.4.1 Arc will be responsible for sixty percent (60%) of and GE will be responsible for forty percent (40%) of all out-of pocket expenses incurred in connection with the Transaction (including any due diligence investigation) by Buyer and each Investor (or their respective affiliates) prior to the Closing (or, in the case of expenses incurred by a Failing Investor, prior to such Investor becoming a Failing Investor), including, without limitation, the reasonable fees, expenses and disbursements of lawyers, accountants, consultants and other advisors that may have been retained by Buyer or any Investor (or their respective affiliates), as identified in a separate letter agreement entered into by Arc and GE on or prior to the date hereof (as such letter agreement may be amended or modified from time to time in writing by Arc and GE) (all such fees and expenses, in the aggregate, the “Investor Expenses”). Notwithstanding the foregoing, if the Purchase Agreement is terminated, then the foregoing cost sharing provisions will cease to apply as to costs incurred thereafter unless otherwise agreed by the Investors in writing. If the Transaction is consummated, then the Investors may jointly elect to have the Buyer pay such expenses instead of the Investors reimbursing each other, and if the Investors jointly make such election, then each Investor shall make an equity contribution to the Buyer corresponding to its reimbursement obligation.

1.4.2 Prior to making any payment of Investor Expenses hereunder of the other Investor, the paying Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. Further, each Investor shall be entitled to receive and review all work product relating to any due diligence investigation in connection with the Transaction made by, or procured by a third party for, Buyer and/or each Investor (or their respective affiliates) promptly upon request. The obligations under this Section 1.4 shall be valid and binding as against an Investor whether or not the Transaction is consummated, and shall survive the termination of the other terms of this Agreement subject to the last two sentences of Section 1.4.1, provided in each case that such fees, expenses or liabilities are not paid directly by Buyer.

1.5 Notice of Closing; Receipt of Notices Pursuant to Purchase Agreement. Buyer will use its reasonable best efforts to provide each Investor with at least fifteen (15) days prior notice of the Closing Date under the Purchase Agreement; provided that the failure to provide such notice will not relieve an Investor of its obligations under this Agreement. Any notices or correspondence received by Buyer under, in connection with, or related to the Purchase Agreement shall be promptly provided to each Investor at the address set forth in the Equity Commitment Letters (in the case of notice to be provided to GE pursuant to this sentence, notice to ASC at the address set forth in its Equity Commitment Letter shall be sufficient), or any other address designated by such Investor in writing to Buyer.

1.6 Representations, Warranties and Covenants.

1.6.1 Each Investor hereby represents and warrants to the other Investor that such Investor has (i) the full power and authority to carry on its businesses as now conducted and to enter into and perform its obligations under this Agreement and (ii) authorized the execution, delivery and performance of this Agreement and such other documents, instruments and agreements to which it is a party in connection with the transactions contemplated by this Agreement.

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1.6.2 Each Investor hereby represents, warrants and covenants to the other Investor that the information supplied in writing by such Investor, if any, in connection with filings or notifications under, or relating to, the Antitrust Laws is and will be accurate and complete in all material respects.

1.6.3 Each Investor hereby represents and warrants to the other Investor that it has not entered into any agreement, arrangement or understanding with Seller with respect to the subject matter of this Agreement and the Purchase Agreement, other than the agreements expressly contemplated by this Agreement and the Purchase Agreement and that it has provided (or made available) true and complete copies of such agreements (and any amendments, supplements or other material communications relating thereto) to the other Investor.

1.7 Antitrust; Other Matters. Each Investor shall use its reasonable best efforts to supply and provide information that is accurate in all material respects to any Governmental Authority requesting such information in connection with any filing or notifications under, or relating to, applicable Laws. If any Governmental Authority asserts any objections under the HSR Act or any other applicable Laws with respect to the Transaction and such objections relate to the activities or investments of an Investor or such Investor’s Affiliates prior to the Closing Date (the “Affected Investor”), such Affected Investor will use its reasonable best efforts (at its sole expense, including paying any Investor Expenses in respect thereof, and not subject to any reimbursement under Section 1.4) to enable Buyer to resolve such objections, including using such Affected Investor’s reasonable best efforts to vigorously contest and resist any action, suit or proceeding that prohibits, prevents or restricts the consummation of the Transaction. Notwithstanding the foregoing, in no event shall any Affected Investor be required to agree to or comply with any order, restriction, prohibition or limitation in connection with regulatory and competition matters.

1.8 Deposit Letter of Credit. In the event the Investors decide unanimously that their obligations to fund, or cause its affiliate party thereto to fund, their respective Commitments under the Equity Commitment Letters have not been met and therefore to not fund their respective Commitments, the Investors shall cooperate in defending any claim that the Seller is entitled to draw upon the Deposit Letter of Credit.

1.9 Publicity. Each party hereto will coordinate in good faith any and all press releases and other public relations matters with respect to the Transaction and the transactions contemplated hereby. Unless otherwise required by law or the rules of any stock exchange or regulatory authority, no party hereto may issue any press release or otherwise make any public announcement or comment on the Transaction and the transactions contemplated hereby without the unanimous consent of the Investors; provided, however, that nothing contained herein shall prohibit the Investors from communicating directly with their respective limited partners or investors; and, provided, further, that nothing contained in this Section 1.9 shall restrict Arc from discussing Buyer and its subsidiaries (including the Company) and their respective businesses (including assets, liabilities, prospects and condition, financial or otherwise, of any thereof) from and after the Closing, including on earnings calls, in earnings releases, and otherwise.

1.10 Side Agreements. Buyer will not enter into any agreement with an Investor that has the effect of discriminating against the other Investor in a manner that is adverse to such

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other Investor without such other Investor’s consent, except to the extent explicitly permitted or required by the terms of this Agreement. No Investor shall enter into any agreement with Buyer that has the effect of discriminating against the other Investor without such Investor’s consent. Buyer shall provide the Investors with a copy of any agreement to be entered into with any Investor prior to the execution of such agreement.

2. MISCELLANEOUS.

2.1 Termination. This Agreement shall become effective on the date hereof and shall terminate upon the earliest of (i) the Closing pursuant to the Purchase Agreement, and (ii) the termination of the Purchase Agreement; provided, however, that any liability for failure to comply with the terms of this Agreement shall survive any such termination. Notwithstanding the foregoing, Article 2, Section 1.3.1, Section 1.3.2, Section 1.3.3 and Sections 1.4, 1.5, 1.6 and 1.8 of this Agreement shall survive indefinitely (subject to applicable statute of limitations) following the termination of this Agreement.

2.2 Amendment. This Agreement may be amended or modified and the provisions hereof may be waived, only by an agreement in writing signed by both Investors.

2.3 Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with applicable law. The provisions hereof are severable, and any provision hereof being held invalid or unenforceable shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

2.4 Remedies. No party hereto shall have any liability under any provision of this Agreement under any circumstance for punitive, consequential, special or indirect damages, including lost future income, revenue or profits, as a result of any breach of this Agreement. In addition, the parties hereto agree that irreparable damages would occur in the event that any of the provisions of this Agreement were not performed in accordance with its terms and accordingly, except as expressly provided herein, this Agreement will be enforceable by all available remedies at law or in equity (including, without limitation, specific performance).

2.5 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Investors may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, Buyer and each Investor acknowledges and agrees that no Person other than the Investors has any obligations hereunder and that Buyer and each Investor has no right of recovery under this Agreement or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current and future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners or assignees of the Investors or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent or assignee of any of the foregoing (collectively, each a “Non-Recourse Party”), through Buyer, Seller or otherwise,

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whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Buyer or Seller against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise. Nothing set forth in this Agreement shall confer or give or shall be construed to confer or give to any Person other than the parties hereto (including any Person acting in a representative capacity) any rights or remedies against any Person other than as expressly set forth herein.

2.6 Governing Law; Consent to Jurisdiction. This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the law of the State of New York without regard to the conflicts of law principles thereof. EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF NEW YORK STATE OR THE UNITED STATES FEDERAL COURTS SITTING IN NEW YORK COUNTY, STATE OF NEW YORK (THE “CHOSEN COURTS”) FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN THE COURTS OF NEW YORK STATE OR THE UNITED STATES FEDERAL COURTS SITTING IN NEW YORK COUNTY, STATE OF NEW YORK AND WAIVES ANY CLAIM THAT SUCH SUIT OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY AGREES THAT LIABILITY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL BE DETERMINED SOLELY BY A FINAL AND UNAPPEALABLE JUDGMENT IN ANY ACTION OR PROCEEDING (OR A SETTLEMENT TANTAMOUNT THERETO), AND ANY SUCH FINAL AND UNAPPEALABLE JUDGMENT SHALL BE CONCLUSIVE AND MAY BE ENFORCED BY SUIT ON THE JUDGMENT IN ANY JURISDICTION WITHIN OR OUTSIDE THE UNITED STATES OR IN ANY OTHER MANNER PROVIDED IN LAW OR IN EQUITY Each of the parties hereto irrevocably and unconditionally waives (and agrees not to plead or claim), any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement in the Chosen Courts, or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

2.7 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

2.8 Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later, nor shall any such delay, omission or waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after such waiver.

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2.9 Other Agreements. This Agreement, together with the agreements referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the parties or any of their Affiliates with respect to the subject matter contained herein except for such other agreements as are referenced herein which shall continue in full force and effect in accordance with their terms.

2.10 Assignment. This Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent of each of the other parties. Any attempted assignment in violation of this Section 2.10 shall be null and void.

2.11 No Representations or Duty. Each Investor specifically understands and agrees that no Investor has made or will make any representation or warranty with respect to the terms, value or any other aspect of the transactions contemplated hereby, and each Investor explicitly disclaims any warranty, express or implied, with respect to such matters. In addition, each Investor specifically acknowledges, represents and warrants that it is not relying on the other Investor (a) for its due diligence concerning, or evaluation of, the Acquired Companies or their assets or businesses, (b) for its decision with respect to making any investment contemplated hereby or (c) with respect to taxes relating to the assets acquired pursuant to the Transaction and other economic considerations involved in such investment.

2.12 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

2.13 Notices. All demands, notices, requests, consents, and communications hereunder shall be in writing signed by a designated authorized officer of the applicable Investor and shall be deemed to have been duly given if personally delivered by courier service, messenger, telecopy or electronic mail at, or if duly deposited in the mails, by certified or registered mail, postage prepaid — return receipt requested, to each Investor at the address set forth in the Equity Commitment Letters (in the case of notice to be provided to GE pursuant to this sentence, notice to ASC at the address set forth in its Equity Commitment Letter shall be sufficient), or any other address designated by such Investor in writing to Buyer and the other Investor. As of the date hereof, (i) Arc hereby designates Bradley Oswald (Chief Financial Officer of the General Partner of Arc) as its authorized officer or representative for purposes of this Agreement and (ii) GE hereby designates Jonathan Hartigan (Senior Vice President of GE Energy Financial Services, Inc.) as its authorized officer or representative for purposes of this Agreement.

Either Investor may change its designated authorized officer (or designate additional authorized officers) by written notice delivered to the other Investor and Buyer.

[Signature pages follow]

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IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) as of the date first above written.

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 Interim Investors Agreement]

Arc Logistics Partners LP
	By:	Arc Logistics GP LLC, its general partner
		By:	/s/ Vincent T. Cubbage
		Name:	Vincent T. Cubbage
		Title:	Chief Executive Officer

[Signature Page to Interim Investors Agreement]

EFS-S LLC
BY ITS SOLE MEMBER, AIRCRAFT SERVICES
CORPORATION
By:	/s/ Tyson Yates
Name:	Tyson Yates
Title:	Vice President

[Signature Page to Interim Investors Agreement]

Schedule I

Commitments

Investor	Equity Contribution
Arc Logistics Partners LP	$	129,600,000.00
Aircraft Services Corporation	$	86,400,000.00

Exhibit A

Equity Commitment Letters

[Attached]

EXECUTION VERSION

ARC LOGISTICS PARTNERS LP

February 19, 2015

Arc Terminals Joliet Holdings LLC

c/o Arc Logistics Partners LP

725 Fifth Avenue, 19th Floor

New York, NY 10022

Ladies and Gentlemen:

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 capitalized term used but not defined in this letter agreement will have the meaning ascribed to it in the Purchase Agreement, except as otherwise provided below.

1. Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it

and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the Transaction.

2. Conditions. The obligation of Sponsor to fund or cause the funding of the Commitment shall be subject only to (i) the satisfaction, or, to the extent legally permissible, waiver by Buyer, of each of the conditions to Buyer’s obligations to consummate the Transaction set forth in Section 8.1 of the Purchase Agreement (other than those conditions that, by their nature, are to be satisfied at the Closing, but subject to their satisfaction at the Closing, or those conditions that are not satisfied in accordance with the terms of the Purchase Agreement), (ii) the Debt Financing (including any Substitute Financing) has been funded in accordance with the terms thereof or will be funded on the date Closing is required to occur pursuant to the Purchase Agreement if the Equity Financing is funded at such date and (iii) the concurrent consummation of the Closing in accordance with the terms of the Purchase Agreement.

3. Enforceability. Subject to the immediately following sentence, this letter agreement may only be enforced by Buyer, and nothing set forth in this letter shall be construed to confer upon or give to Seller or any other Person (including Buyer’s and Seller’s direct and indirect creditors other than, for the avoidance of doubt, Seller as a creditor of Buyer), other than the parties hereto and their respective successors and permitted assigns, any benefits, rights or remedies under or by reason of this letter agreement, or any rights to enforce the Commitment or to cause Buyer to enforce the Commitment. Subject to all terms and conditions of the Purchase Agreement, including Section 11.3 of the Purchase Agreement, Seller is hereby made a third party beneficiary of the rights granted hereby only for the purpose of seeking specific performance of Buyer’s right to cause the Commitment to be funded (solely to the extent that Buyer can enforce the Commitment in accordance with the terms hereof). Any exercise of such third party beneficiary rights are subject to Seller’s prior delivery of written notice to Buyer and Sponsor stating Seller’s unqualified acceptance of, and agreement to comply with, the provisions and limitations of this letter agreement. The exercise by Buyer or Seller of any right to enforce this letter agreement does not give rise to any other remedies, monetary or otherwise. This letter agreement is being entered into by Buyer and Sponsor to induce the Seller to enter into the Purchase Agreement. The Sponsor hereby waives any defense to specific performance that a remedy at law would be adequate or that, absent specific performance, no irreparable harm would be suffered and any requirement under applicable law to post a bond or other security as a prerequisite to obtaining equitable relief.

4. No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Buyer, Sponsor and Seller. A written release or waiver by a party hereto of any rights hereunder shall be deemed an amendment or modification hereof. This letter agreement constitutes the sole agreement, and

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supersedes all prior agreements, understandings and statements, written or oral, between Sponsor or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other, with respect to the transactions contemplated hereby.

5. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial

(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of such state or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than those of the State of New York.

(b) EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF NEW YORK STATE OR THE UNITED STATES FEDERAL COURTS SITTING IN NEW YORK COUNTY, STATE OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN THE COURTS OF NEW YORK STATE OR THE UNITED STATES FEDERAL COURTS SITTING IN NEW YORK COUNTY, STATE OF NEW YORK AND WAIVES ANY CLAIM THAT SUCH SUIT OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY AGREES THAT LIABILITY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL BE DETERMINED SOLELY BY A FINAL AND UNAPPEALABLE JUDGMENT IN ANY ACTION OR PROCEEDING (OR A SETTLEMENT TANTAMOUNT THERETO), AND ANY SUCH FINAL AND UNAPPEALABLE JUDGMENT SHALL BE CONCLUSIVE AND MAY BE ENFORCED BY SUIT ON THE JUDGMENT IN ANY JURISDICTION WITHIN OR OUTSIDE THE UNITED STATES OR IN ANY OTHER MANNER PROVIDED IN LAW OR IN EQUITY.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING DIRECTLY OR INDIRECTLY OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS LETTER AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.

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6. Counterparts. This letter agreement may be executed in any number of counterparts (including by facsimile or electronic transmission in “portable document format”), and all such counterparts shall together constitute one and the same agreement.

7. Confidentiality. This letter agreement shall be treated as confidential and is being provided to Buyer solely in connection with the Purchase Agreement and may not be used, circulated, quoted or otherwise referred to in any document (other than the Purchase Agreement and the Co-Sponsor Equity Commitment Letters), except with the prior written consent of the Sponsor; provided, however, that (a) this letter agreement shall be provided to Seller (so long as Seller agrees to keep, and agrees to cause its respective Affiliates and Representatives to keep, this letter agreement confidential on terms that are substantially identical to the terms contained in this sentence) and (b) Seller may disclose this letter agreement (i) to its respective Affiliates and Representatives, (ii) to the extent required by law or the applicable rules of any national securities exchange (including, without limitation, a summary description thereof in the documents filed or furnished by Seller with the U.S. Securities and Exchange Commission) or (iii) in connection with any litigation relating to this letter agreement, the Purchase Agreement or the transactions contemplated hereby or thereby.

8. Termination. The obligation of Sponsor to fund the Commitment will terminate automatically and immediately upon the earliest to occur of (a) the consummation of the Transaction, (b) the valid termination of the Purchase Agreement in accordance with its terms, (c) the date that is five (5) Business Days after the Outside Date, provided that, in the event any claim seeking an injunction, specific performance or other equitable remedy against Buyer under Purchase Agreement is then pending, this letter agreement shall not terminate under this clause (c) until any such claim has been resolved in a final non-appealable decision by a court of competent jurisdiction, and (d) Seller or any of its Affiliates or Representatives acting on their behalf assert in any litigation or other legal proceeding or arbitration any claim against Sponsor, any Non-Recourse Party or their respective Affiliates in connection with the Purchase Agreement or any of the transactions contemplated hereby or thereby (other than any claim relating to any breach, or seeking to prevent any breach, of the Confidentiality Agreement or any claim by Seller seeking specific performance against (i) Buyer under the Purchase Agreement or (ii) Sponsor under this letter agreement as contemplated by Section 3 hereof); provided that no claim described in clause (ii) may seek to cause Sponsor to contribute more than the Commitment, and if Seller or any of its Affiliates asserts any such claim, this letter agreement shall terminate in accordance with this Section 8. Upon valid termination of this letter agreement, the Sponsor shall not have any further obligations or liabilities hereunder.

9. No Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement, or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this letter agreement, Buyer covenants, agrees and acknowledges that no Person other than Sponsor has any liability, obligation or commitment of any nature, known or unknown, whether due or to become due, absolute, contingent or otherwise, hereunder and that, notwithstanding that Sponsor or any of its successors or permitted assigns may be limited partnerships, Buyer has no right of recovery under this letter agreement or under any document or instrument delivered in connection herewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation, the transactions contemplated hereby or in respect of any oral representations made or

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alleged to be made in connection herewith, against, and no personal liability whatsoever shall attach to, be imposed upon or be incurred by, any former, current or future equity holders, controlling persons, incorporators, directors, officers, employees, advisors, agents, representatives, Affiliates (other than any assignee to which this letter agreement is assigned pursuant Section 13 hereof), members, managers or general or limited partners of Sponsor or any former, current or future stockholder, controlling person, incorporator, director, officer, employee, advisor, general or limited partner, member, manager, Affiliate (other than any assignee to which this letter agreement is assigned pursuant Section 13 hereof), financing source, portfolio company, representative or agent of any of the foregoing and their successors or assigns (collectively, but not including Buyer, each a “Non-Recourse Party”), whether by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party, as such, for any obligations of Sponsor or any of its successors or permitted assignees under this letter agreement or any documents or instruments delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligation or their creation.

10. Headings. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this letter agreement.

11. Severability. If any provision of this letter agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other Persons or circumstances. Notwithstanding the foregoing, the parties hereto intend that the remedies and limitations thereon contained in this letter agreement, including Section 9, be construed as an integral provision of this letter agreement and that such remedies and limitations shall not be severable in any manner that increases liability or obligations hereunder of any party hereto or of any Non-Recourse Party.

12. Representations and Warranties. Sponsor hereby represents and warrants to Buyer that (a) it is duly organized and validly existing under the laws of its jurisdiction or organization and has all necessary entity power and authority to execute, deliver and perform this letter agreement, (b) the execution, delivery and performance of this letter agreement by it has been duly and validly authorized and approved by all necessary entity action by it, (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this letter agreement, (d) all consents, approvals, authorizations and permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this letter agreement by it have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this letter agreement, and (e) this letter agreement does not conflict with or result in any breach, violation or infringement of (with or without notice, the lapse of time or both) any provision of its organizational or governing documents or violate or infringe any Law applicable to Sponsor.

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13. Assignment. Sponsor shall be entitled to assign all or a portion of its obligations hereunder to one or more Person(s) that agree to assume Sponsor’s obligations hereunder; provided that Sponsor shall remain obligated to perform its obligations hereunder to the extent not performed by such Person(s). Except as provided above, this letter agreement (including any rights or obligations hereunder) shall not be assignable without the prior written consent of the parties hereto, and any assignment or transfer or purported transfer in violation hereof shall be null and void ab initio.

[Signature pages follow]

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Sincerely,
Arc Logistics Partners LP
	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 Arc Logistics Partners LP]

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 Arc Logistics Partners LP]

Schedule A

Co-Sponsor	Dollar Commitment
Arc Logistics Partners LP	$	129,600,000.00
Aircraft Services Corporation	$	86,400,000.00

Schedule A

EXECUTION VERSION

AIRCRAFT SERVICES CORPORATION

February 19, 2015

Arc Terminals Joliet Holdings LLC

c/o Arc Logistics Partners LP

725 Fifth Avenue, 19th Floor

New York, NY 10022

Ladies and Gentlemen:

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”). Each capitalized term used but not defined in this letter agreement will have the meaning ascribed to it in the Purchase Agreement, except as otherwise provided below.

1. Commitment. In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of equity set forth therein (collectively, the “Co-Sponsor Equity Commitment”), which amount shall be used by Buyer to consummate the Transaction. Sponsor hereby agrees, on the terms and subject to the conditions set forth in this letter agreement, to purchase (or cause the purchase of) at the Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more affiliated entities or other co-investors designated by it

and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and will not, directly or indirectly, cause or result in the failure of any condition to the Debt Financing, and no such reduction shall (i) relieve the Sponsor of its obligations under this letter agreement or any Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of the Transaction.

2. Conditions. The obligation of Sponsor to fund or cause the funding of the Commitment shall be subject only to (i) the satisfaction, or, to the extent legally permissible, waiver by Buyer, of each of the conditions to Buyer’s obligations to consummate the Transaction set forth in Section 8.1 of the Purchase Agreement (other than those conditions that, by their nature, are to be satisfied at the Closing, but subject to their satisfaction at the Closing, or those conditions that are not satisfied in accordance with the terms of the Purchase Agreement), (ii) the Debt Financing (including any Substitute Financing) has been funded in accordance with the terms thereof or will be funded on the date Closing is required to occur pursuant to the Purchase Agreement if the Equity Financing is funded at such date and (iii) the concurrent consummation of the Closing in accordance with the terms of the Purchase Agreement.

3. Enforceability. Subject to the immediately following sentence, this letter agreement may only be enforced by Buyer, and nothing set forth in this letter shall be construed to confer upon or give to Seller or any other Person (including Buyer’s and Seller’s direct and indirect creditors other than, for the avoidance of doubt, Seller as a creditor of Buyer), other than the parties hereto and their respective successors and permitted assigns, any benefits, rights or remedies under or by reason of this letter agreement, or any rights to enforce the Commitment or to cause Buyer to enforce the Commitment. Subject to all terms and conditions of the Purchase Agreement, including Section 11.3 of the Purchase Agreement, Seller is hereby made a third party beneficiary of the rights granted hereby only for the purpose of seeking specific performance of Buyer’s right to cause the Commitment to be funded (solely to the extent that Buyer can enforce the Commitment in accordance with the terms hereof). Any exercise of such third party beneficiary rights are subject to Seller’s prior delivery of written notice to Buyer and Sponsor stating Seller’s unqualified acceptance of, and agreement to comply with, the provisions and limitations of this letter agreement. The exercise by Buyer or Seller of any right to enforce this letter agreement does not give rise to any other remedies, monetary or otherwise. This letter agreement is being entered into by Buyer and Sponsor to induce the Seller to enter into the Purchase Agreement. The Sponsor hereby waives any defense to specific performance that a remedy at law would be adequate or that, absent specific performance, no irreparable harm would be suffered and any requirement under applicable law to post a bond or other security as a prerequisite to obtaining equitable relief.

4. No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Buyer, Sponsor and Seller. A written release or waiver by a party hereto of any rights hereunder shall be deemed an amendment or modification hereof. This letter agreement constitutes the sole agreement, and

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supersedes all prior agreements, understandings and statements, written or oral, between Sponsor or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other, with respect to the transactions contemplated hereby.

5. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial

(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of such state or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than those of the State of New York.

(b) EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF NEW YORK STATE OR THE UNITED STATES FEDERAL COURTS SITTING IN NEW YORK COUNTY, STATE OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN THE COURTS OF NEW YORK STATE OR THE UNITED STATES FEDERAL COURTS SITTING IN NEW YORK COUNTY, STATE OF NEW YORK AND WAIVES ANY CLAIM THAT SUCH SUIT OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY AGREES THAT LIABILITY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL BE DETERMINED SOLELY BY A FINAL AND UNAPPEALABLE JUDGMENT IN ANY ACTION OR PROCEEDING (OR A SETTLEMENT TANTAMOUNT THERETO), AND ANY SUCH FINAL AND UNAPPEALABLE JUDGMENT SHALL BE CONCLUSIVE AND MAY BE ENFORCED BY SUIT ON THE JUDGMENT IN ANY JURISDICTION WITHIN OR OUTSIDE THE UNITED STATES OR IN ANY OTHER MANNER PROVIDED IN LAW OR IN EQUITY.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING DIRECTLY OR INDIRECTLY OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS LETTER AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.

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6. Counterparts. This letter agreement may be executed in any number of counterparts (including by facsimile or electronic transmission in “portable document format”), and all such counterparts shall together constitute one and the same agreement.

7. Confidentiality. This letter agreement shall be treated as confidential and is being provided to Buyer solely in connection with the Purchase Agreement and may not be used, circulated, quoted or otherwise referred to in any document (other than the Purchase Agreement and the Co-Sponsor Equity Commitment Letters), except with the prior written consent of the Sponsor; provided, however, that (a) this letter agreement shall be provided to Seller (so long as Seller agrees to keep, and agrees to cause its respective Affiliates and Representatives to keep, this letter agreement confidential on terms that are substantially identical to the terms contained in this sentence) and (b) Seller may disclose this letter agreement (i) to its respective Affiliates and Representatives, (ii) to the extent required by law or the applicable rules of any national securities exchange (including, without limitation, a summary description thereof in the documents filed or furnished by Seller with the U.S. Securities and Exchange Commission) or (iii) in connection with any litigation relating to this letter agreement, the Purchase Agreement or the transactions contemplated hereby or thereby.

8. Termination. The obligation of Sponsor to fund the Commitment will terminate automatically and immediately upon the earliest to occur of (a) the consummation of the Transaction, (b) the valid termination of the Purchase Agreement in accordance with its terms, (c) the date that is five (5) Business Days after the Outside Date, provided that, in the event any claim seeking an injunction, specific performance or other equitable remedy against Buyer under Purchase Agreement is then pending, this letter agreement shall not terminate under this clause (c) until any such claim has been resolved in a final non-appealable decision by a court of competent jurisdiction, and (d) Seller or any of its Affiliates or Representatives acting on their behalf assert in any litigation or other legal proceeding or arbitration any claim against Sponsor, any Non-Recourse Party or their respective Affiliates in connection with the Purchase Agreement or any of the transactions contemplated hereby or thereby (other than any claim relating to any breach, or seeking to prevent any breach, of the Confidentiality Agreement or any claim by Seller seeking specific performance against (i) Buyer under the Purchase Agreement or (ii) Sponsor under this letter agreement as contemplated by Section 3 hereof); provided that no claim described in clause (ii) may seek to cause Sponsor to contribute more than the Commitment, and if Seller or any of its Affiliates asserts any such claim, this letter agreement shall terminate in accordance with this Section 8. Upon valid termination of this letter agreement, the Sponsor shall not have any further obligations or liabilities hereunder.

9. No Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement, or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this letter agreement, Buyer covenants, agrees and acknowledges that no Person other than Sponsor has any liability, obligation or commitment of any nature, known or unknown, whether due or to become due, absolute, contingent or otherwise, hereunder and that, notwithstanding that Sponsor or any of its successors or permitted assigns may be limited partnerships, Buyer has no right of recovery under this letter agreement or under any document or instrument delivered in connection herewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation, the transactions contemplated hereby or in respect of any oral representations made or

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alleged to be made in connection herewith, against, and no personal liability whatsoever shall attach to, be imposed upon or be incurred by, any former, current or future equity holders, controlling persons, incorporators, directors, officers, employees, advisors, agents, representatives, Affiliates (other than any assignee to which this letter agreement is assigned pursuant Section 13 hereof), members, managers or general or limited partners of Sponsor or any former, current or future stockholder, controlling person, incorporator, director, officer, employee, advisor, general or limited partner, member, manager, Affiliate (other than any assignee to which this letter agreement is assigned pursuant Section 13 hereof), financing source, portfolio company, representative or agent of any of the foregoing and their successors or assigns (collectively, but not including Buyer, each a “Non-Recourse Party”), whether by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party, as such, for any obligations of Sponsor or any of its successors or permitted assignees under this letter agreement or any documents or instruments delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligation or their creation.

10. Headings. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this letter agreement.

11. Severability. If any provision of this letter agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other Persons or circumstances. Notwithstanding the foregoing, the parties hereto intend that the remedies and limitations thereon contained in this letter agreement, including Section 9, be construed as an integral provision of this letter agreement and that such remedies and limitations shall not be severable in any manner that increases liability or obligations hereunder of any party hereto or of any Non-Recourse Party.

12. Representations and Warranties. Sponsor hereby represents and warrants to Buyer that (a) it is duly organized and validly existing under the laws of its jurisdiction or organization and has all necessary entity power and authority to execute, deliver and perform this letter agreement, (b) the execution, delivery and performance of this letter agreement by it has been duly and validly authorized and approved by all necessary entity action by it, (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this letter agreement, (d) all consents, approvals, authorizations and permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this letter agreement by it have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this letter agreement, (e) it has, and as of the Closing Date will have, sufficient financial resources (including liquidity) to perform the obligations required to be performed by it on the Closing Date, (f) this letter agreement does not conflict with or result in any breach, violation or infringement of (with or without notice, the lapse of time or both) any provision of its organizational or governing documents or violate or infringe any Law applicable to Sponsor.

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13. Assignment. Sponsor shall be entitled to assign all or a portion of its obligations hereunder to one or more Person(s) that agree to assume Sponsor’s obligations hereunder; provided that Sponsor shall remain obligated to perform its obligations hereunder to the extent not performed by such Person(s). Except as provided above, this letter agreement (including any rights or obligations hereunder) shall not be assignable without the prior written consent of the parties hereto, and any assignment or transfer or purported transfer in violation hereof shall be null and void ab initio.

[Signature pages follow]

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Sincerely,
Aircraft Services 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, 19^th 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, 2016 (THE “EXPIRY DATE”) OR ANY EXTENDED EXPIRY DATE, AS APPLICABLE.

UPON THE EARLIEST OF (I) THE SURRENDER TO US BY YOU OF THIS LETTER OF CREDIT FOR CANCELLATION, (II) THE AVAILABLE AMOUNT BEING REDUCED TO ZERO FOLLOWING A DRAWING HEREUNDER AND (III) THE EXPIRY DATE OR ANY EXTENDED EXPIRY DATE, AS APPLICABLE, OUR OBLIGATION UNDER THIS LETTER OF CREDIT SHALL AUTOMATICALLY TERMINATE WITHOUT NOTICE TO YOU OR THE TAKING OF ANY OTHER ACTION.

THIS LETTER OF CREDIT SETS FORTH IN FULL OUR UNDERTAKING, AND SUCH UNDERTAKING SHALL NOT IN ANY WAY BE MODIFIED, AMENDED, SUPPLEMENTED OR LIMITED BY REFERENCE TO ANY DOCUMENT, INSTRUMENT OR AGREEMENT REFERRED TO HEREIN (INCLUDING, WITHOUT LIMITATION, THE MEMBERSHIP INTEREST PURCHASE AGREEMENT REFERENCED IN ANNEX A HERETO), OTHER THAN THE DRAW CERTIFICATE AND THE ISP 98. ANY AMENDMENT OR SUPPLEMENT TO OR MODIFICATION OF THIS LETTER OF CREDIT SHALL REQUIRE OUR CONSENT AND THE WRITTEN CONSENT OF THE BENEFICIARY AND THE APPLICANT.

THIS LETTER OF CREDIT MAY NOT BE AMENDED, MODIFIED OR SUPPLEMENTED EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THE BENEFICIARY, THE APPLICANT AND US.

ALL DOCUMENTS ARE TO BE PRESENTED TO:

SUNTRUST BANK

245 PEACHTREE CENTER AVENUE, 17^TH FLOOR

MC: GA-ATL-3707

ATTN: STANDBY LC DEPT.

ATLANTA, GA 30303

PLEASE DIRECT ALL INQUIRIES TO:

PHONE: 800-951-7847 OPTION 3.

COPIES OF ALL NOTICES AND OTHER COMMUNICATIONS SENT TO THE BENEFICIARY OF THIS LETTER OF CREDIT SHALL BE SENT CONTEMPORANEOUSLY TO THE APPLICANT OF THIS LETTER OF CREDIT, TO THEIR RESPECTIVE ADDRESSES AS FOLLOWS:

BENEFICIARY ADDRESS:

CENTERPOINT PROPERTIES TRUST

1808 SWIFT DRIVE

OAK BROOK, IL 60523

APPLICANT ADDRESS:

ARC TERMINALS HOLDINGS LLC

C/O ARC LOGISTICS PARTNERS LP

725 FIFTH AVENUE, 19^TH FLOOR

NEW YORK, NY 10022

ATTENTION: CHIEF FINANCIAL OFFICER

WITH A COPY TO:

ARC LOGISTICS PARTNERS LP

725 FIFTH AVENUE, 19^TH FLOOR

NEW YORK, NY 10022

ATTENTION: GENERAL COUNSEL

SINCERELY,

SUNTRUST BANK

/s/ Dale Toothill

AUTHORIZED SIGNATURE

Dale Toothill

Assistant Vice President

ANNEX A to

Standby Letter of Credit

DRAW CERTIFICATE

Drawn Under SunTrust Bank.

Irrevocable Letter of Credit No. [    ]

The undersigned individual is a duly authorized signatory of CenterPoint Properties Trust, a Maryland real estate investment trust (the “Beneficiary”), and hereby certifies pursuant to this certificate (a “Draw Certificate”) on behalf of the Beneficiary to SunTrust Bank (the “Issuer”), with reference to Irrevocable Letter of Credit No. [            ] (the “Letter of Credit”; capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in the Letter of Credit) issued by Issuer in favor of the Beneficiary, as follows:

1. The Beneficiary is the seller under that certain Membership Interest Purchase Agreement, dated as of [            ], 2015 (the “Purchase Agreement”), between [insert name of Buyer], a Delaware limited liability company (the “Buyer”), and the Beneficiary.

2. By delivery of the Letter of Credit and this Draw Certificate to the Issuer, the Beneficiary is making a draw under the Letter of Credit in the amount of $10,000,000 (the “Draw Amount”).

3. [BENEFICIARY TO SELECT APPLICABLE OPTION]

[Option 1] The Beneficiary is entitled to make a draw under the Letter of Credit pursuant to the terms of the Purchase Agreement. The Purchase Agreement has been validly terminated in accordance with either Section 11.1(c) or Section 11.1(e) thereof, and the Beneficiary instructs the Issuer to remit the aggregate amount of the Draw Amount to the following account:

[CITIBANK, N.A.

ABA: 0210-0008-9

Account Name: Escrow Concentration Account

A/C#.: 36855852

Ref:]

[Option 2] The Beneficiary is entitled to make a Termination Draw under the Letter of Credit. The Beneficiary instructs the Issuer to remit the aggregate amount of the Draw Amount to the following account:

[CITIBANK, N.A.

ABA: 0210-0008-9

Account Name: Escrow Concentration Account

A/C#.: 36855852

Ref:]

4. A copy of this Draw Certificate has been delivered to Applicant concurrently with delivery to Issuer.

IN WITNESS WHEREOF, the Beneficiary has executed and delivered this Draw Certificate as of the [            ], 2015.

CENTERPOINT PROPERTIES TRUST

By:

Name:

Title:

2

Exhibit C

Debt Commitment Letter

[Attached]

February 19, 2015

Arc Terminals Holdings LLC

3000 Research Forest Drive, Suite 250

The Woodlands, Texas 77381

Attention: Vincent T. Cubbage

Arc Terminals Holdings LLC

Acquisition Credit Facility

Commitment Letter

Ladies and Gentlemen:

Arc Terminals Holdings LLC (the “Company” or “you”) has advised SunTrust Bank and SunTrust Robinson Humphrey, Inc. (the “Lead Arranger” and, together with SunTrust Bank, “SunTrust” or “we”) that the Company is seeking certain amendments (collectively, the “Amendment”) to that certain Second Amended and Restated Revolving Credit Agreement, dated as of November 12, 2013 (as amended to date, the “Existing Credit Agreement”), by and among the Company, the lenders from time to time party thereto (collectively, the “Existing Lenders”) and SunTrust Bank, as administrative agent for the Existing Lenders (in such capacity, the “Administrative Agent”), which Amendment shall, among other things, (a) permit the acquisition (the “Acquisition”) by the Company, either directly or indirectly, of sixty percent (60%) of the membership interests of Joliet Bulk, Barge & Rail LLC (the “Acquired Business”) pursuant to that certain Membership Interest Purchase Agreement, dated as of February 19, 2015 (as amended, supplemented or otherwise modified, the “Purchase Agreement”), between Arc Terminals Joliet Holdings LLC, a subsidiary of the Company (the “Buyer”), and CenterPoint Properties Trust (the “Seller”) and (b) provide incremental financing to fund a portion of the Acquisition.

This letter agreement and the Summary of Principal Terms and Conditions attached hereto as Annex I (the “Incremental Term Sheet”) describes the general terms and conditions for an incremental senior secured credit facility, which will be comprised of an increase to the revolving credit facility set forth in the Existing Credit Agreement (such increase, the “Incremental Facility”) in up to an amount such that the aggregate amount of all outstanding loans and commitments under the Existing Credit Agreement (as amended by the Amendment) will not exceed $275,000,000. In addition, you have requested that SunTrust Bank provide an underwritten commitment for a backstop senior secured credit facility of up to $275,000,000 (the “Backstop Facility” and, together with the Incremental Facility (or either individually, as the context shall require), the “Acquisition Credit Facility”) to be provided to the Company in order to refinance the Existing Credit Agreement in the event that the Company is unable to obtain the consents of the requisite Existing Lenders for the Amendment, as more fully described in the Summary of Principal Terms and Conditions attached hereto as Annex II (the “Backstop Term Sheet” and, together with the Incremental Term Sheet, the “Term Sheet”). The Company further intends to raise an amount to be determined in common equity (the “Arc Equity Contribution”), which will be directly or indirectly contributed to the Buyer. In addition, an affiliate of General Electric Capital Corporation (“GE Capital”) intends to contribute an amount to be determined to the Buyer (the “GE Equity Contribution”)

Arc Terminals Holdings LLC

February 19, 2015

Page 2

in connection with the consummation of the Acquisition. All transactions described above, together with the financing contemplated hereby, shall be referred to herein as the “Transactions”. Capitalized terms used in this letter but not defined herein shall have the meanings given to them in the Incremental Term Sheet or the Backstop Term Sheet, as applicable.

A. Commitment

SunTrust Bank is pleased to commit to provide 100% of the principal amount of each of the Acquisition Credit Facilities described and defined in the Term Sheet, subject to the terms and conditions set forth in this letter and the Term Sheet (collectively, this “Commitment Letter”).

B. Syndication

The Lead Arranger reserves the right, before or after the execution of the definitive documentation for the Acquisition Credit Facility (collectively, the “Financing Documentation”), to syndicate all or a portion of SunTrust Bank’s commitments to one or more other financial institutions reasonably acceptable to the Company that will become parties to the Financing Documentation (such financial institutions, together with the Existing Lenders, the “Lenders”); provided that, notwithstanding SunTrust Bank’s right to syndicate the Acquisition Credit Facility and receive commitments with respect thereto, (x) SunTrust shall not be relieved, released or novated from its obligations hereunder (including its obligation to fund the Acquisition Credit Facility on the Closing Date) in connection with any syndication, assignment or participation of the Acquisition Credit Facility, including its commitments in respect thereof, until after the Closing Date has occurred, (y) no assignment or novation shall become effective with respect to all or any portion of SunTrust Bank’s commitments in respect of the Acquisition Credit Facility until the initial funding thereof and (z) unless SunTrust and the Company otherwise agree in writing, SunTrust Bank shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Acquisition Credit Facility, including all rights with respect to consents, modifications, supplements, waivers and amendments, until a Successful Syndication (as defined in the Fee Letter (as defined below)) has occurred. The Company understands that the Lead Arranger intends to commence such syndication efforts promptly and the Lead Arranger may elect to appoint one or more agents to assist it in such syndication efforts.

You hereby appoint SunTrust Robinson Humphrey, Inc. to act, and the Lead Arranger agrees to act, as lead arranger and book manager for the Acquisition Credit Facility, subject to the terms and conditions of this Commitment Letter. The Lead Arranger will manage all aspects of the syndication of the Acquisition Credit Facility in consultation with the Company, including the timing of all offers to potential Lenders, the determination of all amounts offered to potential Lenders, the selection of Lenders (subject to the approval of the Company, such approval not to be unreasonably withheld), the allocation of commitments among the Lenders, and the determination of compensation and titles (such as co-agent, managing agent, etc.), if any, to be given such Lenders. It is agreed that no other agents, co-agents or arrangers will be appointed, or other titles conferred, except as mutually agreed to by the Company and by the Lead Arranger, and that no Lender will receive any compensation for its commitment to, or participation in, the Acquisition Credit Facility or the Amendment except as expressly set forth in the Term Sheet or the Fee Letter or as otherwise mutually agreed to by the Company and by the Lead Arranger.

Without limiting the Company’s obligations to assist with the marketing and syndication efforts as set forth herein, it is understood that SunTrust Bank’s commitments hereunder are not conditioned upon the syndication of, or receipt of commitments from other Lenders in respect of, the Acquisition Credit Facility and in no event shall the commencement or successful completion of syndication of the Acquisition Credit Facility constitute a condition to the availability of the Acquisition Credit Facility on the Closing Date.

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February 19, 2015

Page 3

Until the later of (i) the Closing Date and (ii) the earlier of (A) the date upon which a Successful Syndication is achieved and (B) 90 days after the Closing Date, the Company agrees to actively assist the Lead Arranger in attempting to complete a timely syndication of the Acquisition Credit Facility and shall take all action as the Lead Arranger may reasonably request related thereto. The Company’s assistance shall include (i) making available senior management, representatives and advisors of the Company, Arc Logistics Partners LLP (the “MLP”), Arc Logistics GP LLC (together with the MLP, the “MLP Affiliates”) and their respective subsidiaries (and shall request the Seller to make available its senior management, representatives and advisors involved in the Transactions or otherwise substantively involved in the development of the Acquired Business) to participate in meetings with potential Lenders and to provide information to potential Lenders at such times and places as are mutually agreed upon; (ii) ensuring that the syndication effort benefits from the existing lending relationships of the Company, the MLP Affiliates and their respective subsidiaries, and using commercially reasonable efforts to ensure that the syndication effort benefits from the existing lending relationships, if any, of the Acquired Business; (iii) assisting in the preparation of customary marketing materials (which may include an information memorandum, if requested by the Lead Arranger) to be used in connection with the syndication, in form and substance reasonably acceptable to the Lead Arranger and the Company, at least 20 days prior to the closing of the Acquisition Credit Facility; (iv) preparing and providing to the Lead Arranger (and requesting the Seller, with respect to the Acquired Business, to prepare and provide to the Lead Arranger) all information with respect to the Company, the Acquired Business, their respective subsidiaries and the Transactions, including, without limitation, all financial information and projections (the “Projections”), reasonably requested by the Lead Arranger that is usual and customary in financings of this type; and (v) furnishing to us an electronic version of the Company’s trademarks, service marks and corporate logo for use in marketing materials for the purpose of facilitating the syndication of the Acquisition Credit Facility; provided that such license shall be used solely for the purpose described above, is granted without any fee and may not be assigned or transferred.

For the avoidance of doubt, the Company will not be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation, or any obligation of confidentiality binding upon the Company, the Acquired Business or any of their respective affiliates. Notwithstanding anything herein to the contrary, the only financial statements that shall be required to be provided to SunTrust with respect to the Acquired Business in connection with the syndication of the Acquisition Credit Facility shall be such financial statements, if any, made available to the Company pursuant to the Purchase Agreement.

To ensure an orderly and effective syndication of the Acquisition Credit Facility, the Company agrees that, until the earlier of (A) the date upon which a Successful Syndication is achieved and (B) 90 days after the Closing Date, the Company and the Guarantors (as defined in the Existing Credit Agreement) shall not, and shall not permit their respective subsidiaries to, arrange, sell, syndicate or issue any credit facilities or debt security (including any renewals thereof) except with the prior written consent of the Lead Arranger (excluding any indebtedness outstanding under the Existing Credit Agreement and excluding the ongoing ordinary course short-term working capital facilities and ongoing ordinary course capital lease, purchase money and equipment financings of the Company and its subsidiaries and any other indebtedness permitted to be borrowed under the Existing Credit Agreement (other than the Qualified Senior Notes (as defined therein))).

Arc Terminals Holdings LLC

February 19, 2015

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C. Conditions Precedent

The undertakings and obligations of SunTrust under this Commitment Letter and the commitment hereunder to fund the Acquisition Credit Facility on the Closing Date are subject only to (i) the accuracy in all material respects of all Specified Acquisition Representations and Specified Representations; (ii) a closing of the Acquisition Credit Facility on or prior to May 18, 2015 unless mutually extended by the Company and SunTrust; and (iii) the satisfaction of the other conditions precedent set forth (x) in the case of the Incremental Facility, in the Incremental Term Sheet under the section “Conditions to Closing” and (y) in the case of the Backstop Facility, in the Backstop Term Sheet under the section “Conditions to Closing”; and upon satisfaction (or waiver by SunTrust) of such conditions, the initial funding of the Acquisition Credit Facility shall occur. It is understood and agreed that there are no other conditions (implied or otherwise) to the commitment hereunder to fund the Acquisition Credit Facility, including compliance with any other terms of this Commitment Letter, the Fee Letter or the Financing Documentation.

Notwithstanding anything in this Commitment Letter, the Fee Letter, the Financing Documentation or any other letter agreement or other undertaking concerning the financing of the Acquisition to the contrary, (i) the only representations with respect to the Company, the Acquired Business and their respective subsidiaries and their respective businesses and assets, the accuracy of which shall be a condition to the availability of the Acquisition Credit Facility on the Closing Date, shall be (A) such of the representations with respect to the Acquired Business in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Buyer has the right to terminate its obligations under the Purchase Agreement as a result of a breach of one or more of such representations in the Purchase Agreement (the “Specified Acquisition Representations”) and (B) the Specified Representations (as defined below) in the Financing Documentation and (ii) the terms of the Financing Documentation shall be in a form such that they do not impair the availability of the Acquisition Credit Facility on the Closing Date if the applicable conditions set forth in the section entitled “Conditions to Closing” in the applicable Term Sheet are satisfied (the “Certain Funds Provisions”). For purposes hereof, “Specified Representations” means the representations and warranties of the Company and its affiliates set forth in the Financing Documentation (which such representations and warranties will be substantially the same as those set forth in the Existing Credit Agreement, subject to the Documentation Principles) relating to legal existence; power and authority, due authorization, execution and delivery, validity and enforceability, in each case, related to the entering into and performance of the Financing Documentation; no conflicts of the Financing Documentation with respect to organizational documents; solvency on the Closing Date of the Company and its subsidiaries; Federal Reserve margin regulations; the Investment Company Act; the PATRIOT Act; and creation, validity and perfection of security interests in the equity interests of the Buyer owned, directly or indirectly, by the Company.

D. Information Requirements

You represent and warrant to SunTrust that (i) all written information, other than in connection with the Projections and other than information of a general economic or industry specific nature, that has been or will be made available to SunTrust or any of the Lenders by the Company and its subsidiaries or any of their respective representatives (or on your or their behalf) in connection with the Acquisition Credit Facility or the Financing Documentation (such written information, collectively, the “Information”), when taken as a whole, is or will be when furnished correct in all material respects and does not or will not, when furnished and when taken as a whole (and when taken as a whole with all information in respect of the MLP as filed with the Securities Exchange Commission under any current or

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periodic report), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (giving effect to all supplements and updates thereto prior to the Closing Date and, in the case of Information supplemented or updated after the Closing Date, prior to when a Successful Syndication is achieved); and (ii) the Projections have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time furnished; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized and that actual results during the period covered by any such Projections may differ from the projected results and such differences may be material. You agree that if, at any time prior to the later of (i) the Closing Date and (ii) the earlier of (A) the date a Successful Syndication is achieved and (B) 90 days after the Closing Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect if the Information and the Projections were being furnished, and such representations were being made, at such time, then you will use commercially reasonable efforts to supplement the Information and the Projections so that (with respect to the Information relating to the Acquired Business and its subsidiaries, to the best of your knowledge) the representation and warranty contained in this paragraph remains correct in all material respects. In issuing the commitments and undertakings hereunder and in arranging and syndicating the Acquisition Credit Facility, SunTrust Bank and the Lead Arranger are relying on the accuracy of the Information and the Projections without independent verification thereof.

E. Fees and Expenses; Indemnification

1. Fees and Expenses. In addition to the fees described in the Term Sheet, you will pay at the times specified therein the fees set forth in that certain letter agreement dated as of the date hereof, executed by SunTrust Bank and the Lead Arranger and acknowledged and agreed to by the Company relating to this Commitment Letter (the “Fee Letter”). You also agree to pay or reimburse SunTrust on demand for any other fees mutually agreed to by the Company and SunTrust and all reasonable and documented out-of-pocket costs and expenses incurred by SunTrust (whether incurred before or after the date hereof) in connection with the Acquisition Credit Facility, the preparation of the Financing Documentation and the syndication thereof, including, without limitation, reasonable fees and disbursements of its counsel, regardless of whether the Acquisition Credit Facility closes. You will also pay all documented out-of-pocket costs and expenses of SunTrust (including, without limitation, reasonable fees and disbursements of its counsel) incurred in connection with the enforcement of any of its rights and remedies hereunder, in each case on terms substantially the same as those set forth in the Existing Credit Agreement.

2. Indemnification. You will indemnify and hold harmless the Lead Arranger, SunTrust Bank, their respective affiliates and their respective directors, officers, employees, agents, representatives, legal counsel and consultants (each, an “Indemnified Person”) against, and to reimburse each Indemnified Person upon its demand for, any losses, claims, damages, liabilities or other reasonable and documented out-of-pocket expenses (“Losses”) incurred by such Indemnified Person or asserted against such Indemnified Person by the Company, the Acquired Business, any of their subsidiaries or affiliates or any other person or party arising out of or in connection with this Commitment Letter, the Fee Letter, the Financing Documentation, the Acquisition Credit Facility, the use of the proceeds thereof, the Acquisition or any related transaction, or any claim, litigation, investigation or proceeding relating to any of the foregoing, and to reimburse each Indemnified Person upon demand for any reasonable and documented out-of-pocket legal or other expenses (limited to one primary counsel for the Indemnified Persons collectively and, if necessary in the Indemnified Persons’ reasonable determination, one local counsel in each appropriate jurisdiction and one regulatory counsel and, solely, in the event of a conflict of interest,

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one additional primary counsel (and, if necessary, one additional local counsel in each appropriate jurisdiction and one additional regulatory counsel)) incurred in connection with investigating or defending any of the foregoing; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses to the extent resulting from (x) the gross negligence or willful misconduct of such Indemnified Person, (y) a claim brought solely between or among Indemnified Persons (other than a claim against the Administrative Agent or the Lead Arranger acting pursuant to this Commitment Letter or in their capacity as such or any of their respective affiliates or their respective directors, officers, employees, agents, representatives, legal counsel or consultants) not arising from any act or omission by you or any of your affiliates or (z) a claim brought by the Company or any of its subsidiaries against an Indemnified Person for a material or bad faith breach of such Indemnified Person’s material obligations hereunder (in each case of the foregoing clauses (x), (y) and (z), as determined by a court of competent jurisdiction in a final and non-appealable judgment).

The Company shall not, without the prior written consent of any Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Person is a party and indemnity has been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such indemnity. The Company shall not be liable for any settlement of any pending or threatened proceeding effected without the Company’s written consent (such consent not to be unreasonably withheld or delayed). No Indemnified Person shall be responsible or liable for any damages arising from the use by others of the Information or other materials obtained through electronic telecommunications or other information transmission systems (other than as a result of willful misconduct, bad faith or gross negligence of such Indemnified Person). Neither any Indemnified Person nor the Company shall be liable for any special, indirect, punitive, exemplary or consequential damages that may be alleged as a result of this Commitment Letter, the Fee Letter, the Financing Documentation, the Acquisition Credit Facility, the use of proceeds thereof, the Acquisition or any related transaction. Neither any Indemnified Person nor the Company shall be liable for any indirect or consequential damages in connection with its activities related to the Acquisition Credit Facility or the Financing Documentation.

F. Miscellaneous

1. Termination. This Commitment Letter and all commitments and undertakings of SunTrust under this Commitment Letter shall expire at 5:00 p.m., Atlanta, Georgia time, on February 17, 2015 unless by such time the Company both executes and delivers to SunTrust this Commitment Letter and the Fee Letter. Thereafter, unless mutually extended by SunTrust and the Company, all commitments and obligations of SunTrust under this Commitment Letter will terminate at 5:00 p.m. on May 18, 2015 unless the Financing Documentation related to the Acquisition Credit Facility has been executed and delivered on or prior to such date.

2. No Third-Party Beneficiaries. This Commitment Letter is solely for the benefit of the Company, SunTrust and the Indemnified Persons, and no provision hereof shall be deemed to confer rights on any other person or entity.

3. No Assignment; Amendment. This Commitment Letter and the Fee Letter may not be assigned by any party hereto or thereto to any other person or entity. All of the obligations of each party hereto or thereto under this Commitment Letter or the Fee Letter shall be binding upon the successors and permitted assigns of such party. This Commitment Letter and the Fee Letter may not be amended or modified except in writing executed by each of the parties hereto.

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4. Use of Name and Information. You agree that, other than disclosures permitted pursuant to paragraph 7 below, any references to SunTrust or any of its affiliates made in connection with the Acquisition Credit Facility or the Financing Documentation are subject to the prior approval of SunTrust, which approval shall not be unreasonably withheld, conditioned or delayed. After the Closing Date, SunTrust shall be permitted to use information related to the syndication and arrangement of the Acquisition Credit Facility in connection with marketing, press releases or other transactional announcements or updates provided to investor or trade publications, including, without limitation, the placement of “tombstone” advertisements in publications of its choice at its own expense.

5. Governing Law. This Commitment Letter and the Fee Letter will be governed by and construed in accordance with the laws of the state of New York; provided that (A) the determination of the accuracy of the Specified Acquisition Representations and whether, as a result of a breach thereof, the Buyer has the right to terminate its obligations under the Purchase Agreement and (B) the determination as to whether the Acquisition has been consummated in accordance with the Purchase Agreement shall, in each case, be governed by and construed in accordance with the laws of the state of Delaware without regard to the principles of conflicts of laws thereof. Each of the Company and SunTrust irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or related to this Commitment Letter, the Fee Letter, the Financing Documentation, the Acquisition Credit Facility, the use of proceeds thereof or the actions of SunTrust in the negotiation, performance or enforcement hereof. Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York county or the United States District Court for the Southern District of New York for the purpose of any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter, the Financing Documentation, the Acquisition Credit Facility or the use of proceeds thereof and irrevocably agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in any such court. Each of the Company and SunTrust irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts to whose jurisdiction the Company or SunTrust are or may be subject, by suit upon judgment. Service of any process, summons, notice or document on the Company may be made by registered mail addressed to the Company at the address appearing at the beginning of this letter for any suit, action or proceeding brought in any such court pursuant to this Commitment Letter. Each of the parties hereto agree that this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Financing Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the funding of the Acquisition Credit Facility is subject only to the conditions precedent as provided herein and in the Term Sheet.

6. Survival. The obligations of the Company under the expense reimbursement, indemnification, confidentiality and governing law provisions of this Commitment Letter shall survive the expiration and termination of this Commitment Letter, but the Company’s indemnification obligations and agreements in Section E will be superseded by the indemnification provisions in the Financing Documentation on the closing of the Acquisition Credit Facility. The Company’s obligations under the expense reimbursement and governing law provisions shall survive for one year following termination of this Commitment Letter.

7. Confidentiality. The Company shall not disclose or permit disclosure of this Commitment Letter, the Fee Letter nor the contents of the foregoing to any person or entity (including, without limitation, any Lender other than SunTrust Bank), either directly or indirectly, either orally or in

Arc Terminals Holdings LLC

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writing, without the prior written consent of SunTrust in each instance, except (i) to the Company’s affiliates, to the Company’s and such affiliates’ respective members, officers, directors, advisors (including accountants), agents and legal counsel and to any owner or proposed owner of the Buyer (including GE Capital) and their respective members and other equity holders, officers, directors, advisors (including accountants), agents and legal counsel, in each case to the extent directly involved in the transactions contemplated hereby and, in each case, on a confidential basis, (ii) with respect to the Commitment Letter (but not the Fee Letter), to the Acquired Business and its subsidiaries, its controlling shareholders and their respective officers, directors, agents, employees, attorneys, accountants, customers, advisors, controlling persons or equity holders on a confidential basis, (iii) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process, including United States securities laws and the rules and regulations promulgated thereunder and the rules and regulations of any national securities exchange on which the securities of the MLP are listed (in which case the Company, to the extent not prohibited by law, agrees to inform SunTrust promptly thereof) or (iv) upon the request or demand of any regulatory authority having jurisdiction over the Company or any of its affiliates (in which case the Company, to the extent not prohibited by law, agrees to inform SunTrust promptly thereof). Notwithstanding the foregoing, (i) the Company may disclose the aggregate fee amounts contained in the Fee Letter as part of the Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the transactions contemplated hereby to the extent customary or required in marketing materials for the Acquisition Credit Facility and (ii) to the extent fee amounts, price caps and economic “flex” set forth therein have been redacted in a manner to be reasonably agreed by SunTrust, the Company may disclose the Fee Letter and the contents thereof to the Acquired Business, its subsidiaries, its controlling shareholders and their respective officers, directors, agents, employees, attorneys, accountants, advisors, controlling persons or equity holders, on a confidential and need-to-know basis. The confidentiality provisions set forth in this paragraph shall survive the termination of this Commitment Letter and, other than with respect to the Fee Letter, shall expire and be of no further effect after the second anniversary of the date hereof.

We agree to take normal and reasonable precautions to maintain the confidentiality of any information relating to the Company, the Acquisition or the related transactions, to the extent provided to us by the Company, the Acquired Business or any of their respective affiliates, other than any such information that is available to us on a non-confidential basis prior to disclosure by any such party, except that such information may be disclosed (i) to our affiliates and their and our respective managers, administrators, trustees, partners, directors, officers, employees, agents, advisors or other representatives including, without limitation, accountants, legal counsel and other advisors, in each case so long as such person is advised that such information is confidential and may not be used for any purpose other than in connection with the transactions contemplated by this Commitment Letter and may not be disclosed to any other person, (ii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iii) to the extent requested by any regulatory agency or authority purporting to have jurisdiction over it (including any self-regulatory authority such as the National Association of Insurance Commissioners), (iv) to the extent that such information becomes publicly available other than as a result of a breach of this paragraph, or which becomes available to us or any of our affiliates on a non-confidential basis from a source other than the Company, the Acquired Business or any of their respective affiliates, (v) in connection with the exercise of any remedy hereunder or under the Fee Letter or any suit, action or proceeding relating to this Commitment Letter or the Fee Letter or the enforcement of rights hereunder or thereunder, (vi) subject to execution by such person of an agreement containing provisions substantially the same as those of this paragraph, to any potential or prospective Lender, participant or assignee in the Acquisition Credit Facility, (vii) to any rating agency, (viii) to the CUSIP Service Bureau or any similar organization or (ix) with the consent of the Company. Any person required to maintain the confidentiality of any information as provided for in this paragraph shall be considered to have complied

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with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such information as such person would accord its own confidential information. In the event that the Acquisition Credit Facility is funded, the obligations set forth in this paragraph shall terminate automatically and be superseded by the confidentiality provisions in the Financing Documentation upon the initial funding thereunder to the extent such provisions are binding on us, as applicable. Otherwise, the confidentiality provisions set forth in this paragraph shall survive the termination of this Commitment Letter and shall expire and be of no further effect after the second anniversary of the date hereof.

8. No Fiduciary Duty. SunTrust is a full service securities firm and such person may from time to time effect transactions, for its own or its affiliates’ account or the account of customers, and hold positions in loans, securities or options on loans or securities of you, your affiliates and of other companies that may be the subject of the transactions contemplated by this Commitment Letter. The Company acknowledges and agrees that (i) the commitment to and syndication of the Acquisition Credit Facility by SunTrust pursuant to this Commitment Letter is an arm’s-length commercial transaction between the Company, on the one hand, and SunTrust, on the other, and you are capable of evaluating and understanding, and do understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter; (ii) in connection with the transactions contemplated hereby and the process leading to such transactions, SunTrust is and has been acting solely as a principal, and not as advisor, agent or fiduciary of the Company, its affiliates or any other party; (iii) SunTrust has not assumed an advisory responsibility or fiduciary duty in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether SunTrust has advised or is currently advising the Company on other matters) and SunTrust has no obligation to the Company except those expressly set forth in this Commitment Letter; (iv) SunTrust and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and its affiliates, and SunTrust has no obligation to disclose any of such interests by virtue of any fiduciary or advisory relationship as a consequence of this Commitment Letter; and (v) SunTrust has not provided any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company waives and releases, to the fullest extent permitted by law, any claims that it may have against SunTrust with respect to any breach or alleged breach of fiduciary duty as a consequence of this Commitment Letter.

9. Swaps. Nothing herein constitutes an offer or recommendation to enter into any “swap” or trading strategy involving a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. Any such offer or recommendation, if any, will only occur after we have received appropriate documentation from you regarding whether you are qualified to enter into a swap under applicable law.

10. Counterparts. This Commitment Letter and the Fee Letter may be executed in multiple counterparts, and by different parties hereto in any number of separate counterparts, all of which taken together shall constitute one original. Delivery of an executed counterpart of a signature page to this Commitment Letter or the Fee Letter by telecopier or by electronic transmission (in pdf form) shall be as effective as delivery of a manually executed counterpart hereof.

11. Entire Agreement. This Commitment Letter and the Fee Letter embody the entire agreement and understanding among SunTrust, the Company and their affiliates with respect to the Acquisition Credit Facility, the Financing Documentation and the Transactions, and supersede all prior understandings and agreements among the parties relating to the subject matter hereof. However, those matters not covered or made clear herein or in the Term Sheet are subject to mutual agreement of the parties.

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12. Patriot Act. SunTrust hereby notifies the Company that, pursuant to the requirements of the USA Patriot Improvement and Reauthorization Act of 2005, Title III of Pub. L. 109-177 (signed into law March 9, 2006) (the “Patriot Act”), it and its affiliates are required to obtain, verify and record information that identifies the Company, which information includes the name, address, tax identification number and other information regarding the Company that will allow SunTrust to identify the Company in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective for SunTrust and its affiliates.

We look forward to working with you on this important transaction.

SUNTRUST BANK
By:	/s/ Scott Mackey
Name:	Scott Mackey
Title:	Director
SUNTRUST ROBINSON HUMPHREY, INC.
By:	/s/ Peter Almond
Name:	Peter Almond
Title:	Managing Director

Signature Page – Commitment Letter

ACCEPTED AND AGREED
this 19th day of February, 2015
ARC TERMINALS HOLDINGS LLC
By:	Arc Logistics LLC, its sole member
	By:	Arc Logistics Partners LP, its sole member
		By:	Arc Logistics GP LLC, its general member
By:	/s/ Vince T. Cubbage
Name:	Vince T. Cubbage
Title:	Chief Executive Officer

Signature Page – Commitment Letter

Annex I

Summary of Principal Terms and Conditions of

Incremental Facility

Borrower:	Arc Terminals Holdings LLC (the “Borrower”).
Guarantors:	Arc Logistics Partners LP, Arc Logistics LLC and all existing and future direct and indirect domestic subsidiaries of the Borrower (other than the Buyer and any direct or indirect subsidiaries thereof).
Lead Arranger and Bookrunner:	SunTrust Robinson Humphrey, Inc. (with any other lead arrangers and bookrunners as mutually agreed to by the Borrower and SunTrust Robinson Humphrey, Inc., the “Lead Arranger”).
Administrative Agent:	SunTrust Bank (the “Administrative Agent”).
Lenders:	A syndicate of financial institutions (including SunTrust Bank) arranged by the Lead Arranger, which institutions shall be acceptable to the Borrower and the Administrative Agent (together, the “Lenders”).
Existing Credit Facility:	A senior secured revolving credit facility consisting of the commitments under the Existing Credit Agreement (as defined below) (the “Existing Credit Facility”).
Incremental Facility:	An incremental revolving credit facility (the “Incremental Facility”) in an amount such that, after consummation of the Amendment, the aggregate outstanding commitments will equal $275,000,000. For the avoidance of doubt, the Incremental Facility shall constitute an Incremental Commitment under the Existing Credit Agreement and, after consummation of the Amendment, up to $100,000,000 of further Incremental Commitments will be available.
	The Existing Credit Facility and the Incremental Facility are collectively referred to herein as the “Senior Credit Facility”.
Purpose:	Proceeds of the Incremental Facility (in up to an amount equal to or less than the difference between (a) the amount that would not cause the Total Leverage Ratio (as defined in the Existing Credit Agreement after giving effect to the Documentation Principles), calculated on a pro forma basis after giving effect to the consummation of the Transactions and the initial funding of the Incremental Facility, to exceed 4.75:1.00 minus (b) any Pro Rata Purchase Price Reduction (as defined below)), together with the proceeds of the Arc Equity Contribution, shall be used on the date that the initial funding under the Incremental Facility occurs (the “Closing Date”) (i) to finance, directly or indirectly, the acquisition (the “Acquisition”) of 60% of the membership interests of Joliet Bulk, Barge & Rail LLC (the “Acquired Business”) and (ii) to pay fees, costs and expenses incurred by the Borrower and its affiliates in connection with entering into the Incremental Facility and consummating the Acquisition

	and transactions related thereto. The Acquisition shall occur contemporaneously with the making of the extensions of credit pursuant to an amendment (the “Amendment”) to that certain Second Amended and Restated Revolving Credit Agreement, dated as of November 12, 2013 (the “Existing Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Existing Credit Agreement), by and among the Company, the lenders from time to time party thereto (collectively, the “Existing Lenders”) and SunTrust Bank, as administrative agent for the Existing Lenders, which Amendment shall be subject to the Documentation Principles (as defined below). Proceeds of the Incremental Facility shall be used after the Closing Date to provide for working capital and capital expenditures relating to terminal construction and for other general corporate purposes.
Documentation Principles:	The Amendment and any other definitive financing documentation for the Incremental Facility (including, without limitation, supplements to the schedules to the security documents in respect of the Existing Credit Facility in order to effect the pledge of the equity interests of the Buyer shall be limited to the equity interests directly or indirectly owned by the Borrower or any of the Guarantors) (collectively, the “Financing Documentation”) shall amend the Existing Credit Agreement to (x) permit the consummation of the Acquisition and the other Transactions, (y) give effect to the Incremental Facility and (z) reflect those terms and conditions set forth in this Term Sheet and the commitment letter to which this Term Sheet is attached; provided that (a) other than with respect to the forgoing, the Incremental Facility shall be substantially identical to the Existing Credit Agreement that is in effect immediately prior to the consummation of the Transactions; (b) the Financing Documentation shall be negotiated in good faith within a reasonable period to be mutually determined by the Borrower and the Administrative Agent based on the expected Closing Date; (c) in all cases the Financing Documentation will be subject to the Certain Funds Provisions; and (d) the Financing Documentation shall give effect to other modifications to the Existing Credit Agreement as mutually agreed by the Borrower and the Administrative Agent (the foregoing, collectively, the “Documentation Principles”).
Amortization and Maturity Date:	The Senior Credit Facility shall terminate, and all amounts outstanding thereunder shall be due and payable in full, on November 12, 2018.
Pricing/Fees/Expenses:	With respect to the Existing Credit Facility, same as in the Existing Credit Agreement; with respect to the Incremental Facility, as set forth in Addendum I attached hereto.
Optional Prepayments and Commitment Reductions:	Same as in the Existing Credit Agreement.

Mandatory Prepayments:	Same as in the Existing Credit Agreement.
Collateral:	Substantially the same as in the Existing Credit Agreement and related security documents; provided that (x) the pledge of the equity interests of the Buyer shall be limited to the equity interests directly or indirectly owned by the Borrower or any of the Guarantors and (y) for the avoidance of doubt, neither the Buyer nor any direct or indirect subsidiary thereof shall be required to pledge its assets under the Financing Documentation.
Conditions to Closing:	The closing of the Incremental Facility shall be subject to the conditions set forth in the commitment letter to which this Term Sheet is attached and the following other conditions:
	•	(i) The execution and delivery of the Financing Documentation by the Borrower and the Guarantors, which shall, in each case, be in accordance with the terms hereof and subject to the Documentation Principles; provided that to the extent any security interest in any Collateral (as defined in the Existing Credit Agreement) is not or cannot be provided and/or perfected on the Closing Date (other than the pledge and perfection of the security interest in any equity interests and in any other assets pursuant to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Incremental Facility on the Closing Date but instead shall be required to be delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the Borrower acting reasonably; and (ii) receipt of the consents of the requisite Existing Lenders for the Amendment.
	•	Subject to the Certain Funds Provision, delivery of customary corporate documents (including evidence of authorization), a solvency certificate, other customary officer certificates, customary legal opinions and other customary closing documents (in substantially the same scope as previously delivered under the Existing Credit Agreement), each to be in substantially the same form as previously delivered under the Existing Credit Agreement.
	•	Receipt by the Administrative Agent of the consolidated financial statements of the MLP (as defined in the Existing Credit Agreement) and its subsidiaries for the fiscal year ended December 31, 2014 within one hundred five (105) days after the end of such fiscal year.

	•	Receipt by the Administrative Agent of financial projections for the four-year period from the Closing Date and a pro forma balance sheet of the Borrower as of the Closing Date.
	•	Payment in full of all reasonable and documented fees and expenses required to be paid pursuant to the Fee Letter, the commitment letter to which this Term Sheet is attached and the Financing Documentation, to the extent, in the case of expenses, invoiced at least two (2) Business Days prior to the Closing Date.
	•	Substantially simultaneously with the initial funding under the Incremental Facility on the Closing Date, each of the Arc Equity Contribution and the GE Equity Contribution shall have been made.
	•	The Acquisition shall have been consummated, or substantially simultaneously with the initial funding under the Incremental Facility on the Closing Date shall be consummated in all material respects in accordance with the terms of the Purchase Agreement, after giving effect to any modifications, amendments, consents or waivers thereto, other than those modifications, amendments, consents or waivers that are materially adverse to the Lenders, the Administrative Agent or the Lead Arranger in their capacities as such, unless consented to in writing by the Lead Arranger; provided that any reduction in the purchase price of, or consideration for, the Acquisition by no more than 10% shall be deemed not to be materially adverse to the Lenders so long as 60% of such reduction (such percentage of such reduction, the “Pro Rata Purchase Price Reduction”) is applied on a dollar-for-dollar basis to reduce the aggregate amount of the commitments in respect of the Senior Credit Facility to be funded on the Closing Date.
Conditions to All Credit Extensions:	Same as in the Existing Credit Agreement; provided that the only conditions to the availability of the Incremental Facility on the Closing Date shall be those set forth above under the heading “Conditions to Closing” and Section C of the commitment letter to which this Term Sheet is attached.
Representations and Warranties:	Same as in the Existing Credit Agreement (subject to the Documentation Principles).
Covenants:	Same as in the Existing Credit Agreement, except for the modifications set forth below:
	(a) Negative Covenants – Same as in the Existing Credit Agreement; provided that (i) the consummation of the Transactions shall be permitted; (ii) the Acquired Business and the Buyer shall not incur

	any indebtedness or any liens, other than (x) a $5,000,000 basket for indebtedness that may be secured and (y) other exceptions to be mutually agreed by the Borrower and the Administrative Agent; (iii) the Senior Credit Facility shall provide for a $30,000,000 basket for investments in the Buyer; and (iv) updates to the schedules to the Existing Credit Facility shall be made to permit any indebtedness assumed in connection with the Acquisition.
	(b) Financial Covenants – Same as in the Existing Credit Agreement; provided that the definition of “Pro Forma Adjusted EBITDA” shall (x) set forth certain amounts to be agreed as deemed distributions from the Acquired Business prior to the Closing Date and (y) allow for the add-back of fees, costs and expenses associated with the Transactions.
Events of Default:	Same as in the Existing Credit Agreement.
Participations and Assignments:	Same as in the Existing Credit Agreement.
Waivers and Amendments:	Same as in the Existing Credit Agreement.
Defaulting Lenders:	Same as in the Existing Credit Agreement.
Indemnification:	Same as in the Existing Credit Agreement.
Governing Law:	State of New York.
Counsel to the Administrative Agent:	King & Spalding LLP.
Miscellaneous:	Same as in the Existing Credit Agreement.

ADDENDUM I

PRICING, FEES AND EXPENSES

Capitalized terms not otherwise defined herein have the meaning set forth in

the Summary of Principal Terms and Conditions to which this Addendum is attached.

Interest Rates:	The interest rates per annum applicable to the Incremental Facility will be, at the option of the Borrower, (i) LIBOR plus the Applicable Margin (as defined below) or (ii) the Base Rate plus the Applicable Margin.
	“LIBOR” definition to be the same as in the Existing Credit Agreement.
	“Base Rate” definition to be the same as in the Existing Credit Agreement.
	“Applicable Margin” means a percentage per annum to be determined in accordance with the pricing grid set forth below, based on the Total Leverage Ratio; provided that the Applicable Margin indicated by Level I shall be in effect from the Closing Date through the date of delivery of the Borrower’s financial statements and compliance certificate for the first full fiscal quarter ending after the Closing Date.

Level	Total Leverage Ratio	LIBOR Loans			Base Rate Loans			Commitment Fee
I	³ 4.00:1.00		3.00	%		2.00	%		0.50	%
II	³ 3.50:1.00 but < 4.00:1.00		2.75	%		1.75	%		0.50	%
III	³ 3.00:1.00 but < 3.50:1.00		2.50	%		1.50	%		0.50	%
IV	³ 2.00:1.00 but < 3.00:1.00		2.25	%		1.25	%		0.375	%
VI	< 2.00:1.00		2.00	%		1.00	%		0.375	%

	Interest for LIBOR loans shall be payable at the end of the selected interest period but no less frequently than quarterly. Interest for Base Rate loans shall be payable quarterly in arrears.
Default Interest:	Same as in the Existing Credit Agreement.
Commitment Fee:	A commitment fee shall be payable by the Borrower quarterly in arrears on the average daily unused portion of the Incremental Facility, in an amount equal to the percentage designated in the pricing grid set forth above for Commitment Fees; provided that the Commitment Fee percentage indicated by Level I shall be in

	effect from the Closing Date through the date of delivery of the Borrower’s financial statements and compliance certificate for the first full fiscal quarter ending after the Closing Date.
Calculation of Interest and Fees:	Same as in the Existing Credit Agreement.
Cost and Yield Protection:	Same as in the Existing Credit Agreement.
Expenses:	Same as in the Existing Credit Agreement.

Annex II

Summary of Principal Terms and Conditions of

Backstop Facility

Borrower:	Arc Terminals Holdings LLC (the “Borrower”).
Guarantors:	Arc Logistics Partners LP, Arc Logistics LLC and all existing and future direct and indirect domestic subsidiaries of the Borrower (other than the Buyer and any direct or indirect subsidiaries thereof).
Lead Arranger and Bookrunner:	SunTrust Robinson Humphrey, Inc. (with any other lead arrangers and bookrunners as mutually agreed to by the Borrower and SunTrust Robinson Humphrey, Inc., the “Lead Arranger”).
Administrative Agent:	SunTrust Bank (the “Administrative Agent”).
Lenders:	A syndicate of financial institutions (including SunTrust Bank) arranged by the Lead Arranger, which institutions shall be acceptable to the Borrower and the Administrative Agent (together, the “Lenders”).
Senior Credit Facility:	A $275,000,000 senior secured revolving credit facility (the “Senior Credit Facility”), including sublimits consistent with the Existing Credit Agreement (as defined below). Loans and extensions of credit will be made in U.S. dollars. Letters of Credit will be issued by SunTrust Bank (the “Issuing Bank”) and Swingline Loans will be made available by SunTrust Bank (the “Swingline Lender”) in its sole discretion, and each Lender will purchase an irrevocable and unconditional participation in each Letter of Credit and each Swingline Loan, in each case on terms and conditions consistent with the Existing Credit Agreement after giving effect to the Documentation Principles.
Incremental Facility:	The Borrower shall have the right to increase the commitments to the Senior Credit Facility in an aggregate amount up to $100,000,000 at any time on or before the final maturity date, on the same terms as in the Existing Credit Agreement after giving effect to the Documentation Principles.
Purpose:	Proceeds of the Senior Credit Facility (in up to an amount equal to or less than the difference between (a) the amount that would not cause the Total Leverage Ratio (as defined in the Existing Credit Agreement after giving effect to the Documentation Principles), calculated on a pro forma basis after giving effect to the consummation of the Transactions and the initial funding of the Senior Credit Facility, to exceed 4.75:1.00 minus (b) any Pro Rata Purchase Price Reduction (as defined below)), together with the proceeds of the Arc Equity Contribution, shall be used on the date that the initial funding under the Senior Credit Facility occurs (the “Closing Date”) (i) to finance, directly or indirectly, the acquisition (the “Acquisition”) of 60% of the membership interests of Joliet Bulk, Barge & Rail LLC (the “Acquired Business”), (ii) to refinance existing

	indebtedness under that certain Second Amended and Restated Revolving Credit Agreement, dated as of November 12, 2013 (the “Existing Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Existing Credit Agreement), by and among the Company, the lenders from time to time party thereto (collectively, the “Existing Lenders”) and SunTrust Bank, as administrative agent for the Existing Lenders, and (iii) to pay fees, costs and expenses incurred by the Borrower and its affiliates in connection with entering into the Senior Credit Facility and consummating the Acquisition and transactions related thereto. Proceeds of the Senior Credit Facility shall be used after the Closing Date to provide for working capital and capital expenditures relating to terminal construction and for other general corporate purposes.
Documentation Principles:	The definitive financing documentation for the Senior Credit Facility (collectively, the “Financing Documentation”) shall be substantially identical to the Existing Credit Agreement (and any security agreements and guaranty agreements relating thereto) with such modifications to (x) permit the consummation of the Acquisition and the other Transactions, (y) give effect to the Senior Credit Facility and (z) reflect those terms and conditions set forth in this Term Sheet and the commitment letter to which this Term Sheet is attached; provided that (a) other than with respect to the forgoing, the Senior Credit Facility shall be substantially identical to the Existing Credit Agreement that is in effect immediately prior to the consummation of the Transactions; (b) the Financing Documentation shall be negotiated in good faith within a reasonable period to be mutually determined by the Borrower and the Administrative Agent based on the expected Closing Date; (c) in all cases the Financing Documentation will be subject to the Certain Funds Provisions; and (d) the Financing Documentation shall give effect to other modifications to the Existing Credit Agreement as mutually agreed by the Borrower and the Administrative Agent (the foregoing, collectively, the “Documentation Principles”).
Amortization and Maturity Date:	The Senior Credit Facility shall terminate, and all amounts outstanding thereunder shall be due and payable in full, on November 12, 2018.
Pricing/Fees/Expenses:	As set forth in Addendum I attached hereto.
Optional Prepayments and Commitment Reductions:	Same as in the Existing Credit Agreement.
Mandatory Prepayments:	Same as in the Existing Credit Agreement.
Collateral:	Substantially the same as in the Existing Credit Agreement and related security documents; provided that (x) the pledge of the equity interests of the Buyer shall be limited to the equity interests directly or indirectly

	owned by the Borrower or any of the Guarantors and (y) for the avoidance of doubt, neither the Buyer nor any direct or indirect subsidiary thereof shall be required to pledge its assets under the Financing Documentation.
Conditions to Closing:	The closing of the Senior Credit Facility shall be subject to the conditions set forth in the commitment letter to which this Term Sheet is attached and the following other conditions:
	•	The execution and delivery of the Financing Documentation by the Borrower and the Guarantors, which shall, in each case, be in accordance with the terms hereof and subject to the Documentation Principles; provided that to the extent any security interest in any Collateral (as defined in the Existing Credit Agreement) is not or cannot be provided and/or perfected on the Closing Date (other than the pledge and perfection of the security interest in any equity interests and in any other assets pursuant to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Senior Credit Facility on the Closing Date but instead shall be required to be delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the Borrower acting reasonably.
	•	Subject to the Certain Funds Provision, delivery of customary corporate documents (including evidence of authorization), a solvency certificate, other customary officer certificates, customary legal opinions and other customary closing documents (in substantially the same scope as previously delivered under the Existing Credit Agreement), each to be in substantially the same form as previously delivered under the Existing Credit Agreement.
	•	Receipt by the Administrative Agent of the consolidated financial statements of the MLP (as defined in the Existing Credit Agreement) and its subsidiaries for the fiscal year ended December 31, 2014 within one hundred five (105) days after the end of such fiscal year.
	•	Receipt by the Administrative Agent of financial projections for the four-year period from the Closing Date and a pro forma balance sheet of the Borrower as of the Closing Date.
	•	Payment in full of all reasonable and documented fees and expenses required to be paid pursuant to the Fee Letter, the commitment letter to which this Term Sheet is attached and the Financing Documentation, to the extent, in the case of expenses, invoiced at least two (2) Business Days prior to the Closing Date.

	•	Substantially simultaneously with the initial funding under the Senior Credit Facility on the Closing Date, each of the Arc Equity Contribution and the GE Equity Contribution shall have been made.
	•	The Acquisition shall have been consummated, or substantially simultaneously with the initial funding under the Senior Credit Facility on the Closing Date shall be consummated in all material respects in accordance with the terms of the Purchase Agreement, after giving effect to any modifications, amendments, consents or waivers thereto, other than those modifications, amendments, consents or waivers that are materially adverse to the Lenders, the Administrative Agent or the Lead Arranger in their capacities as such, unless consented to in writing by the Lead Arranger; provided that any reduction in the purchase price of, or consideration for, the Acquisition by no more than 10% shall be deemed not to be materially adverse to the Lenders so long as 60% of such reduction (such percentage of such reduction, the “Pro Rata Purchase Price Reduction”) is applied on a dollar-for-dollar basis to reduce the aggregate amount of the commitments in respect of the Senior Credit Facility to be funded on the Closing Date.
Conditions to All Credit Extensions:	Same as in the Existing Credit Agreement; provided that the only conditions to the availability of the Senior Credit Facility on the Closing Date shall be those set forth above under the heading “Conditions to Closing” and Section C of the commitment letter to which this Term Sheet is attached.
Representations and Warranties:	Same as in the Existing Credit Agreement (subject to the Documentation Principles).
Covenants:	Same as in the Existing Credit Agreement, except for the modifications set forth below:
	(a) Negative Covenants – Same as in the Existing Credit Agreement; provided that (i) the consummation of the Transactions shall be permitted; (ii) the Acquired Business and the Buyer shall not incur any indebtedness or any liens, other than (x) a $5,000,000 basket for indebtedness that may be secured and (y) other exceptions to be mutually agreed by the Borrower and the Administrative Agent; (iii) the Senior Credit Facility shall provide for a $30,000,000 basket for investments in the Buyer; and (iv) updates to the schedules to the Existing Credit Facility shall be made to permit any indebtedness assumed in connection with the Acquisition.

	(b) Financial Covenants – Same as in the Existing Credit Agreement; provided that the definition of “Pro Forma Adjusted EBITDA” shall (x) set forth certain amounts to be agreed as deemed distributions from the Acquired Business prior to the Closing Date and (y) allow for the add-back of fees, costs and expenses associated with the Transactions.
Events of Default:	Same as in the Existing Credit Agreement.
Participations and Assignments:	Same as in the Existing Credit Agreement.
Waivers and Amendments:	Same as in the Existing Credit Agreement.
Defaulting Lenders:	Same as in the Existing Credit Agreement.
Indemnification:	Same as in the Existing Credit Agreement.
Governing Law:	State of New York.
Counsel to the Administrative Agent:	King & Spalding LLP.
Miscellaneous:	Same as in the Existing Credit Agreement.

ADDENDUM I

PRICING, FEES AND EXPENSES

Capitalized terms not otherwise defined herein have the meaning set forth in

the Summary of Principal Terms and Conditions to which this Addendum is attached.

Interest Rates:	The interest rates per annum applicable to the Senior Credit Facility (other than with respect to Swingline Loans) will be, at the option of the Borrower, (i) LIBOR plus the Applicable Margin (as defined below) or (ii) the Base Rate plus the Applicable Margin.
	“LIBOR” definition to be the same as in the Existing Credit Agreement.
	“Base Rate” definition to be the same as in the Existing Credit Agreement.
	“Applicable Margin” means a percentage per annum to be determined in accordance with the pricing grid set forth below, based on the Total Leverage Ratio; provided that the Applicable Margin indicated by Level I shall be in effect from the Closing Date through the date of delivery of the Borrower’s financial statements and compliance certificate for the first full fiscal quarter ending after the Closing Date.

Level	Total Leverage Ratio	LIBOR Loans			Base Rate Loans			Commitment Fee
I	³ 4.00:1.00		3.00	%		2.00	%		0.50	%
II	³ 3.50:1.00 but < 4.00:1.00		2.75	%		1.75	%		0.50	%
III	³ 3.00:1.00 but < 3.50:1.00		2.50	%		1.50	%		0.50	%
IV	³ 2.00:1.00 but < 3.00:1.00		2.25	%		1.25	%		0.375	%
VI	< 2.00:1.00		2.00	%		1.00	%		0.375	%

	Each Swingline Loan shall bear interest at the Base Rate plus the Applicable Margin for Base Rate loans under the Senior Credit Facility.
	Interest for LIBOR loans shall be payable at the end of the selected interest period but no less frequently than quarterly. Interest for Base Rate loans and Swingline Loans shall be payable quarterly in arrears.
Default Interest:	Same as in the Existing Credit Agreement.
Commitment Fee:	A commitment fee shall be payable by the Borrower quarterly in arrears on the average daily unused portion of the Senior Credit Facility, in an amount equal to the percentage designated in the pricing grid set forth

	above for Commitment Fees; provided that the Commitment Fee percentage indicated by Level I shall be in effect from the Closing Date through the date of delivery of the Borrower’s financial statements and compliance certificate for the first full fiscal quarter ending after the Closing Date. Outstanding letters of credit under the Senior Credit Facility will be deemed usage of the Senior Credit Facility, but Swingline Loans shall not be deemed usage of the Senior Credit Facility.
Letter of Credit Fee:	Letter of credit fees shall be payable quarterly in arrears at a rate equal to the Applicable Margin for LIBOR loans under the Senior Credit Facility on the average outstanding Letters of Credit, ratably to the Lenders in accordance with their participation in the respective letters of credit. In addition, a facing fee of 0.175% and other customary administrative charges shall be paid to the Issuing Bank for its own account. In each case, fees shall be calculated on the aggregate stated amount of the Letters of Credit for the duration thereof.
Calculation of Interest and Fees:	Same as in the Existing Credit Agreement.
Cost and Yield Protection:	Same as in the Existing Credit Agreement.
Expenses:	Same as in the Existing Credit Agreement.

Exhibit D

Limited Liability Company Agreement Term Sheet

[Attached]

Summary of Limited Liability Company Agreement

Manager Managed	•	Buyer shall be managed by Arc, provided that certain actions relating to Buyer shall require the unanimous consent of the members (each, a “Member” and, collectively, the “Members”) of Buyer (as hereinafter described in the “Member Approvals” section).
	•	The Members shall be (i) Arc, or a wholly-owned subsidiary thereof, and (ii) GE, or a wholly-owned subsidiary thereof.
	•	Arc shall (i) meet with GE (in person at Arc’s offices or by teleconference) from time to time upon the reasonable request of GE (it being agreed that quarterly or monthly meetings, or meetings at such other intervals as the circumstances may warrant based on then occurring changes in the business or business plans of Buyer and its subsidiaries, are deemed by Arc to be reasonable) to discuss the business and affairs (including financial condition and present or future operations) of Buyer and its subsidiaries, and (ii) provide to GE copies of such documents, agreements, data and information relating to the business and affairs of Buyer and its subsidiaries (including copies of customer agreements, business plans and projected financial information) as GE shall from time to time reasonably request, subject to such conditions of confidentiality as shall be reasonably necessary or appropriate as the circumstances shall warrant.
Member Approvals	•	All of the following actions relating to Buyer and, where applicable, its subsidiaries, shall require the unanimous consent of the Members:
		•	any action to amend the organizational documents of Buyer in a manner that is materially adverse to GE;
		•	the liquidation or winding up of Buyer, or filing by Buyer of any petition in bankruptcy;
		•	arrangements with affiliates unless the arrangement is immaterial and on arm’s length terms;
		•	change’s to the Buyer’s classification for tax purposes and/or material changes in the Buyer’s accounting or tax policies;
		•	removal of the Manager (as defined below) or any termination, amendment or waiver pursuant to the terms of the Management Services Agreement;
		•	the sale or merger of Buyer or a subsidiary thereof or a sale by Buyer of any material asset(s) or a sale by any of Buyer’s subsidiaries of any material asset(s) that could reasonably be expected to materially change the business of Buyer or its subsidiaries, respectively;
		•	the acquisition by Buyer or any subsidiary thereof of any entity, division or line of business owned by any third party, or the acquisition of a material asset by Buyer or any subsidiary thereof;
		•	entering into a new line of business;
		•	create, issue, reduce, or modify any class or series of capital stock, units or shares of Buyer, including making any capital calls;
		•	changing Buyer’s cash distribution policy; provided that all available cash (net of reserves established by the Manager) shall be distributed to the members each quarter;
		•	incurrence of indebtedness if, after giving effect to such incurrence, greater than $5,000,000 of indebtedness shall then be outstanding in the aggregate and/or the incurrence of material liens on the Acquired Companies’ assets (other than liens to secure permitted indebtedness);

		•	any new contract where the total annual revenue is reasonably expected to be in excess of $5,000,000 per year or the aggregate revenue is in excess of $15,000,000 in total;
		•	any unbudgeted operating or maintenance expense if, after incurring such expense, all such unbudgeted operating and maintenance expenses shall exceed $250,000 in the aggregate annually unless otherwise previously approved or contained in the approved budget; provided that any unbudgeted operating or maintenance expense (i) required or permitted pursuant to the Management Services Agreement referred to below (such as to meet emergency environmental, health or safety requirements) or (ii) for unexpected or emergency operational purposes if the Manager believes in good faith that it is reasonably likely that the Buyer or a subsidiary thereof would not be capable, in the absence of such expenditure, of satisfying the requirements (including, without limitation, the minimum (daily or otherwise) unloading, loading, delivery or storage performance standards) under any “authorized customer contract” to which the Buyer or such subsidiary is a party in accordance with the terms thereof; for purposes hereof, “authorized customer contract” means any customer contract (x) approved by unanimous consent of the Members, or (y) that did not require the approval of the Members by unanimous consent;
		•	any growth capex in excess of $250,000 per project or $500,000 in total for any year (except for projects that have been approved as part of the annual budget);
		•	changes in the environmental insurance program or settling of material environmental claims with third parties or governmental authorities;
		•	appointment or replacement of Buyer’s auditors (provided the initial auditors shall be Arc’s current auditors), except in the case of a change in Arc’s auditors, in which case the Buyer’s auditors shall be the same as Arc’s auditors;
		•	any material changes to the insurance coverage agreed to be provided by the Manager to the Buyer pursuant to the Management Services Agreement referred to below or the settling of any material claims thereunder (to the extent any such claim relates to the Buyer or its subsidiaries or any of the assets or properties of any thereof); and
		•	initiating any litigation, arbitration or any other legal (including administrative) proceeding, or waiving or settling any material litigation, arbitration or other legal (including administrative) proceeding.
	•	Manager will submit to the Members an annual budget to be approved prior to the beginning of the fiscal year. The budget will include, without limitation, forecasted revenue, expenses (including estimated allocations from the Manager), maintenance capex, growth capex, and distributions. If the Members shall fail to adopt a budget for any fiscal year, the prior year’s budget shall remain in effect only as to (i) ordinary recurring items, provided that each line item thereof shall be deemed to have been increased by 5%, and (ii) any growth capex that was previously approved by the Members, in which case the line item therefor shall be the amount as previously approved by the Members when it approved such growth capex.
Management Services	•	At the Closing, Buyer will enter into a customary Management Services Agreement with Arc GP and/or Arc Terminal Holdings LLC or a respective subsidiary thereof (the “Manager”), pursuant to which the Manager will manage the day-to-day business activities of the Buyer and the Acquired Companies. Buyer shall pay to Manager a management fee of $500,000 per year plus $0.05/bbl above 9.1 million barrels per year, and, in addition to the monthly fee, will reimburse the Manager for all of its reasonable out-of-pocket third party costs and expenses and an allocated portion of Manager’s reasonable overhead and reasonable G&A costs (in each case as evidenced by reasonable documentation) not to collectively exceed $30,000 per month or, with respect to the first 12 months

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		following the closing, $60,000 per month (except as otherwise approved in connection with the annual budget). The foregoing management fees shall be subject to a customary annual upwards adjustment in accordance with changes in the CPI.
	•	GE will have the right to remove the Manager for breach of the MSA, fraud, gross negligence or willful misconduct or breach by ARC of the LLC Agreement or related agreements.
	•	Buyer shall reimburse GE for its reasonable overhead (as evidenced by reasonable documentation) in connection with services provided by GE to the Buyer in an amount not to exceed $20,000 per month.
	•	Manager shall provide the following to ARC and GE:
		•	unaudited quarterly financial statements within 50 days after the end of the each quarter and audited annual financials within 80 days after the end of the fiscal year;
		•	at Buyer’s expense, all other information and data with respect to Buyer and each of its subsidiaries as from time to time may be reasonably requested by any such Investor without creating an undue burden on Buyer
		•	monthly reports containing key operating and financial metrics and variance to approved budget within 10 days after the end of such month (or (i) within 25 days after the end of such month, if such month is a quarter-ending month of Arc, and (ii) within 30 days after the end of such month, if such month is a year-ending month of Arc).
Preemptive Rights	•	In the event Buyer seeks to raise additional equity capital (which shall require the unanimous consent of the Members), each of the parties will have the right to participate, on a pro rata basis, based on their then fully-diluted ownership of Buyer
Transfer Restrictions	•	Following the Closing, no transfer of equity interests in Buyer will be permitted by Arc without the prior consent of GE. In all cases, the transfer by GE of its equity interests in Buyer must be subject to compliance with the ROFO described below.
	•	If and to the extent GE has a regulatory issue, meaning any set of facts or circumstances in which the ownership by GE of the acquired interest gives rise to a material violation of applicable law that is not capable of being cured within a reasonable period of time without undue harm or further liability to GE as a result of such violation, or gives rise to a reasonable belief by GE (based upon advice of counsel having requisite experience in such matters) that such violation will arise, or gives rise to a requirement under applicable law, including banking regulations and applicable securities laws, that such acquired interests be transferred to a third party, then GE shall be permitted to transfer the ownership interest to an unaffiliated transferee (other than a transferee that is a “material competitor” or “material customer” (in each case as defined in the LLC Agreement) of ARC or a subsidiary thereof, unless ARC shall have otherwise consented).
ROFO	•	Limited Liability Company Agreement will contain customary rights of first offer with respect to any sale or transfer of equity interests in Buyer by GE (other than sales or transfers by either GE to its respective affiliates). Agreement will also address indirect transfers (i.e. transfers to affiliates with subsequent change of control).
	•	GE will notify Arc of its intent to sell. Arc will have the right to provide a price within 30-days, after which GE will have 30 days to accept or reject; if GE rejects, GE will have 180-days to sell to a third-party at a higher price (other than to a third party that is a “material competitor” or “material customer” (in each case as defined in the LLC Agreement) of ARC or a subsidiary thereof, unless ARC shall have otherwise consented).

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Regulatory Compliance; Certain Duties	•	GE reserves the right to share financial information with governmental authorities without regard to confidentiality restrictions.
	•	The LLC Agreement will contain a waiver of fiduciary duties and corporate opportunities for GE and Arc when acting in their capacities as members.
Tax Matters	•	Buyer shall be treated as a partnership for U. S. federal income tax purposes (and applicable state and local tax jurisdictions that follow the treatment of Buyer as a partnership).
	•	Buyer shall maintain capital accounts in compliance with Treas. Reg. § 1.704-1(b). Liquidating distributions shall be made (after paying off creditors) in accordance with the distribution waterfall (i.e., 40% and 60% for GE and Arc, respectively).
	•	After giving effect to certain special allocations, net profits and net losses generally shall be allocated, for all tax purposes including the calculation of capital accounts of the members, in accordance with the distribution waterfall (i.e. 40% and 60% for GE and ARC, respectively). Loss allocations shall be limited to the extent they would cause a member to have a capital account deficit. Certain special allocations may be required, inter alia, if a member has a capital account deficit.
	•	Arc shall be the tax matters partner.

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EX-10.4

Exhibit 10.4

Execution Version

UNIT PURCHASE AGREEMENT

BY AND AMONG

ARC LOGISTICS PARTNERS LP

AND

THE PURCHASERS NAMED HEREIN

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS
Section 1.1	Definitions	1
ARTICLE II
SALE AND PURCHASE
Section 2.1	Sale and Purchase	6
Section 2.2	Closing	6
Section 2.3	Conditions to the Closing	6
Section 2.4	Arc Logistics Deliveries	8
Section 2.5	Purchaser Deliveries	9
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP
Section 3.1	Existence	9
Section 3.2	Capitalization and Valid Issuance of Purchased Units	10
Section 3.3	No Preemptive Rights or Registration Rights	10
Section 3.4	Partnership Subsidiaries	11
Section 3.5	Authority	11
Section 3.6	Due Authorization	11
Section 3.7	JBBR Purchase Agreement	12
Section 3.8	Insurance	12
Section 3.9	No Default	12
Section 3.10	No Conflict	12
Section 3.11	Compliance with Laws	13
Section 3.12	Approvals	13
Section 3.13	No Material Adverse Effect	13
Section 3.14	Arc Logistics SEC Documents	13
Section 3.15	Independent Accounting Firm	14
Section 3.16	Litigation	14
Section 3.17	Internal Accounting Controls	14
Section 3.18	MLP Status	14
Section 3.19	Investment Company Status	14
Section 3.20	No Registration Required	14
Section 3.21	Certain Fees	15
Section 3.22	No Side Agreements	15
Section 3.23	Form S-3 Eligibility	15
Section 3.24	No Integration	15

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER
Section 4.1	Existence	15
Section 4.2	Authority	15
Section 4.3	Due Authorization	15
Section 4.4	No Conflicts	16
Section 4.5	Certain Fees	16
Section 4.6	No Side Agreements	16
Section 4.7	Investment	16
Section 4.8	Nature of Purchaser	17
Section 4.9	Receipt of Information	17
Section 4.10	Restricted Securities	17
Section 4.11	Legend	17
Section 4.12	Short Selling	18
ARTICLE V
COVENANTS
Section 5.1	Taking of Necessary Action	18
Section 5.2	Disclosure; Interim Public Filings	18
Section 5.3	Use of Proceeds	18
Section 5.4	Certain Special Allocations of Book and Taxable Income	19
Section 5.5	Expenses	19
Section 5.6	Lock-Up Period	19
Section 5.7	Amendment of the Terminal Services Agreement and TSA Amendment	20
ARTICLE VI
INDEMNIFICATION, COSTS AND EXPENSES
Section 6.1	Indemnification by the Partnership	20
Section 6.2	Indemnification by Purchasers	21
Section 6.3	Indemnification Procedure	21
ARTICLE VII
MISCELLANEOUS
Section 7.1	Interpretation of Provisions	22
Section 7.2	Survival of Provisions	23
Section 7.3	No Waiver; Modifications in Writing	23
Section 7.4	Binding Effect; Assignment	23
Section 7.5	Confidentiality and Non-Disclosure	24
Section 7.6	Communications	24
Section 7.7	Removal of Legend	24
Section 7.8	Entire Agreement	25

ii

Section 7.9	Governing Law	25
Section 7.10	Execution in Counterparts	25
Section 7.11	Termination	25
Section 7.12	Recapitalization, Exchanges, etc. Affecting the Purchased Units	26

Schedule A — List of Purchasers and Commitment Amounts

Schedule 7.6 —          Notice and Contact Information

Exhibit A —	Form of Legal Opinion
Exhibit B —	Form of Registration Rights Agreement
Exhibit C —	Arc Logistics Officers’ Certificate
Exhibit D —	Purchaser Officer’s Certificate

iii

UNIT PURCHASE AGREEMENT

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”).

WHEREAS, contemporaneous with the execution of this Agreement, Arc Terminals Joliet Holdings LLC, a Delaware limited liability company, (“JBBR Buyer”) is entering into a membership interest purchase agreement (the “JBBR Purchase Agreement”) to acquire from CenterPoint Properties Trust, a Maryland real estate investment trust (the “JBBR Acquisition”), all of the issued and outstanding membership interests of Joliet Bulk, Barge & Rail LLC, a Delaware limited liability company (“JBBR”), upon the terms and conditions and for the consideration set forth in the JBBR Purchase Agreement;

WHEREAS, contemporaneously with the consummation of the transactions contemplated by the JBBR Purchase Agreement, each of the Partnership and GE will own a 60% and 40% membership interest, respectively, in JBBR Buyer; and each of the Partnership and GE have agreed to provide its respective portion of the cash necessary for JBBR Buyer to fund the JBBR Acquisition;

WHEREAS, the Partnership desires to partially finance its respective portion of the cash necessary for JBBR Buyer to fund the JBBR Acquisition through the issuance and sale of certain common units representing limited partner interests in the Partnership (“Common Units”) to the Purchasers, and the Purchasers desire to purchase certain Common Units from the Partnership, each in accordance with the provisions of this Agreement;

WHEREAS, the Partnership and the Purchasers will contemporaneously with the Closing enter into a registration rights agreement (the “Registration Rights Agreement”), substantially in the form attached hereto as Exhibit B, pursuant to which the Partnership will provide the Purchasers with certain registration rights with respect to the Common Units acquired pursuant to this Agreement; and

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partnership and each of the Purchasers, severally and not jointly, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

“Affiliate” means, with respect to a specified Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” shall have the meaning specified in the introductory paragraph.

“Arc Logistics” shall have the meaning specified in the introductory paragraph.

“Arc Logistics Credit Facility” means, the Second Amended and Restated Revolving Credit Agreement, dated November 12, 2013, by and among the Partnership, Arc Logistics LLC, Arc Terminals Holdings LLC, as Borrower, the Lenders thereto and SunTrust Bank, as Administrative Agent, as amended by that certain First Amendment to the Second Amended and Restated Revolving Credit Agreement and Amended and Restated Guaranty and Security Agreement, dated as of January 21, 2014.

“Board of Directors” means the board of directors of the General Partner.

“Business Day” means a day other than (a) a Saturday or Sunday or (b) any day on which banks located in New York, New York are authorized or obligated to close.

“Closing” shall have the meaning specified in Section 2.2.

“Closing Date” shall have the meaning specified in Section 2.2.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Commission” means the United States Securities and Exchange Commission.

“Commitment Amount” means, with respect to a particular Purchaser, the amount set forth opposite such Purchaser’s name under the column titled “Commitment Amount” set forth on Schedule A hereto.

“Commitment Fee” means a fee to be paid in cash by the Partnership on the termination of this Agreement in accordance with Section 7.11 to each Purchaser equal to 1.0% of each Purchaser’s respective Commitment Amount.

“Common Unit Price” means $17.00 per unit, as adjusted in accordance with Section 2.1(b).

“Common Units” shall have the meaning specified in the recitals.

“Delaware LLC Act” means the Delaware Limited Liability Company Act.

“Delaware LP Act” means the Delaware Revised Uniform Limited Partnership Act.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Form 8-K Filing” shall have the meaning specified in Section 5.2.

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“GAAP” means generally accepted accounting principles in the United States of America in effect from time to time.

“GE” means GE Energy Financial Services, Inc. or an affiliate thereof.

“General Partner” means Arc Logistics GP LLC, a Delaware limited liability company and the general partner of Arc Logistics.

“Governmental Authority” means, with respect to a particular Person, the country, state, county, city and political subdivisions in which such Person or such Person’s Property is located or that exercises valid jurisdiction over any such Person or such Person’s Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authorities that exercise valid jurisdiction over any such Person or such Person’s Property. Unless otherwise specified, all references to Governmental Authority herein shall mean a Governmental Authority having jurisdiction over, where applicable, the Partnership and the Partnership Subsidiaries or any of their Property or any of the Purchasers.

“GP Interest” shall have the meaning specified in Section 3.2.

“Incentive Distribution Rights” shall have the meaning specified in the Partnership Agreement.

“Indemnified Party” shall have the meaning specified in Section 6.3.

“Indemnifying Party” shall have the meaning specified in Section 6.3.

“Interim Investors Agreement” means the Interim Agreement, dated as of the date hereof, entered into by and among JBBR Buyer, the Partnership and GE in connection with the transactions contemplated by the JBBR Purchase Agreement.

“JBBR” shall have the meaning specified in the recitals.

“JBBR Acquisition” shall have the meaning specified in the recitals.

“JBBR Buyer” shall have the meaning specified in the recitals.

“JBBR Purchase Agreement” shall have the meaning specified in the recitals.

“Law” means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation.

“Lien” means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes.

3

“Lightfoot Registration Rights Agreement” means the Registration Rights Agreement, dated as of November 12, 2013, by and between the Partnership and Lightfoot Capital Partners, LP, a Delaware limited partnership.

“NYSE” means The New York Stock Exchange, Inc.

“Operative Documents” means, collectively, this Agreement, the Registration Rights Agreement and any amendments, supplements, continuations or modifications thereto.

“Outstanding” shall have the meaning specified in the Partnership Agreement.

“Partnership” shall have the meaning specified in the introductory paragraph.

“Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of November 12, 2013.

“Partnership Entities” and each a “Partnership Entity” means the General Partner, the Partnership and each of the Partnership Subsidiaries.

“Partnership Financial Statements” shall have the meaning specified in Section 3.6.

“Partnership Material Adverse Effect” means any material adverse effect on (a) the condition (financial or otherwise), prospects, earnings, business or properties of the Partnership Entities, taken as a whole, whether or not arising from transactions in the ordinary course of business or (b) the ability of the Partnership to perform its obligation under the Operative Documents.

“Partnership Related Parties” shall have the meaning specified in Section 6.2.

“Partnership SEC Documents” shall have the meaning specified in Section 3.14.

“Partnership Subsidiaries” and each a “Partnership Subsidiary” means Arc Logistics LLC, Arc Terminals Holdings LLC, Arc Terminals New York Holdings, LLC, Arc Terminals Mobile Holdings, LLC, Blakely Logistics, LLC, Arc Terminals Mississippi Holdings LLC and JBBR Buyer.

“Party” or “Parties” means the Partnership and the Purchasers, individually or collectively, as the case may be.

“Person” means any individual, corporation, company, voluntary association, partnership, trust, limited liability company, unincorporated organization or government or any agency, instrumentality or political subdivision thereof, or any other form of entity.

“Per Unit Capital Amount” shall have the meaning specified in the Partnership Agreement.

“Placement Agent” means Barclays Capital Inc. and SunTrust Robinson Humphrey, Inc.

4

“Placement Agent Fees” means the fees that the Partnership is obligated to pay to the Placement Agent upon the closing of the transactions contemplated by this Agreement.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“Purchased Units” means, with respect to a particular Purchaser, the number of Common Units equal to the aggregate Commitment Amount set forth opposite such Purchaser’s name under the column titled “Commitment Amount” set forth on Schedule A hereto divided by the Common Unit Price.

“Purchaser” and “Purchasers” shall have the meaning specified in the introductory paragraph.

“Purchaser Material Adverse Effect” means any material adverse effect on (a) the ability of a Purchaser to meet its obligations under this Agreement or the Registration Rights Agreement on a timely basis or (b) the ability of a Purchaser to consummate the transactions under this Agreement or the Registration Rights Agreement.

“Purchaser Related Parties” shall have the meaning specified in Section 6.1.

“Registration Rights Agreement” means the Registration Rights Agreement, substantially in the form attached to this Agreement as Exhibit B, to be entered into at the Closing, among the Partnership and the Purchasers.

“Representatives” of any Person means the officers, managers, directors, employees, agents and other representatives of such Person.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Short Sales” means, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and forward sale contracts, options, puts, calls, short sales, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements, and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

“Subsidiary” has the meaning set forth in Rule 405 of the rules and regulations promulgated under the Securities Act. For the avoidance of doubt, the entities to be acquired, directly or indirectly, by JBBR Buyer pursuant to the JBBR Purchase Agreement shall not be deemed to be Subsidiaries of the Partnership for purposes of this Agreement.

“Subordinated Units” shall have the meaning specified in the Partnership Agreement.

“SunTrust Bank Commitment Letter” means that letter agreement, including the annexes attached thereto, dated February 18, 2015 among SunTrust Bank and SunTrust Robinson Humphrey, Inc. and Arc Terminals Holdings LLC relating to the Partnership’s financing, in part, of the JBBR Acquisition.

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“Unrealized Gain” shall have the meaning specified in the Partnership Agreement.

“Walled Off Person” shall have the meaning specified in Section 4.12.

ARTICLE II

SALE AND PURCHASE

Section 2.1 Sale and Purchase.

(a) Subject to the terms and conditions of this Agreement, at the Closing, the Partnership hereby agrees to issue and sell to each Purchaser, and each Purchaser hereby agrees, severally and not jointly, to purchase from the Partnership, its respective Purchased Units, and each Purchaser agrees, severally and not jointly, to pay the Partnership the Common Unit Price for each Purchased Unit, in each case as set forth in Section 2.1(b). The respective obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement. Except as otherwise provided herein, the failure or waiver of performance under this Agreement by any Purchaser, or on its behalf, does not excuse performance by any other Purchaser or by the Partnership with respect to the other Purchasers. Nothing contained herein and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Except as otherwise provided in this Agreement or in the Registration Rights Agreement, each Purchaser shall be entitled to independently protect and enforce its rights, including the rights arising out of this Agreement or out of the Registration Rights Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. It is expressly understood and agreed that each provision contained in this Agreement is between the Partnership and a Purchaser, solely, and not between the Partnership and the Purchasers collectively and not between and among the Purchasers.

(b) If the Closing Date is after the record date for the distribution to the Partnership’s holders of Common Units with respect to the quarter ending March 31, 2015, the Common Unit Price shall be reduced by an amount equal to such per unit distribution and the number of Common Units to be issued to each Purchaser shall be adjusted accordingly and Schedule A shall be updated.

Section 2.2 Closing. Subject to the terms and conditions hereof, the consummation of the purchase and sale of the Purchased Units hereunder (the “Closing”) shall take place at the offices of Vinson & Elkins L.L.P., 666 Fifth Avenue, 26^th Floor, New York, New York 10103 and concurrently with the closing of the JBBR Acquisition (the date of such closing, the “Closing Date”).

Section 2.3 Conditions to the Closing.

(a) Mutual Condition. The respective obligations of each Party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or

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prior to the Closing Date of the condition (which condition may be waived by a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law) that no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement or makes the transactions contemplated by this Agreement illegal.

(b) Each Purchaser’s Conditions. The respective obligation of each Purchaser to consummate the purchase of its Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Purchaser on behalf of itself in writing with respect to its Purchased Units, in whole or in part, to the extent permitted by applicable Law):

(i) the Partnership shall have performed and complied with the covenants and agreements contained in this Agreement in all material respects that are required to be performed and complied with by the Partnership on or prior to the Closing Date;

(ii) the representations and warranties of the Partnership contained in this Agreement that are qualified by materiality or Partnership Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties of the Partnership shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only, it being expressly understood and agreed that representations and warranties made “As of the date hereof” or “As of the date of this Agreement” or a similar phrase are made as of February 19, 2015, and will not be required to be true and correct as of the Closing Date);

(iii) the Partnership shall have submitted to the NYSE a Supplemental Listing Application with respect to the Purchased Units, and no notice of delisting from the NYSE shall have been received by the Partnership with respect to the Common Units;

(iv) the Partnership shall have delivered, or caused to be delivered, to the Purchasers at the Closing the Partnership’s closing deliveries described in Section 2.4 of this Agreement;

(v) concurrently with the Closing, the closing of the JBBR Acquisition shall occur in all material respects in accordance with the terms of the JBBR Purchase Agreement, after giving effect to any modifications, amendments, consents or waivers thereto other than those modifications, amendments, consents or waivers that are materially adverse to, in the case of such Purchaser, the interests of such Purchaser in its capacity as a holder of the Purchased Units to be purchased by it hereunder unless consented to in writing by such Purchaser; provided that any reduction in the purchase price of, or consideration for, the JBBR Acquisition by no more than 10% shall be deemed not to be materially adverse to such Purchaser so long as 60% of such reduction is applied on a dollar-for-dollar basis to reduce the aggregate amount of the commitments in respect of the senior credit facility to be funded by the lenders under the SunTrust Bank Commitment Letter; and

(vi) concurrently with the Closing, the lenders under, and pursuant to, the SunTrust Bank Commitment Letter have funded the senior credit facility in all material respects in accordance with the SunTrust Bank Commitment Letter.

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(c) Arc Logistics’s Conditions. The obligation of the Partnership to consummate the issuance and sale of the Purchased Units to each of the Purchasers shall be subject to the satisfaction on or prior to the Closing Date of the following conditions with respect to each Purchaser individually and not the Purchasers jointly (any or all of which may be waived by the Partnership in writing, in whole or in part, to the extent permitted by applicable Law):

(i) each Purchaser shall have performed and complied with the covenants and agreements contained in this Agreement in all material respects that are required to be performed and complied with by that Purchaser on or prior to the Closing Date;

(ii) the representations and warranties of each Purchaser contained in this Agreement that are qualified by materiality or Purchaser Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties of each Purchaser shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only it being expressly understood and agreed that representations and warranties made “As of the date hereof” or “As of the date of this Agreement” or a similar phrase are made as of February 19, 2015, and will not be required to be true and correct as of the Closing Date);

(iii) each Purchaser shall have delivered, or caused to be delivered, to the Partnership at the Closing such Purchaser’s closing deliveries described in Section 2.5 of this Agreement; and

(iv) the closing of the JBBR Acquisition shall occur concurrently with the Closing.

Section 2.4 Arc Logistics Deliveries. At the Closing, subject to the terms and conditions of this Agreement, the Partnership will deliver, or cause to be delivered, to each Purchaser:

(a) evidence of the Purchased Units credited to book-entry accounts maintained by the transfer agent, bearing the legend or restrictive notation set forth in Section 4.11, all free and clear of any Liens, encumbrances or interests of any other party, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws;

(b) opinion or opinions addressed to the Purchasers from Vinson & Elkins L.L.P. as outside legal counsel to the Partnership and/or from the General Counsel of the General Partner dated the Closing Date, substantially similar in substance to the form of opinion attached to this Agreement as Exhibit A;

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(c) the Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit B, which shall have been duly executed by the Partnership;

(d) the Officer’s Certificate substantially in the form attached to this Agreement as Exhibit C;

(e) a certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to (1) the Certificate of Limited Partnership of the Partnership and the Partnership Agreement, (2) board resolutions authorizing the execution and delivery of the Operative Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Units and (3) its incumbent officers authorized to execute the Operative Documents, setting forth the name and title and bearing the signatures of such officers;

(f) a certificate dated as of a recent date of the Secretary of State of the State of Delaware with respect to the due organization and good standing in the State of Delaware of the Partnership; and

(g) a cross-receipt, dated the Closing Date, executed by the Partnership and delivered to each Purchaser to the effect that the Partnership has received the Commitment Amount with respect to the Purchased Units issued and sold to such Purchaser.

Section 2.5 Purchaser Deliveries. At the Closing, subject to the terms and conditions of this Agreement, each Purchaser will deliver, or cause to be delivered, to the Partnership against delivery of its Purchased Units:

(a) payment to the Partnership of the Commitment Amount set forth opposite such Purchaser’s name under the column titled “Commitment Amount” on Schedule A hereto by wire transfer of immediately available funds to an account designated by the Partnership in writing at least two (2) Business Days (or such shorter period as shall be agreeable to all Parties hereto) prior to the Closing;

(b) the Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit B, which shall have been duly executed by such Purchaser; and

(c) an Officer’s Certificate substantially in the form attached to this Agreement as Exhibit D.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP

The Partnership represents and warrants to each of the Purchasers as follows:

Section 3.1 Existence. Each of the Partnership Entities has been duly formed and is validly existing as a limited partnership or limited liability company, as applicable, in good standing under the Laws of the jurisdiction in which it was formed or organized with full power and authority to own or lease and to operate its properties owned or leased and to conduct the

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business in which it is engaged, in each case, with respect to the Partnership Entities other than JBBR Buyer, in all material respects as described in the Partnership SEC Documents. Each of the Partnership Entities is duly registered or qualified to transact business as a foreign entity, as applicable, and is in good standing under the laws of each jurisdiction which requires such registration or qualification, except where the failure to be so registered or qualified would not reasonably be expected to have a Partnership Material Adverse Effect.

Section 3.2 Capitalization and Valid Issuance of Purchased Units.

(a) On the Closing Date, the Purchased Units shall have those rights, preferences, privileges and restrictions governing the Common Units as set forth in the Partnership Agreement.

(b) The General Partner is the sole general partner of the Partnership and owns a non-economic general partner interest in the Partnership (the “GP Interest”); such GP Interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and the General Partner owns such GP Interest free and clear of all Liens.

(c) As of the date hereof, the issued and outstanding limited partner interests of the Partnership consist of 6,867,950 Common Units, 6,081,081 Subordinated Units and the Incentive Distribution Rights. All outstanding Common Units and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required by applicable Law and the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).

(d) The Purchased Units to be issued and sold by the Partnership to each Purchaser hereunder, and the limited partner interests represented thereby, have been, or prior to the Closing Date will be, duly authorized by the Partnership pursuant to the Partnership Agreement and, when issued and delivered to such Purchaser against payment therefor in accordance with the terms of this Agreement, will be validly issued in accordance with the Partnership Agreement, fully paid (to the extent required by applicable Law and the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).

(e) The Common Units are listed on the NYSE, and the Partnership has not received any notice of delisting. The issuance and sale of the Purchased Units will not contravene NYSE rules and regulations.

Section 3.3 No Preemptive Rights or Registration Rights.

(a) There are no preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any Common Units or other limited partnership or membership interests of the Partnership or any of the Partnership Subsidiaries, in each case pursuant to any other agreement or instrument to which any of such Persons is a party or by which any one of them may be bound, except (a) as set forth in the Partnership Agreement or in the partnership agreement, limited liability company agreement, certificate of limited partnership, certificate of formation, conversion or other constituent document, as applicable, of

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the Partnership Subsidiaries, (b) as provided in the Operative Documents (including Section 5.6 hereof) or in the Arc Logistics Credit Facility, (c) for awards issued under the Arc Logistics GP LLC Long-Term Incentive Plan or (d) in the case of JBBR Buyer, for the right of GE to subscribe for 40% of the equity interests in, and the voting and transfer restrictions and preemptive rights applicable to each member’s membership interests in, JBBR Buyer pursuant to or as contemplated by the Interim Investors Agreement.

(b) Neither the execution of this Agreement, nor the issuance of the Purchased Units as contemplated by this Agreement, gives rise to any rights for or relating to the registration of any securities of the Partnership, other than pursuant to the Registration Rights Agreement or the Lightfoot Registration Rights Agreement. There are no other rights for or relating to the registration of any securities of the Partnership outstanding, other than the registration rights granted pursuant to the Registration Rights Agreement and the Lightfoot Registration Rights Agreement or the registration rights granted in connection with the Common Units issued in accordance with Section 5.6.

Section 3.4 Partnership Subsidiaries.

As of the date hereof, all of the issued and outstanding equity interests of each of the Partnership Subsidiaries are owned, directly or indirectly, by the Partnership; such equity interests have been duly authorized and validly issued in accordance with partnership agreement, limited liability company agreement, certificate of limited partnership, certificate of formation, conversion or other constituent document, as applicable (collectively, the “Organizational Documents”) of each of the Partnership Subsidiaries and are fully paid (to the extent required by applicable Law or in the Organizational Documents of the Partnership Subsidiaries, as applicable) and nonassessable (except as nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act and Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act); and such equity interests are owned free and clear of all Liens except (i) as provided for in the Arc Logistics Credit Facility or the Organizational Documents of the Partnership Subsidiaries, as applicable, and (ii) in the case of JBBR Buyer as of the Closing Date, forty percent (40%) of the equity interests therein shall be owned by GE.

Section 3.5 Authority. As of the date hereof, the Partnership has all requisite power and authority to execute and deliver this Agreement and perform its respective obligations hereunder and to issue, sell and deliver the Purchased Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement. On the Closing Date, all general and limited partnership action, as the case may be, required to be taken by the Partnership or any of its partners for (a) the authorization, issuance, sale and delivery of the Purchased Units, (b) the execution and delivery of the Operative Documents by the Partnership and (c) the consummation of the transactions contemplated by this Agreement and the other Operative Documents shall have been validly taken.

Section 3.6 Due Authorization. On the Closing Date, each of the Operative Documents will have been duly authorized, executed and delivered by the Partnership and, assuming due authorization of the Purchasers, will be a valid and legally binding agreement of the Partnership enforceable against the Partnership in accordance with its terms; provided, that the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer,

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reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable Laws and public policy.

Section 3.7 JBBR Purchase Agreement.

(a) The JBBR Purchase Agreement has been duly authorized, executed and delivered by (i) JBBR Buyer and (ii) to the knowledge of the Partnership, all other parties thereto. Assuming the due authorization of the parties thereto other than JBBR Buyer, the JBBR Purchase Agreement constitutes a valid and legally binding agreement of JBBR Buyer enforceable against JBBR Buyer in accordance with its terms; provided that the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable Laws and public policy.

(b) Prior to the execution and delivery hereof by the Purchasers, The Partnership has provided the Purchasers with, or made available to the Purchasers, a correct and complete copy of the JBBR Purchase Agreement (other than exhibits and schedules except to the extent they will be filed with the Commission within four days of the date hereof).

Section 3.8 Insurance. As of the date hereof, the Partnership and its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged. As of the date hereof, the Partnership does not have any reason to believe that it or any Subsidiary will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business.

Section 3.9 No Default. As of the date hereof, none of the Partnership Entities is in violation or default of (i) any provision of its respective formation or governing documents and (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party, by which it is bound or to which its property is subject, except, in the case of clause (ii) , as would not reasonably be expected to have, individually or in the aggregate, a Partnership Material Adverse Effect.

Section 3.10 No Conflict. None of (a) the offering, issuance or sale by the Partnership of the Purchased Units and the application of the proceeds therefrom, (b) the execution, delivery and performance of this Agreement and the other Operative Documents by the Partnership or (c) the consummation of the transactions contemplated by this Agreement and the other Operative Documents (i) conflicts or will conflict with, or constitutes or will constitute a violation of the Organizational Documents of any of the Partnership Entities, as the case may be, (ii) conflicts or will conflict with, or constitutes or will constitute a breach or violation of, or a default under (or an event that, with notice or lapse of time or both would constitute such a

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default), the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which any Partnership Entity is a party or bound or to which any of its properties is subject, (iii) assuming the accuracy of the representations and warranties of the Purchasers contained herein and their compliance with the covenants contained herein, violates or will violate any statute, law, rule, regulation, judgment, order, decree or injunction of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over any Partnership Entity or any of its properties in a proceeding to which such Partnership Entity or its property is a party or (iv) results or will result in the creation or imposition of any Lien upon any property or assets of any of the Partnership Entities (other than Liens pursuant to the Arc Logistics Credit Facility) which conflicts, breaches, violations, defaults or Liens, in the case of clauses (ii), (iii) or (iv), would reasonably be expected to have a Partnership Material Adverse Effect.

Section 3.11 Compliance with Laws. As of the date hereof, none of the Partnership Entities is in violation of any judgment, decree or order or any Law applicable to the Partnership Entities, except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect. As of the date hereof, the Partnership Entities possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect, and none of the Partnership Entities has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit, except where such potential revocation or modification would not, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect.

Section 3.12 Approvals. Except as contemplated by this Agreement or as required by the Commission in connection with the Partnership’s obligations under the Registration Rights Agreement, no authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Authority in connection with the execution, delivery or performance by the Partnership of any of the Operative Documents is required, except (a) as may be required under the state securities or “Blue Sky” Laws, (b) for such consents, approvals and waivers as have been obtained or will be obtained by Closing or (c) where the failure to receive such authorization, consent, approval, waiver, license, qualification or written exemption from, or to make such filing, declaration, qualification or registration would not, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect.

Section 3.13 No Material Adverse Effect. As of the date hereof, since September 30, 2014, there has been no change, event, occurrence, effect, fact, circumstance or condition that has had or would reasonably be expected to have a Partnership Material Adverse Effect.

Section 3.14 Arc Logistics SEC Documents. The Partnership has filed timely with the Commission all forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act (all such documents filed on or prior to the date of this Agreement, collectively, the “Partnership SEC Documents”). The Partnership SEC Documents, including, without limitation, any audited or unaudited financial statements and

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any notes thereto or schedules included therein (the “Partnership Financial Statements”), at the time filed (in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Partnership SEC Document filed prior to the date hereof) (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and (b) in the case of the Partnership Financial Statements, (i) complied as to form in all material respects with applicable accounting requirements under the Exchange Act or the Securities Act, as applicable, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the Commission) and (iii) fairly present (subject in the case of unaudited financial statements to normal, recurring and year-end audit adjustments) in all material respects the financial position, results of its operations and cash flows of the entities purported to be shown thereby at the respective dates or for the periods indicated.

Section 3.15 Independent Accounting Firm. PricewaterhouseCoopers LLP is an independent registered public accounting firm with respect to the Partnership within the meaning of the Securities Act and the Public Company Accounting Oversight Board.

Section 3.16 Litigation. As of the date hereof, except as set forth in the Partnership SEC Documents, there is no action, suit or proceeding by or before any Governmental Authority involving any of the Partnership Entities or their property is pending or, to the knowledge of the Partnership, threatened that would reasonably be expected to result in a Partnership Material Adverse Effect.

Section 3.17 Internal Accounting Controls. As of the date hereof, the Partnership and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (c) access to assets is permitted only in accordance with management’s general or specific authorization and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. As of the date hereof, the internal accounting controls of each of the Partnership and its Subsidiaries are effective and the Partnership is not aware of any material weakness in their internal accounting controls.

Section 3.18 MLP Status. The Partnership is properly treated as a partnership for United States federal income tax purposes and more than 90% of the Partnership’s current gross income is qualifying income under 7704(d) of the Code.

Section 3.19 Investment Company Status. The Partnership is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 3.20 No Registration Required. Assuming the accuracy of the representations and warranties of each of the Purchasers contained in this Agreement, the sale and issuance of

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the Purchased Units pursuant to this Agreement are exempt from the registration requirements of the Securities Act, and neither the Partnership nor any authorized Representative acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.

Section 3.21 Certain Fees. Except for the Placement Agent Fees, no fees or commissions are or will be payable by the Partnership to brokers, finders or investment bankers with respect to the sale of any of the Purchased Units or the consummation of the transactions contemplated by this Agreement.

Section 3.22 No Side Agreements. Except for the confidentiality agreements, this Agreement and the Registration Rights Agreement, there are no other agreements by, among or between the Partnership or any of its Affiliates, on the one hand, and any of the Purchasers or their Affiliates, on the other hand, with respect to the transactions contemplated hereby nor promises or inducements for future transactions between or among any of such parties.

Section 3.23 Form S-3 Eligibility. The Partnership has been, since the time of filing its most recent Form S-3 Registration Statement, and continues to be, eligible to use Form S-3.

Section 3.24 No Integration. Neither the Partnership nor any of its Affiliates have, directly or indirectly through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any “security” (as defined in the Securities Act) that is or will be integrated with the sale of the Purchased Units in a manner that would require registration under the Securities Act.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER

Each Purchaser, severally and not jointly, represents and warrants to the Partnership with respect to itself as follows:

Section 4.1 Existence. Such Purchaser is duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization with full power and authority to own or lease and to operate its Properties owned or leased and to conduct the business in which it is engaged.

Section 4.2 Authority. Such Purchaser has all requisite power and authority to execute and deliver this Agreement and perform its obligations hereunder. On the Closing Date, all partnership, limited liability company and corporate action, as the case may be, required to be taken by such Purchaser or any of its partners, members or shareholders, as the case may be, for (a) the execution and delivery of each of the Operative Documents and (b) the consummation of the transactions contemplated by this Agreement and the other Operative Documents shall have been validly taken.

Section 4.3 Due Authorization. On the Closing Date, each of the Operative Documents will have been duly authorized, executed and delivered by such Purchaser, and, assuming due authorization of the Partnership, will be a valid and legally binding agreement of such Purchaser, enforceable against such Purchaser in accordance with its terms; provided, that

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the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable Laws and public policy.

Section 4.4 No Conflicts. None of (a) the execution, delivery and performance of this Agreement and the other Operative Documents by such Purchaser or (b) the consummation of the transactions contemplated by this Agreement and the other Operative Documents (i) conflicts or will conflict with, or constitutes or will constitute a violation of the Organizational Documents of such Purchaser, (ii) conflicts or will conflict with, or constitutes or will constitute a breach or violation of, or a default under (or an event that, with notice or lapse of time or both would constitute such a default), the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which such Purchaser is a party or bound or to which any of its properties is subject, (iii) violates or will violate any statute, law, rule, regulation, judgment, order, decree or injunction of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over such Purchaser or any of its properties in a proceeding to which such Purchaser or its property is a party or (iv) results or will result in the creation or imposition of any Lien upon any property or assets of such Purchaser which conflicts, breaches, violations, defaults or Liens, in the case of clauses (ii), (iii) or (iv), would reasonably be expected to have a Purchaser Material Adverse Effect.

Section 4.5 Certain Fees. No fees or commissions are or will be payable by such Purchaser to brokers, finders or investment bankers with respect to the purchase or sale of any of its Purchased Units or the consummation of the transactions contemplated by this Agreement.

Section 4.6 No Side Agreements. Except for the confidentiality agreements, this Agreement and the Registration Rights Agreement entered into by and between such Purchaser and the Partnership, there are no other agreements by, among or between the Partnership or its Affiliates, on the one hand, and such Purchaser or its Affiliates, on the other hand, with respect to the transactions contemplated hereby, nor promises or inducements for future transactions between or among any of such parties.

Section 4.7 Investment. The Purchased Units are being acquired for such Purchaser’s own account, the account of its Affiliates or the accounts of clients for whom such Purchaser exercises discretionary investment authority (all of whom such Purchaser hereby represents and warrants are “qualified institutional buyers” within the meaning of Rule 144A promulgated by the Securities and Exchange Commission pursuant to the Securities Act or “accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated by the Commission pursuant to the Securities Act), not as a nominee or agent, and with no present intention of distributing the Purchased Units or any part thereof, and such Purchaser has no present intention of selling or granting any participation in or otherwise distributing the same in any transaction in violation of the securities Laws of the United States of America or any state, without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of the Purchased Units under a registration statement under the Securities Act and applicable state securities Laws

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or under an exemption from such registration available thereunder (including, without limitation, if available, Rule 144 promulgated thereunder). If such Purchaser should in the future decide to dispose of any of the Purchased Units, such Purchaser understands and agrees (a) that it may do so only (i) in compliance with the Securities Act and applicable state securities Law, as then in effect, or pursuant to an exemption therefrom or (ii) in the manner contemplated by any registration statement pursuant to which such securities are being offered, and (b) that stop-transfer instructions to that effect will be in effect with respect to such securities.

Section 4.8 Nature of Purchaser. Such Purchaser represents and warrants to, and covenants and agrees with, the Partnership that (a) it is a “qualified institutional buyer” within the meaning of Rule 144A promulgated by the Securities and Exchange Commission pursuant to the Securities Act or an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Commission pursuant to the Securities Act and (b) by reason of its business and financial experience it has such knowledge, sophistication and experience in making similar investments and in business and financial matters generally so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Units, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment.

Section 4.9 Receipt of Information. Such Purchaser acknowledges that it has (a) had access to the Partnership SEC Documents, (b) had access to information regarding the JBBR Acquisition and its potential effect on the Partnership’s operations and financial results and (c) been provided a reasonable opportunity to ask questions of and receive answers from Representatives of the Partnership regarding such matters including matters with respect to the JBBR Acquisition.

Section 4.10 Restricted Securities. Such Purchaser understands that the Purchased Units it is purchasing are characterized as “restricted securities” under the federal securities Laws inasmuch as they are being acquired from the Partnership in a transaction not involving a public offering and that under such Laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser represents that it is knowledgeable with respect to Rule 144 of the Commission promulgated under the Securities Act.

Section 4.11 Legend. Such Purchaser understands that the book-entry account maintained by the transfer agent evidencing ownership of the Purchased Units will bear the legend or restrictive notation required by the Partnership Agreement as well as the following legend or restrictive notation: “These securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). These securities may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under the Securities Act or pursuant to an exemption from registration thereunder, in each case in accordance with all applicable securities laws of the states or other jurisdictions, and, in the case of a transaction exempt from registration, such securities may only be transferred if the transfer agent for such securities has received documentation satisfactory to it that such transaction does not require registration under the Securities Act.”

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Section 4.12 Short Selling. Such Purchaser represents that it has not entered into any Short Sales of the Common Units owned by it since the time it first began discussions with the Partnership or the Placement Agent about the transactions contemplated by this Agreement; provided, however, subject to such Purchaser’s compliance with its obligations under the U.S. federal securities laws and its internal policies, the above shall not apply, in the case of a Purchaser that is a large multi-unit investment or commercial banking organization, to activities in the normal course of trading units of such Purchaser; provided, further, that subject to such Purchaser’s compliance with its obligations under the U.S. federal securities laws and its internal policies: (a) such Purchaser, for purposes hereof, shall not be deemed to include any employees, subsidiaries or Affiliates that are effectively walled off by appropriate “Chinese Wall” information barriers approved by such Purchaser’s legal or compliance department (and thus have not been privy to any information concerning this transaction) (a “Walled Off Person”) and (b) the foregoing representations in this paragraph shall not apply to any transaction by or on behalf of such Purchaser that was effected by a Walled Off Person in the ordinary course of trading without the advice or participation of such Purchaser or receipt of confidential or other information regarding this transaction provided by such Purchaser to such entity.

ARTICLE V

COVENANTS

Section 5.1 Taking of Necessary Action. Each of the Parties hereto shall use its commercially reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable Law and regulations to consummate and make effective the transactions between the Partnership and the Purchasers contemplated by this Agreement related specifically to the acquisition of the Purchased Units; provided, that nothing contained herein shall require the Partnership to consummate the JBBR Acquisition. Without limiting the foregoing, the Partnership and each Purchaser shall use its commercially reasonable efforts to make all filings and obtain all consents of Governmental Authorities that may be necessary or, in the reasonable opinion of the Purchasers or the Partnership, as the case may be, advisable for the consummation of the transactions contemplated by this Agreement and the other Operative Documents.

Section 5.2 Disclosure; Interim Public Filings. The Partnership shall, as soon as practicable following execution of this Agreement, issue a press release disclosing all material terms of the transactions contemplated herein and in the other Operative Documents. On or before the fourth Business Day following the date hereof, the Partnership shall file a Current Report on Form 8-K with the Commission (the “Form 8-K Filing”) describing the terms of the transactions contemplated by the Operative Documents and the JBBR Purchase Agreement and including as exhibits to the Form 8-K the Operative Documents and the JBBR Purchase Agreement, in the form required by the Exchange Act.

Section 5.3 Use of Proceeds. The Partnership shall use the collective proceeds from the sale of the Purchased Units to partially finance the JBBR Acquisition. If the transactions contemplated by the JBBR Purchase Agreement are not closed concurrently with the Closing or within two Business Days thereafter or if any of the conditions set forth in Section 2.4 have not been satisfied and a Purchaser paid its Commitment Amount in advance of the Closing, the

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Partnership shall return the Commitment Amount paid to the Partnership to the applicable Purchasers within two Business Days of receipt thereof and the transfer agent shall thereafter cancel the Purchased Units.

Section 5.4 Certain Special Allocations of Book and Taxable Income. To the extent that the Common Unit Price differs from the Per Unit Capital Amount as of the Closing Date for a then Outstanding Common Unit after taking into account the issuance of the Purchased Units, the General Partner intends to specially allocate Partnership items of book and taxable income, gain, loss or deduction to the Purchasers so that the Per Unit Capital Amount with respect to their Purchased Units are equal to the Per Unit Capital Amounts with respect to other Common Units (and thus to assure fungibility of all Common Units). Such special allocations will occur upon the earlier to occur of any taxable period of the Partnership ending upon, or after, (i) an event described in Section 5.5(d) of the Partnership Agreement or a sale of all or substantially all of the assets of the Partnership occurring after the date of the issuance of the Purchased Units or (ii) the transfer of Purchased Units to a Person that is not an Affiliate of the Purchaser, in which case, such allocation shall be made only with respect to the Purchased Units so transferred. A Purchaser holding a Purchased Unit shall be required to provide notice to the General Partner of the transfer of a Purchased Unit to a Person that is not an Affiliate of the Purchaser no later than the last Business Day of the calendar year during which such transfer occurred, unless by virtue of the application of clause (i) above the General Partner has determined that the Purchased Units are consistent, on a per-unit basis, with the capital accounts of the other holders of Common Units other than Purchased Units; provided, that such Purchaser may cure any failure to provide such notice by providing such notice within 20 days of the last Business Day of such calendar year; provided, further, that the sole and exclusive remedy for any Purchaser’s failure to provide any such notice shall be the enforcement of the remedy of specific performance against such Purchaser and there will be no monetary damages. To the maximum extent permissible under the Partnership Agreement or under applicable law, including under the Treasury Regulations issued under Section 704(b) of the Internal Revenue Code, the special allocations resulting from clause (i) will be made through allocations of Unrealized Gain.

Section 5.5 Expenses. The Partnership shall pay up to $75,000 of legal fees of Latham & Watkins LLP, counsel to the Purchasers, incurred in connection with the negotiation, execution, delivery and performance of this Agreement and the Registration Rights Agreement and the transactions contemplated hereby and thereby, provided that any request for such payment is accompanied by a satisfactory written invoice for such expenses. If any action at law or equity is necessary to enforce or interpret the terms of any Operative Document, the prevailing Party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such Party may be entitled. Any legal fees of Latham & Watkins LLP in excess of $75,000 shall be paid pro rata by all the Purchasers in proportion to the aggregate number of Purchased Units purchased by each.

Section 5.6 Lock-Up Period. Without the consent of those Purchasers entitled to, or who are the holders of, a majority of the Purchased Units, the Partnership shall not offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership, or any affiliated company of the Partnership) directly or indirectly, including through the filing (or

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participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder with respect to, any Common Units or any securities convertible into, or exercisable, or exchangeable for, Common Units, or publicly announce an intention to effect any such transaction, during the period commencing on the date of this Agreement and ending on the date that is 90 days after the Closing Date (the “Restricted Period”), provided, however, that issuances of Common Units or any securities convertible into, or exercisable, or exchangeable for, Common Units pursuant to the Arc Logistics GP LLC Long-Term Incentive Plan or the Partnership’s Registration Statement required to be filed with the Commission pursuant to the Registration Rights Agreement, are excluded from the foregoing; and provided, further, that nothing contained in this Section 5.6 shall prohibit the Partnership from issuing Common Units during the Restricted Period provided that (i) such issuance occurs to fund (or to repay borrowings used to fund) an acquisition (including through the issuance of Common Units directly to a seller involved in such acquisition), (ii) the price per Common Unit (before underwriting discounts and commissions and offering expenses) to the investor(s) or seller, as the case may be, is equal to or greater than $18.00 per Common Unit and (iii) the Board of Directors of the General Partner has determined in good faith that the acquisition is expected to result in an increase, on a pro forma basis, in the amount of Distributable Cash Flow generated by the Partnership on a per-unit basis over the four succeeding quarter period (starting with the first full quarter following the closing of such acquisition) taken as a whole as compared to the anticipated Distributable Cash Flow per unit excluding the effect of the acquisition; for purposes of this Section 5.6, “Distributable Cash Flow” has the meaning assigned to that term in the Partnership’s Form 10-Q for the quarter ended September 30, 2014 as filed with the Commission.

Section 5.7 Amendment of the Terminal Services Agreement and TSA Amendment. During the period commencing on the date hereof and ending at the time of the Closing, the Partnership shall not, and shall not permit any of its Subsidiaries to, agree to the amendment or termination of (partially or completely), or consent to the waiver or relinquishment of any right under, the Terminal Services Agreement (as defined in the JBBR Purchase Agreement) or the TSA Amendment (as defined in the JBBR Purchase Agreement), to the extent the Partnership or such Subsidiary has the right to agree to such amendment or termination or the right to consent to the waiver or relinquishment of such right pursuant to the provisions of the JBBR Purchase Agreement, if such amendment, termination, consent, waiver or relinquishment would be materially adverse to the Partnership unless the Purchasers entitled to a majority of the Purchased Units consent in writing.

ARTICLE VI

INDEMNIFICATION, COSTS AND EXPENSES

Section 6.1 Indemnification by the Partnership. The Partnership agrees to indemnify each Purchaser and its Representatives (collectively, “Purchaser Related Parties”) from, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs,

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losses, liabilities, damages or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of or in any way related to the breach of any of the representations, warranties or covenants of the Partnership contained herein; provided that such claim for indemnification relating to a breach of a representation or warranty is made prior to the expiration of such representation or warranty; and provided further, that no Purchaser Related Party shall be entitled to recover special, consequential (including lost profits) or punitive damages. Notwithstanding anything to the contrary, consequential damages shall not be deemed to include diminution in value of the Purchased Units, which is specifically included in damages covered by Purchaser Related Parties indemnification.

Section 6.2 Indemnification by Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify the Partnership and its respective Representatives (collectively, the “Partnership Related Parties”) from, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of or in any way related to the breach of any of the representations, warranties or covenants (other than Section 5.4) of such Purchaser contained herein; provided that such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty; and provided further, that no Partnership Related Party shall be entitled to recover special, consequential (including lost profits) or punitive damages; provided further, (a) that absent fraud, bad faith, gross negligence or willful misconduct on the part of a Purchaser and (b) other than with respect to any breach of the representations and warranties of Sections 4.7 and 4.8, in no event will such Purchaser be liable under this Section 6.2 for any amount in excess of its Commitment Amount.

Section 6.3 Indemnification Procedure. Promptly after any Partnership Related Party or Purchaser Related Party, as the case may be (hereinafter, the “Indemnified Party”), has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person that the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) written notice of such claim or the commencement of such action, suit or proceeding, but failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all

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commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has failed to assume the defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to select one separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned), unless the settlement thereof imposes no liability or obligation on, involves no admission of wrongdoing or malfeasance by, and includes a complete release from liability of, the Indemnified Party.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Interpretation of Provisions. Article, Section, Schedule and Exhibit references are to this Agreement, unless otherwise specified. All references to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to.” Whenever any party has an obligation under the Operative Documents, the expense of complying with that obligation shall be an expense of such party unless otherwise specified. Whenever any determination, consent or approval is to be made or given by a Purchaser under this Agreement, such action shall be in such Purchaser’s sole discretion unless otherwise specified in this Agreement. If any provision in the Operative Documents is held to be illegal, invalid, not binding or unenforceable, such provision shall be fully severable and the Operative Documents shall be construed and enforced as if such illegal, invalid, not binding or unenforceable provision had never comprised a part of the Operative Documents, and the remaining provisions shall remain in full force and effect. The Operative Documents have been reviewed and negotiated by sophisticated parties with access to legal counsel and shall not be construed against the drafter.

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Section 7.2 Survival of Provisions. The representations and warranties set forth in Sections 3.1, 3.2, 3.5, 3.6, 3.18, 3.20 and 3.21 and Sections 4.5, 4.7, 4.8, 4.10 and 4.11 shall survive the execution and delivery of this Agreement and the Closing indefinitely, and the other representations and warranties set forth in this Agreement shall survive for a period of twelve months following the Closing Date. The covenants made in this Agreement or any other Operative Document shall survive the Closing of the transactions described herein and remain operative and in full force and effect regardless of acceptance of any of the Purchased Units and payment therefor and repayment, conversion, exercise or repurchase thereof. All indemnification obligations of the Partnership and the Purchasers pursuant to Article VI of this Agreement shall remain operative and in full force and effect unless such obligations are expressly terminated in writing by the Parties referencing the particular Article or Section, regardless of any purported general termination of this Agreement.

Section 7.3 No Waiver; Modifications in Writing.

(a) Delay. No failure or delay on the part of any Party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to a Party at law or in equity or otherwise.

(b) Specific Waiver. Except as otherwise provided in this Agreement or the Registration Rights Agreement, no amendment, waiver, consent, modification or termination of any provision of any Operative Document shall be effective unless signed by each of the Parties or each of the original signatories thereto affected by such amendment, waiver, consent, modification or termination. Any amendment, supplement or modification of or to any provision of any Operative Document, any waiver of any provision of this Agreement or any other Operative Document and any consent to any departure by the Partnership or any Purchaser from the terms of any provision of any Operative Document shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on any Party in any case shall entitle any Party to any other or further notice or demand in similar or other circumstances.

Section 7.4 Binding Effect; Assignment.

(a) Binding Effect. This Agreement shall be binding upon the Partnership, each Purchaser and their respective successors and permitted assigns. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the Parties to this Agreement and as provided in Article VI and their respective successors and permitted assigns.

(b) Assignment of Rights. Each Purchaser may assign all or any portion of its rights and obligations under this Agreement to any Affiliate of such Purchaser without the consent of the Partnership by delivery of an agreement to be bound by the provisions of this Agreement and a revised Schedule A but that no such assignment shall relieve the assigning Purchaser of its obligations to purchase the Purchased Units to be purchased by it without giving effect to such assignment in the event the assignee fails to purchase all or any portion of such Purchased Units

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on the Closing Date. Except as expressly permitted by this Section 7.4(b), no portion of the rights and obligations under this Agreement of any Purchaser may be transferred except with the prior written consent of the Partnership (which consent shall not be unreasonably withheld), in which case the assignee shall be deemed to be a Purchaser hereunder with respect to such assigned rights or obligations and shall agree to be bound by the provisions of this Agreement.

Section 7.5 Confidentiality and Non-Disclosure. Notwithstanding anything herein to the contrary, to the extent a Purchaser has executed a confidentiality agreement in favor of the Partnership, such Purchaser shall continue to be bound by such confidentiality agreement in accordance with the terms thereof as applicable.

Section 7.6 Communications. All notices and demands provided for hereunder shall be in writing and shall be given by regular mail, registered or certified mail, return receipt requested, facsimile, courier guaranteeing overnight delivery, electronic mail or personal delivery to the addresses set forth on Schedule 7.6 hereto or to such other address as the Partnership or such Purchaser may designate in writing. All notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; at the time of transmittal, if sent via electronic email; upon actual receipt if sent by registered or certified mail, return receipt requested, or regular mail, if mailed; when receipt acknowledged, if sent via facsimile; and upon actual receipt when delivered to a courier guaranteeing overnight delivery.

Section 7.7 Removal of Legend. In connection with a sale of the Purchased Units by a Purchaser in reliance on Rule 144, the applicable Purchaser or its broker shall deliver to the transfer agent and the Partnership a customary broker representation letter providing to the transfer agent and the Partnership any information the Partnership deems reasonably necessary to determine that the sale of the Purchased Units is made in compliance with Rule 144, including, as may be appropriate, a certification that the Purchaser is not an Affiliate of the Partnership and regarding the length of time the Purchased Units have been held. Upon receipt of such representation letter, the Partnership shall promptly direct its transfer agent to remove the notation of a restrictive legend in such Purchaser’s book-entry account maintained by the transfer agent, including the legend referred to in Section 4.11, and the Partnership shall bear all costs associated therewith. After any Purchaser or its permitted assigns has held the Purchased Units for such period as will allow such Purchaser to sell such Purchased Units without volume restrictions or public company information requirements pursuant to any section of Rule 144 (or any similar provision then in effect), if the book-entry account of such Purchased Units still bears the notation of the restrictive legend referred to in Section 4.11, the Partnership agrees, upon request of the Purchaser or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 4.11 from the Purchased Units, and the Partnership shall bear all costs associated therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Purchaser or its permitted assigns provide to the Partnership any information the Partnership deems reasonably necessary to determine that the legend is no longer required under the Securities Act or applicable state laws, including a certification that the holder is not an Affiliate of the Partnership (and a covenant to inform the Partnership if it should thereafter become an Affiliate and to consent to the notation of an appropriate restriction) and regarding the length of time the Purchased Units have been held.

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Section 7.8 Entire Agreement. This Agreement and the Registration Rights Agreement are intended by the Parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the Parties hereto and thereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or therein with respect to the rights granted by the Partnership or a Purchaser set forth herein or therein. This Agreement and the Registration Rights Agreement supersede all prior agreements and understandings between the Parties with respect to such subject matter.

Section 7.9 Governing Law. This Agreement will be construed in accordance with and governed by the Laws of the State of New York.

Section 7.10 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different Parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement.

Section 7.11 Termination.

(a) Notwithstanding anything herein to the contrary, this Agreement may be terminated on or any time prior to the Closing by the written consent of the Purchasers entitled to purchase a majority of the Purchased Units based on their Commitment Amounts upon a breach in any material respect by the Partnership of any covenant or agreement set forth in this Agreement; provided, that such breach would cause the conditions to the Purchasers’ obligations not to be satisfied and such breach is not cured within 20 days after written notice from the Purchasers.

(b) Notwithstanding anything herein to the contrary, this Agreement shall automatically terminate on or any time prior to the Closing:

(i) if the Closing shall not have occurred on or before May 18, 2015;

(ii) if the JBBR Purchase and Sale Agreement shall have been terminated pursuant to its terms; or

(iii) if a Law shall have been enacted or promulgated, or if any action shall have been taken by any Governmental Authority of competent jurisdiction that permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement or the JBBR Purchase Agreement or makes the transactions contemplated by this Agreement illegal.

(c) In the event of the termination of this Agreement as provided in this Section 7.11, (i) any payments of a Purchaser’s Commitment Amount received by the Partnership shall be returned to such Purchaser and (ii) the Partnership shall pay each Purchaser its respective Commitment Fee, in each case, within two (2) Business Days of such termination, and this Agreement shall forthwith become null and void. In the event of such termination, there shall be no liability on the part of any Party hereto, except as set forth in Section 5.5 and Article VI and with respect to the requirement to comply with any confidentiality agreement in favor of the

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Partnership; provided further, that nothing contained in this Section 7.11(c) shall require the Partnership to pay a Purchaser its respective Commitment Fee if such Purchaser shall have breached its obligation to purchase its Purchased Units on the Closing Date in accordance with the terms hereof.

Section 7.12 Recapitalization, Exchanges, etc. Affecting the Purchased Units. The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all Common Units of the Partnership or any successor or assign of the Partnership (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for or in substitution of, the Purchased Units and shall be appropriately adjusted for combinations, recapitalizations and the like occurring after the date of this Agreement and prior to the Closing.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.

ARC LOGISTICS PARTNERS LP
By:	ARC LOGISTICS GP LLC,
	its general partner
By:	/s/ Vincent T. Cubbage
	Name:	Vincent T. Cubbage
	Title:	Chief Executive Officer

[UNIT PURCHASE AGREEMENT – SIGNATURE PAGE]

KAYNE ANDERSON MLP INVESTMENT COMPANY
By:	KA Fund Advisors, LLC, as Manager
By:	/s/ James C. Baker
	Name:	James C. Baker
	Title:	Managing Director
KAYNE ANDERSON ENERGY DEVELOPMENT COMPANY
By:	KA Fund Advisors, LLC, as Manager
By:	/s/ James C. Baker
	Name:	James C. Baker
	Title:	Managing Director
KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC.
By: KA Fund Advisors, LLC, as Manager
By:	/s/ James C. Baker
	Name:	James C. Baker
	Title:	Managing Director
KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC.
By:	KA Fund Advisors, LLC, as Manager
By:	/s/ James C. Baker
	Name:	James C. Baker
	Title:	Managing Director

[UNIT PURCHASE AGREEMENT – SIGNATURE PAGE]

NUVEEN ALL CAP ENERGY MLP OPPORTUNITIES FUND
By:	/s/ Quinn T. Kiley
	Name:	Quinn T. Kiley
	Title:	Portfolio Manager
TRIANGLE PEAK PARTNERS PRIVATE EQUITY, LP
By its general partner, Triangle Peak Partners Private Equity GP, LLC
By:	/s/ Michael C. Morgan
	Name:	Michael C. Morgan
	Title:	Managing Member
BOWOOD MLP RETURN FUND, LP
By:	BOWOOD CAPITAL ADVISORS, LLC, its General Partner
By:	/s/ Andrew L. Atterbury
	Name:	Andrew L. Atterbury
	Title:	President
Cohen & Steers MLP Income and Energy Opportunity Fund, Inc.
By:	/s/ Benjamin Morton
	Name:	Benjamin Morton
	Title:	Vice President

[UNIT PURCHASE AGREEMENT – SIGNATURE PAGE]

Goldman Sachs MLP and Energy Renaissance Fund
By: Goldman Sachs Asset Management, L.P., its Investment Adviser
By:	/s/ Collin Bell
	Name:	Collin Bell
	Title:	Managing Director
Goldman Sachs MLP Income Opportunities Fund
By: Goldman Sachs Asset Management, L.P., its Investment Adviser
By:	/s/ Collin Bell
	Name:	Collin Bell
	Title:	Managing Director
Salient MLP Fund, L.P.
By: Salient Capital Advisors, LLC
Its Investment Manager
By:	/s/ Greg Reid
	Name:	Greg Reid
	Title:	Managing Director
OPPENHEIMER STEELPATH MLP INCOME FUND
By:	/s/ Brian Watson
	Name:	Brian Watson
	Title:	SVP, Portfolio Manager

[UNIT PURCHASE AGREEMENT – SIGNATURE PAGE]

MTP ENERGY MASTER FUND LTD
By:	/s/ Anthony Fox
	Name:	Anthony Fox
	Title:	CFO - Funds

[UNIT PURCHASE AGREEMENT – SIGNATURE PAGE]

Schedule A

PURCHASERS AND COMMITMENT AMOUNTS

Purchaser	Purchased Units		Commitment Amount
Kayne Anderson MLP Investment Company		1,307,189	$	22,222,213.00
Kayne Anderson Energy Development Company		261,438	$	4,444,446.00
Kayne Anderson Midstream/Energy Fund, Inc.		392,157	$	6,666,669.00
Kayne Anderson Energy Total Return Fund, Inc.		392,157	$	6,666,669.00
NUVEEN ALL CAP ENERGY MLP OPPORTUNITIES FUND		147,059	$	2,500,003.00
Triangle Peak Partners Private Equity, LP		117,647	$	1,999,999.00
BOWOOD MLP RETURN FUND, LP		29,412	$	500,004.00
Cohen & Steers MLP Income and Energy Opportunity Fund, Inc.		147,059	$	2,500,003.00
Oppenheimer SteelPath MLP Income Fund		235,294	$	3,999,998.00
Goldman Sachs MLP and Energy Renaissance Fund		421,031	$	7,157,527.00
Goldman Sachs MLP Income Opportunities Fund		284,851	$	4,842,467.00
MTP Energy Master Fund Ltd		558,824	$	9,500,008.00
Salient MLP Fund, L.P.		117,647	$	1,999,999.00
Total		4,411,765	$	75,000,005.00

Schedule 2.1

Schedule 7.6

NOTICE

IF TO:	WITH A COPY TO: (WHICH DOES NOT CONSTITUTE NOTICE)
KAYNE ANDERSON MLP INVESTMENT COMPANY:
Kayne Anderson MLP Investment Company	Ryan Maierson
Attn: James C. Baker	Latham & Watkins LLP
811 Main Street, 14th Floor	811 Main Street, Suite 3700
Houston, TX 77002	Houston, TX 77002
Phone: 713-493-2000 Fax: [—]	Phone: 713-546-7400  Fax: 713-546-7401
KAYNE ANDERSON ENERGY DEVELOPMENT COMPANY:
Kayne Anderson Energy Development Company	Ryan Maierson
Attn: James C. Baker	Latham & Watkins LLP
811 Main Street, 14th Floor	811 Main Street, Suite 3700
Houston, TX 77002	Houston, TX 77002
Phone: 713-493-2000 Fax: [—]	Phone: 713-546-7400   Fax: 713-546-7401
KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC.:
Kayne Anderson Midstream/Energy Fund, Inc.	Ryan Maierson
Attn: James C. Baker	Latham & Watkins LLP
811 Main Street, 14th Floor	811 Main Street, Suite 3700
Houston, TX 77002	Houston, TX 77002
Phone: 713-493-2000 Fax: [—]	Phone: 713-546-7400  Fax: 713-546-7401
KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC.:
Kayne Anderson Energy Total Return Fund, Inc.	Ryan Maierson
Attn: James C. Baker	Latham & Watkins LLP
811 Main Street, 14th Floor	811 Main Street, Suite 3700
Houston, TX 77002	Houston, TX 77002
Phone: 713-493-2000 Fax: [—]	Phone: 713-546-7400  Fax: 713-546-7401
NUVEEN ALL CAP ENERGY MLP OPPORTUNITIES FUND:
NUVEEN ALL CAP ENERGY MLP OPPORTUNITIES FUND	[Purchaser Counsel]
Attn: Quinn T. Kiley	[Address]
8235 Forsyth Blvd, Suite 700	Fax: [—]
Clayton, MO 63105
Phone: 314-446-6795 Fax: 314-446-1407

Schedule 7.6

IF TO:	WITH A COPY TO: (WHICH DOES NOT CONSTITUTE NOTICE)
TRIANGLE PEAK PARTNERS PRIVATE EQUITY, LP:
Triangle Peak Partners, LP	Triangle Peak Partners, LP
Attn: Michael Morgan	Attn: Jim McCartt
PO Box 3788	11 Greenway Plaza, Suite 2000
Carmel, CA 93921	Houston, TX 77046
831.622.0428	713.439.1096
BOWOOD MLP RETURN FUND, LP:
BOWOOD MLP RETURN FUND, LP	McGregor Johnson
Attn: Kent Blackford	Stinson Leonard Street
2001 Shawnee Mission Parkway	1201 Walnut, Suite 2900
Mission Woods, KS 66205	Kansas City, MO 64106
Phone: 913-953-8331	Phone: 816-691-2485
Email: kblackford@bowoodcapital.com	Fax: 816-412-1213
	mcgregor.johnson@stinsonleonard.com
COHEN & STEERS CAPITAL MANAGEMENT, INC.:
Cohen & Steers Capital Management, Inc.	Cohen & Steers Capital Management, Inc.
Attn: Anna Pilosova	Attn: General Counsel
280 Park Ave., 10th Floor	280 Park Ave., 10th Floor
New York, NY 10017	New York, NY 10017
Phone: 212-446-9163 Fax: [—]	Phone: 212-446-9163 Fax: [—]
OPPENHEIMER STEELPATH MLP INCOME FUND:
[—]	[Purchaser Counsel]
Attn: [—]	[Address]
[Address]	Fax: [—]
Phone: [—] Fax: [—]
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND:
c/o Goldman Sachs Asset Management, L.P.	Boies, Schiller and Flexner LLP
200 West Street	7th Floor
New York, New York 10282	575 Lexington Avenue
Attn: Ganesh Jois	New York, New York 10022
Facsimile: (917) 977-4222	Attn: Mike Huang
Ganes.Jois@gs.com	mhuang@bsfllp.com

Schedule 7.6

IF TO:	WITH A COPY TO: (WHICH DOES NOT CONSTITUTE NOTICE)
GOLDMAN SACHS MLP INCOME OPPORTUNITIES FUND:
c/o Goldman Sachs Asset Management, L.P.	Boies, Schiller and Flexner LLP
200 West Street	7th Floor
New York, New York 10282	575 Lexington Avenue
Attn: Ganesh Jois	New York, New York 10022
Facsimile: (917) 977-4222	Attn: Mike Huang
Ganes.Jois@gs.com	mhuang@bsfllp.com
MTP ENERGY MASTER FUND LTD:
[—]	Todd Mazur
Attn: Anthony Fox	Greenberg Traurig LLP
[Address]	77 West Wacker Drive, Suite 3100
Phone: [—] Fax: [—]	Chicago, IL 60601
SALIENT MLP FUND, L.P.:
[—]	[Purchaser Counsel]
Attn: Greg Reid	[Address]
[Address]	Fax: [—]
Phone: [—] Fax: [—]
Arc Logistics Partners LP:
Arc Logistics Partners LP	Vinson & Elkins L.L.P.
Attn: Steven Schnitzer	Attn: Brenda Lenahan
725 Fifth Avenue,	666 Fifth Avenue, 26th Floor
19th Floor New York, NY 10022	New York, NY 10103
Email: sschnitzer@arcxlp.com	Email: blenahan@velaw.com
Phone: 212-993-1292	Phone: 212-237-0133
Fax: 212-993-1299	Fax: 917-849-5360

Schedule 7.6

EXHIBIT A

Form of Legal Opinion

Capitalized terms used but not defined herein have the meanings assigned to such terms in the Unit Purchase Agreement (the “Purchase Agreement”). The Partnership shall furnish to the Purchasers at the Closing an opinion of Vinson & Elkins L.L.P., counsel for the Partnership, and an opinion of the General Counsel of the General Partner, each addressed to the Purchasers and dated the Closing Date in form satisfactory to the Purchasers, collectively stating that:

(i) Each of the Partnership and the General Partner has been duly formed and is validly existing as a limited partnership or limited liability company, as applicable, in good standing under the laws of the State of Delaware, with full limited partnership or limited liability company, as the case may be, power and authority (A) to own or lease and to operate its properties and conduct its business, in each case in all material respects as described in the Partnership SEC Documents, and (B) to enter into and perform its obligations under the Operative Documents.

(ii) Except (A) as described in the Partnership SEC Documents filed prior to the date of the Purchase Agreement or (B) as provided in the Operative Documents or the Arc Logistics Credit Facility or (C) for awards issued under the Arc Logistics GP LLC Long-Term Incentive Plan, there are no preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any limited partner interests in the Partnership arising under any agreement filed with the Commission by the Partnership.

(iii) The Purchased Units to be issued and sold by the Partnership to each Purchaser pursuant to the Purchase Agreement, and the limited partner interests represented thereby, have been duly authorized, and, when issued and delivered to each Purchaser against payment therefor in accordance with the terms of the Purchase Agreement, will be validly issued, fully paid (to the extent required by applicable law and the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).

(iv) The General Partner is the sole general partner of the Partnership and owns a non-economic general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and the General Partner owns such general partner interest free and clear of all Liens (A) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the General Partner as debtor is on file in the office of the Secretary of State of the State of Delaware or (B) otherwise known to us, without independent investigation, other than (1) restrictions on transferability contained in the Partnership Agreement and (2) those created by or arising under the Delaware LP Act.

(v) Except for the approvals required by the Commission in connection with the Partnership’s obligations under the Registration Rights Agreement, no consent, approval, authorization, filing with or order of or with any U.S. federal, New York or Delaware court or

A-1

governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties is required in connection with the execution, delivery and performance by the Partnership of the Operative Documents, except (A) such as may be required under the state securities or “Blue Sky” Laws (as to which we do not express any opinion), (B) such as have been obtained or made or (C) such that the failure to obtain or file would not reasonably be expected to have a Partnership Material Adverse Effect.

(vi) Assuming the accuracy of the representations and warranties of each of the Purchasers and the Partnership contained in the Purchase Agreement, the sale and issuance of the Purchased Units by the Partnership to the Purchasers solely in the manner contemplated by the Purchase Agreement are exempt from the registration requirements of the Securities Act; provided, that, such counsel will express no opinion as to any subsequent sale.

(vii) The Partnership is not an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(viii) None of the offering, issuance and sale by the Partnership of the Purchased Units, the execution, delivery and performance of the Operative Documents by the Partnership or the consummation of the transactions contemplated thereby (A) constitutes or will constitute a breach or violation of, or result or will result in an imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Entities pursuant to any agreement filed or incorporated by reference as an exhibit to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2013 or the Partnership’s Quarterly Reports on Forms 10-Q for the quarters ended March 31, 2014, June 30, 2014 and September 30, 2014 (B) constitutes or will constitute a violation of the Partnership Agreement or (C) results or will result in any violation of the Delaware LP Act, the Delaware LLC Act or U.S. federal law (it being understood that we do not express an opinion in clause (C) with respect to any securities or other anti-fraud laws), except in the case of clauses (A) or (C) for such breaches, violations, liens, charges or encumbrances as would not reasonably expected be to have a Partnership Material Adverse Effect.

(ix) Each of the Operative Documents has been duly authorized, executed and delivered by the Partnership and, assuming the due authorization, execution and delivery by the Purchasers, constitutes a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; provided, that, with respect to each agreement described in this paragraph (viii), as the enforceability thereof may be limited by (A) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (B) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.

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EXHIBIT B

Form of Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT

BY AND AMONG

ARC LOGISTICS PARTNERS LP

AND

THE PURCHASERS NAMED ON SCHEDULE A HERETO

TABLE OF CONTENTS

ARTICLE I DEFINITIONS		1
Section 1.01	Definitions	1
Section 1.02	Registrable Securities	3
ARTICLE II REGISTRATION RIGHTS		3
Section 2.01	Registration	3
Section 2.02	Piggyback Rights	4
Section 2.03	Delay Rights	6
Section 2.04	Underwritten Offerings	7
Section 2.05	Sale Procedures	8
Section 2.06	Cooperation by Holders	11
Section 2.07	Restrictions on Public Sale by Holders of Registrable Securities	11
Section 2.08	Expenses	12
Section 2.09	Indemnification	12
Section 2.10	Rule 144 Reporting	14
Section 2.11	Transfer or Assignment of Registration Rights	14
Section 2.12	Limitation on Subsequent Registration Rights	15
ARTICLE III MISCELLANEOUS		15
Section 3.01	Communications	15
Section 3.02	Successor and Assigns	16
Section 3.03	Transfers and Assignment of Rights	16
Section 3.04	Recapitalization, Exchanges, Etc. Affecting the Registrable Securities	16
Section 3.05	Aggregation of Registrable Securities	16
Section 3.06	Specific Performance	16
Section 3.07	Counterparts	16
Section 3.08	Headings	17
Section 3.09	Governing Law	17
Section 3.10	Severability of Provisions	17
Section 3.11	Entire Agreement	17
Section 3.12	Amendment	17
Section 3.13	No Presumption	17
Section 3.14	Obligations Limited to Parties to Agreement	17
Section 3.15	Independent Nature of Purchaser’s Obligations	18
Section 3.16	Interpretation	18

Schedule A – Purchaser List; Notice and Contact Information; Opt-Out

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of             , 2015, by and among Arc Logistics Partners LP, a Delaware limited partnership (the “Partnership”), and each of the Persons set forth on Schedule A to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, this Agreement is made in connection with the Closing of the issuance and sale of the Purchased Units pursuant to the Unit Purchase Agreement, dated as of February 19, 2015, by and among the Partnership and the Purchasers (the “Unit Purchase Agreement”);

WHEREAS, the Partnership has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Purchasers pursuant to the Unit Purchase Agreement; and

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. Capitalized terms used herein without definition shall have the meanings given to them in the Unit Purchase Agreement. The terms set forth below are used herein as so defined:

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning specified therefor in the introductory paragraph of this Agreement.

“Commission” means the U.S. Securities and Exchange Commission.

“Effectiveness Period” has the meaning specified therefor in Section 2.01(a).

“General Partner” means Arc Logistics GP LLC, a Delaware limited liability company.

“Holder” means the record holder of any Registrable Securities.

“Included Registrable Securities” has the meaning specified therefor in Section 2.02(a).

“Liquidated Damages” has the meaning specified therefor in Section 2.01(b).

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“Liquidated Damages Multiplier” means the product of the Common Unit Price times the number of Purchased Units of such Holder that may not be disposed of without restriction and without the need for current public information pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act.

“Losses” has the meaning specified therefor in Section 2.09(a).

“Managing Underwriter” means, with respect to any Underwritten Offering, the book-running lead manager or managers of such Underwritten Offering.

“Opt-Out Notice” has the meaning specified therefor in Section 2.02(a).

“Parity Securities” has the meaning specified therefor in Section 2.02(b).

“Partnership” has the meaning specified therefor in the introductory paragraph of this Agreement.

“Person” means any individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

“Purchaser” and “Purchasers” have the meanings specified therefor in the introductory paragraph of this Agreement.

“Registrable Securities” means (a) the Common Units acquired by the Purchasers pursuant to the Unit Purchase Agreement and (b) any Common Units issued as Liquidated Damages pursuant to Section 2.01(b) of this Agreement and includes any type of interest issued to the Holder as a result of Section 3.04.

“Registration Expenses” means all expenses incident to the Partnership’s performance under or compliance with this Agreement to effect the registration of Registrable Securities on the Registration Statement pursuant to Section 2.01(a) or an Underwritten Offering covered under this Agreement, and the disposition of such Registrable Securities, including, without limitation, all registration, filing, securities exchange listing and NYSE fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of the Financial Industry Regulatory Authority, fees of transfer agents, all word processing, duplicating and printing expenses, any transfer taxes and the fees and disbursements of counsel and independent public accountants for the Partnership, including the expenses of any special audits or comfort letters required by or incident to such performance and compliance.

“Registration Statement” has the meaning specified therefor in Section 2.01(a).

“Selling Expenses” means all underwriting discounts and selling commissions or similar fees or arrangements allocable to the sale of the Registrable Securities.

“Selling Holder” means a Holder who is selling Registrable Securities pursuant to a registration statement.

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“Selling Holder Indemnified Persons” has the meaning specified therefor in Section 2.09(a).

“Underwritten Offering” means an offering (including an offering pursuant to a Registration Statement) in which Common Units are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” with one or more investment banks.

“Unit Purchase Agreement” has the meaning specified therefor in the recitals of this Agreement.

Section 1.02 Registrable Securities. Any Registrable Security will cease to be a Registrable Security (a) when a registration statement covering such Registrable Security has been declared effective by the Commission, or otherwise has become effective, and such Registrable Security has been sold or disposed of pursuant to such registration statement; (b) when such Registrable Security has been disposed of pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act; (c) when such Registrable Security is held by the Partnership or one of its subsidiaries; (d) when such Registrable Security has been transferred in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of such securities pursuant to Section 2.11; or (e) when such Registrable Security becomes eligible for resale without restriction and without the need for current public information pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act.

ARTICLE II

REGISTRATION RIGHTS

Section 2.01 Registration.

(a) Effectiveness Deadline. No later than 30 days following the Closing Date, the Partnership shall prepare and file a registration statement under the Securities Act to permit the public resale of Registrable Securities then outstanding from time to time as permitted by Rule 415 (or any similar provision then in effect) under the Securities Act with respect to all of the Registrable Securities (the “Registration Statement”). The Registration Statement filed pursuant to this Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by the Partnership so long as it permits the continuous offering of the Registrable Securities pursuant to Rule 415 (or any similar provision then in effect) under the Securities Act at the then prevailing market prices. The Partnership shall use its commercially reasonable efforts to cause the Registration Statement to become effective on or as soon as practicable after the Closing Date. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.01(a) to be effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). The Registration Statement when effective (including the documents

3

incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, but in any event within two (2) Business Days of such date, the Partnership shall provide the Holders with written notice of the effectiveness of the Registration Statement.

(b) Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 days after the Closing Date, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for each subsequent 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days and 1.0% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”). The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Partnership may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Common Units to such Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE (or such other market on which the Registrable Securities are then listed and traded) to list such additional Common Units. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-weighted average price of the Common Units on the NYSE (or such other market on which the Registrable Securities are then listed and traded) over the consecutive ten (10) trading day period ending on the close of trading on the trading day immediately preceding the date on which the Liquidated Damages payment is due. The accrual of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) when such Holder no longer holds Registrable Securities, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 90 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder must individually consent to such request.

Section 2.02 Piggyback Rights.

(a) Participation. If the Partnership proposes to file (i) a shelf registration statement other than the Registration Statement contemplated by Section 2.01(a), (ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement

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contemplated by Section 2.01(a) and Holders may be included without the filing of a post-effective amendment thereto or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with an Underwritten Offering, the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $5.0 million of the then-outstanding Registrable Securities (based on the Common Unit Price) and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Any notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by the Holder. Each such Holder shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders, and (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Partnership of such withdrawal at or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing (which Opt-Out Notice shall be effective as to an Underwritten Offering provided the Partnership received such Opt-Out Notice at least ten (10) Business Days prior to the day of pricing of such Underwritten Offering (or two (2) Business Days prior to the day of pricing in the case of an overnight or bought Underwritten Offering). Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder

5

shall no longer be entitled to participate in Underwritten Offerings by the Partnership pursuant to this Section 2.02(a). The Holders indicated on Schedule A hereto as having opted out shall each be deemed to have delivered an Opt-Out Notice as of the date hereof.

(b) Priority. If the Managing Underwriter of any proposed Underwritten Offering advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

(c) Termination of Piggyback Registration Rights. Each Holder’s rights under Section 2.02 shall terminate upon such Holder (together with its Affiliates) ceasing to hold at least $5.0 million of Registrable Securities (based on the Common Unit Price).

Section 2.03 Delay Rights.

Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to any Selling Holder whose Registrable Securities are included in the Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus which is a part of the Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition, financing or other similar transaction or other corporate transaction and the Partnership determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Registration Statement or other registration statement or (ii) the Partnership has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of the Partnership, would materially adversely affect the Partnership; provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Registration Statement or other registration statement for a period that exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten

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Offering. Upon disclosure of such information or the termination of the condition described above, the Partnership shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Registration Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 30 days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Partnership shall pay the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the thirty-first (31st) day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the “90th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to the Selling Holders. Liquidated Damages shall cease to accrue pursuant to this paragraph upon the Purchased Units of such Holder becoming eligible for resale without restriction and without the need for current public information under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that such Holder is not an Affiliate of the Partnership, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases.

Section 2.04 Underwritten Offerings.

(a) General Procedures. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations and warranties, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and

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that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such Underwritten Offering. No such withdrawal shall affect the Partnership’s obligation to pay Registration Expenses. The Partnership’s management may but shall not be required to participate in a roadshow or similar marketing effort in connection with any Underwritten Offering.

(b) No Demand Rights. Notwithstanding any other provision of this Agreement, no Holder shall be entitled to any “demand” rights or similar rights that would require the Partnership to effect an Underwritten Offering solely on behalf of the Holders.

Section 2.05 Sale Procedures. In connection with its obligations under this Article II, the Partnership will, as promptly as reasonably practicable:

(a) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus or prospectus supplement used in connection therewith as may be necessary to keep the Registration Statement effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement;

(b) if a prospectus or prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Registration Statement and the Managing Underwriter notifies the Partnership in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information in such prospectus or prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Partnership shall use its commercially reasonable efforts to include such information in such prospectus or prospectus supplement;

(c) furnish to each applicable Holder (i) as far in advance as reasonably practicable before filing the Registration Statement or any other registration statement contemplated by this Agreement or any amendment or supplement thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission) and provide each such Holder the opportunity to object to any information pertaining to such Holder and its plan of distribution that is contained therein and make the corrections reasonably requested by such Holder with respect to such information prior to filing the Registration Statement or such other registration statement or amendment or supplement thereto and (ii) such number of copies of the Registration Statement or such other registration statement and the prospectus or prospectus supplement included therein and any amendments and supplements thereto as such Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such Registration Statement or other registration statement;

(d) if applicable, use its commercially reasonable efforts to register or qualify the Registrable Securities covered by the Registration Statement or any other registration statement

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contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the applicable Holders or, in the case of an Underwritten Offering, the Managing Underwriter, shall reasonably request; provided, however, that the Partnership will not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action that would subject it to general service of process in any jurisdiction where it is not then so subject;

(e) promptly notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered by any of them under the Securities Act, of (i) the filing of the Registration Statement or any other registration statement contemplated by this Agreement or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such Registration Statement or any other registration statement or any post-effective amendment thereto, when the same has become effective; and (ii) the receipt of any written comments from the Commission with respect to any filing referred to in clause (i) and any written request by the Commission for amendments or supplements to the Registration Statement or any other registration statement or any prospectus or prospectus supplement thereto;

(f) immediately notify each Selling Holder of (i) the happening of any event as a result of which the prospectus or prospectus supplement contained in the Registration Statement or any other registration statement contemplated by this Agreement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus or prospectus supplement contained therein, in the light of the circumstances under which a statement is made); (ii) the issuance or express threat of issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any other registration statement contemplated by this Agreement, or the initiation of any proceedings for that purpose; or (iii) the receipt by the Partnership of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision of such notice, the Partnership agrees to as promptly as practicable amend or supplement the prospectus or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and to take such other commercially reasonable action as is necessary to remove a stop order, suspension, threat thereof or proceedings related thereto;

(g) upon request and subject to appropriate confidentiality obligations, furnish to each Selling Holder copies of any and all transmittal letters or other correspondence with the Commission or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of Registrable Securities;

(h) in the case of an Underwritten Offering, furnish upon request, (i) an opinion of counsel for the Partnership dated the date of the closing under the underwriting agreement and (ii) comfort letter(s) dated the pricing date of such Underwritten Offering and letter(s) of like kind dated the date of the closing under the underwriting agreement, in each case, signed by the

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independent public accountants who have certified the Partnership’s financial statements included or incorporated by reference into the applicable registration statement, and each of the opinion and the comfort letter shall be in customary form and covering substantially the same matters with respect to such registration statement (and the prospectus and any prospectus supplement included therein) as have been customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to the underwriters in Underwritten Offerings of securities by the Partnership and such other matters as such underwriters and Selling Holders may reasonably request;

(i) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;

(j) make available to the appropriate representatives of the Managing Underwriter and Selling Holders access to such information and Partnership personnel as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities Act; provided, that the Partnership need not disclose any non-public information to any such representative unless and until such representative has entered into a confidentiality agreement with the Partnership;

(k) cause all Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange or nationally recognized quotation system on which similar securities issued by the Partnership are then listed;

(l) use its commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Partnership to enable the Selling Holders to consummate the disposition of such Registrable Securities;

(m) provide a transfer agent for all Registrable Securities covered by such registration statement not later than the effective date of such registration statement;

(n) enter into customary agreements and take such other actions as are reasonably requested by the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of such Registrable Securities; and

(o) if requested by a Selling Holder, (i) incorporate in a prospectus or prospectus supplement or post-effective amendment to the Registration Statement or any other registration statement contemplated by this Agreement such information as such applicable Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering and (ii) make all required filings of such prospectus or prospectus supplement or post-effective amendment to the Registration Statement or any other registration statement contemplated by this Agreement after being notified of the matters to be incorporated in such prospectus or prospectus supplement or post-effective amendment.

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The Partnership will not name a Holder as an underwriter as defined in Section 2(a)(11) of the Securities Act in any registration statement without such Holder’s consent. If the staff of the Commission requires the Partnership to name any Holder as an underwriter as defined in Section 2(a)(11) of the Securities Act, and such Holder does not consent thereto, then such Holder’s Registrable Securities shall not be included on the Registration Statement, such Holder shall no longer be entitled to receive Liquidated Damages under this Agreement with respect thereto and the Partnership shall have no further obligations hereunder with respect to Registrable Securities held by such Holder.

Each applicable Holder, upon receipt of notice from the Partnership of the happening of any event of the kind described in subsection (f) of this Section 2.05, shall forthwith discontinue offers and sales of the Registrable Securities by means of a prospectus or prospectus supplement until such Holder’s receipt of the copies of the supplemented or amended prospectus or prospectus supplement contemplated by subsection (f) of this Section 2.05 or until it is advised in writing by the Partnership that the use of the prospectus or prospectus supplement may be resumed and has received copies of any additional or supplemental filings incorporated by reference in the prospectus or prospectus supplement, and, if so directed by the Partnership, such Holder will, or will request the Managing Underwriter, if any, to deliver to the Partnership all copies in their possession or control of the prospectus or prospectus supplement covering such Registrable Securities current at the time of receipt of such notice.

Section 2.06 Cooperation by Holders. The Partnership shall have no obligation to include Registrable Securities of a Holder in the Registration Statement or any other registration statement contemplated by this Agreement or in an Underwritten Offering pursuant to Section 2.02(a) who has failed to timely furnish such information that the Partnership determines, after consultation with counsel, is reasonably required in order for such registration statement or prospectus or prospectus supplement, as applicable, to comply with the Securities Act.

Section 2.07 Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees with the Partnership, if requested by the underwriters, to enter into a customary lock up agreement with underwriters of an Underwritten Offering providing such Holder will not effect any public sale or distribution of Registrable Securities during the 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (a) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (b) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $5.0 million of the then-outstanding Registrable Securities.

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Section 2.08 Expenses. The Partnership will pay all reasonable Registration Expenses as determined in good faith, including, in the case of an Underwritten Offering, whether or not any sale is made pursuant to such Underwritten Offering. Each Selling Holder shall pay its pro rata share of all Selling Expenses in connection with any sale of its Registrable Securities hereunder. In addition, except as otherwise provided in Section 2.09 hereof, the Partnership shall not be responsible for legal fees incurred by Holders in connection with the exercise of such Holders’ rights hereunder.

Section 2.09 Indemnification.

(a) By the Partnership. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Partnership will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus or prospectus supplement, in light of the circumstances under which such statement is made) contained in the Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus or prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the Partnership will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Registration Statement or such other registration statement contemplated by this Agreement, preliminary prospectus or prospectus supplement, free writing prospectus, final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person and shall survive the transfer of such securities by such Selling Holder.

(b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Partnership, the General Partner, its directors, officers, employees and agents and each Person, if any, who controls the Partnership within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of

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such Selling Holder expressly for inclusion in the Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus or prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.

(c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability that it may have to any indemnified party other than under this Section 2.09. In any action brought against any indemnified party, it shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 2.09 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the indemnifying party has failed to assume the defense or employ counsel reasonably acceptable to the indemnified party or (ii) if the defendants in any such action include both the indemnified party and the indemnifying party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no indemnifying party shall settle any action brought against any indemnified party with respect to which such indemnified party is entitled to indemnification hereunder without the consent of the indemnified party, unless the settlement thereof imposes no liability or obligation on, and includes a complete and unconditional release from all liability of, the indemnified party.

(d) Contribution. If the indemnification provided for in this Section 2.09 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable

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Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

(e) Other Indemnification. The provisions of this Section 2.09 shall be in addition to any other rights to indemnification or contribution that an indemnified party may have pursuant to law, equity, contract or otherwise.

Section 2.10 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Registrable Securities to the public without registration, the Partnership agrees to use its commercially reasonable efforts to:

(a) make and keep public information regarding the Partnership available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times from and after the date hereof;

(b) file with the Commission in a timely manner all reports and other documents required of the Partnership under the Exchange Act at all times from and after the date hereof; and

(c) so long as a Holder owns any Registrable Securities, furnish, unless otherwise available via EDGAR, to such Holder forthwith upon request a copy of the most recent annual or quarterly report of the Partnership, and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without registration.

Section 2.11 Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to the Purchasers by the Partnership under this Article II may be transferred or assigned by any Purchaser to one or more transferees or assignees of Registrable Securities; provided, however, that (a) unless the transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such Purchaser, the amount of Registrable Securities transferred or assigned to such transferee or assignee shall represent at least $5.0 million of Registrable Securities (based on the Common Unit Price), (b) the Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the securities

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with respect to which such registration rights are being transferred or assigned and (c) each such transferee or assignee assumes in writing responsibility for its portion of the obligations of such Purchaser under this Agreement.

Section 2.12 Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of a majority of the Registrable Securities, enter into any agreement with any current or future holder of any securities of the Partnership that would allow such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership on a basis other than pari passu with, or expressly subordinate to the rights of, the Holders of Registrable Securities hereunder.

ARTICLE III

MISCELLANEOUS

Section 3.01 Communications. All notices and other communications provided for or permitted hereunder shall be made in writing by facsimile, electronic mail, courier service or personal delivery:

(a) if to a Purchaser:

To the respective address listed on Schedule A hereof

with a copy to:

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, TX 77002

Attention: Ryan Maierson

Facsimile: 713.546.5401

Email: ryan.maierson@lw.com

(b) if to a transferee of a Purchaser, to such Holder at the address provided pursuant to Section 2.11 above; and

(c) if to the Partnership:

Arc Logistics Partners LP

725 Fifth Avenue

19^th Floor

New York, NY 10022

Attention: Steven Schnitzer

Facsimile: 212.993.1299

Email: sschnitzer@arcxlp.com

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with a copy to:

Vinson & Elkins L.L.P.

666 Fifth Avenue

26^th Floor

New York, NY 10103

Attention: Brenda Lenahan

Facsimile: 917.849.5360

Email: blenahan@velaw.com

All such notices and communications shall be deemed to have been received at the time delivered by hand, if personally delivered; when sent by confirmed facsimile or electronic mail if sent during normal business hours, but if not, then on the next Business Day; and when actually received, if sent by courier service or any other means.

Section 3.02 Successor and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties, including subsequent Holders of Registrable Securities to the extent permitted herein.

Section 3.03 Transfers and Assignment of Rights. All or any portion of the rights and obligations of any Purchaser under this Agreement may be transferred or assigned by such Purchaser only in accordance with Section 2.11 hereof.

Section 3.04 Recapitalization, Exchanges, Etc. Affecting the Registrable Securities. The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all securities of the Partnership or any successor or assign of the Partnership (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, splits, recapitalizations, pro rata distributions and the like occurring after the date of this Agreement.

Section 3.05 Aggregation of Registrable Securities. All Registrable Securities held or acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability of any rights and applicability of any obligations under this Agreement.

Section 3.06 Specific Performance. Damages in the event of breach of this Agreement by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any such Person from pursuing any other rights and remedies at law or in equity that such Person may have.

Section 3.07 Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement.

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Section 3.08 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

Section 3.09 Governing Law. THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.

Section 3.10 Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting or impairing the validity or enforceability of such provision in any other jurisdiction.

Section 3.11 Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the rights granted by the Partnership set forth herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

Section 3.12 Amendment. This Agreement may be amended only by means of a written amendment signed by the Partnership and the Holders of a majority of the then outstanding Registrable Securities; provided, however, that no such amendment shall materially and adversely affect the rights of any Holder hereunder without the consent of such Holder.

Section 3.13 No Presumption. If any claim is made by a party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or its counsel.

Section 3.14 Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Purchasers (and their permitted transferees and assignees) and the Partnership shall have any obligation hereunder and that, notwithstanding that one or more of the Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Purchasers under this

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Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of a Purchaser hereunder.

Section 3.15 Independent Nature of Purchaser’s Obligations. The obligations of each Purchaser (and their permitted transferees and assignees) under this Agreement are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement. Nothing contained herein, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.

Section 3.16 Interpretation. All references to “Articles” and “Sections” shall be deemed references to this Agreement, unless otherwise specified. All references to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to.” Whenever any determination, consent or approval is to be made or given by a Holder under this Agreement, such action shall be in such Holder’s sole discretion unless otherwise specified.

[Signature pages to follow]

18

IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.

ARC LOGISTICS PARTNERS LP
By:	ARC LOGISTICS GP LLC
	its General Partner
By:
Name:
Title:

Signature Page to Registration Rights Agreement

[UNITHOLDER]
By:
	Name:
	Title:

Signature Page to Registration Rights Agreement

Schedule A – Purchaser Name; Notice and Contact Information; Opt-Out

Schedule A to Registration Rights Agreement

EXHIBIT C

Arc Logistics GP LLC

Officers’ Certificate

Pursuant to Section 2.4 of the Unit Purchase Agreement, dated as of February [19], 2015 (the “Purchase Agreement”) by and among Arc Logistics Partners LP, a Delaware limited partnership (the “Partnership”), and each of the purchasers named therein, the undersigned officers of Arc Logistics GP LLC hereby certify on behalf of the Partnership as follows (terms used but not defined herein have the meanings assigned to them in the Purchase Agreement):

(A) The Partnership has performed and complied in all material respects with the covenants and agreements contained in the Purchase Agreement that are required to be performed and complied with by the Partnership on or prior to the date hereof.

(B) The representations and warranties of the Partnership contained in the Purchase Agreement that are qualified by materiality or Partnership Material Adverse Effect are true and correct as of the date hereof and all other representations and warranties of the Partnership contained in the Purchase Agreement are true and correct in all material respects as of the date hereof, except that representations or warranties made as of a specific date are true and correct as of such date only.

[The remainder of this page is intentionally left blank.]

C-1

IN WITNESS WHEREOF, the undersigned have executed this Certificate this      day of [            ], 2015.

Vincent T. Cubbage

Chief Executive Officer

Bradley K. Oswald

Chief Financial Officer

[OFFICERS’ CERTIFICATE – SIGNATURE PAGE]

EXHIBIT D

Purchasers’

Officer’s Certificate

Pursuant to Section 2.5 of the Unit Purchase Agreement, dated as of February [19], 2015 (the “Purchase Agreement”) by and among Arc Logistics Partners LP, a Delaware limited partnership, [            ] (the “Purchaser”) and each of the other purchasers set forth therein, the undersigned hereby certifies on behalf of the Purchaser as follows (terms used but not defined herein have the meanings assigned to them in the Purchase Agreement):

(A) The Purchaser has performed and complied in all material respects with the covenants and agreements contained in the Purchase Agreement that are required to be performed and complied with by such Purchaser on or prior to the date hereof.

(B) The representations and warranties of such Purchaser contained in the Purchase Agreement that are qualified by materiality or Purchaser Material Adverse Effect are true and correct as of the date hereof and all other representations and warranties of such Purchaser contained in the Purchase Agreement are true and correct in all material respects as of the date hereof, except that representations or warranties made as of a specific date are true and correct as of such date only.

[The remainder of this page is intentionally left blank.]

D-1

IN WITNESS WHEREOF, the undersigned have executed this Certificate this      day of [            ], 2015.

[PURCHASER]
By:
	Name:
	Title:

[OFFICER’S CERTIFICATE – PURCHASER]

EX-10.5

Exhibit 10.5

February 19, 2015

Arc Terminals Holdings LLC

3000 Research Forest Drive, Suite 250

The Woodlands, Texas 77381

Attention: Vincent T. Cubbage

Arc Terminals Holdings LLC

Acquisition Credit Facility

Commitment Letter

Ladies and Gentlemen:

Arc Terminals Holdings LLC (the “Company” or “you”) has advised SunTrust Bank and SunTrust Robinson Humphrey, Inc. (the “Lead Arranger” and, together with SunTrust Bank, “SunTrust” or “we”) that the Company is seeking certain amendments (collectively, the “Amendment”) to that certain Second Amended and Restated Revolving Credit Agreement, dated as of November 12, 2013 (as amended to date, the “Existing Credit Agreement”), by and among the Company, the lenders from time to time party thereto (collectively, the “Existing Lenders”) and SunTrust Bank, as administrative agent for the Existing Lenders (in such capacity, the “Administrative Agent”), which Amendment shall, among other things, (a) permit the acquisition (the “Acquisition”) by the Company, either directly or indirectly, of sixty percent (60%) of the membership interests of Joliet Bulk, Barge & Rail LLC (the “Acquired Business”) pursuant to that certain Membership Interest Purchase Agreement, dated as of February 19, 2015 (as amended, supplemented or otherwise modified, the “Purchase Agreement”), between Arc Terminals Joliet Holdings LLC, a subsidiary of the Company (the “Buyer”), and CenterPoint Properties Trust (the “Seller”) and (b) provide incremental financing to fund a portion of the Acquisition.

This letter agreement and the Summary of Principal Terms and Conditions attached hereto as Annex I (the “Incremental Term Sheet”) describes the general terms and conditions for an incremental senior secured credit facility, which will be comprised of an increase to the revolving credit facility set forth in the Existing Credit Agreement (such increase, the “Incremental Facility”) in up to an amount such that the aggregate amount of all outstanding loans and commitments under the Existing Credit Agreement (as amended by the Amendment) will not exceed $275,000,000. In addition, you have requested that SunTrust Bank provide an underwritten commitment for a backstop senior secured credit facility of up to $275,000,000 (the “Backstop Facility” and, together with the Incremental Facility (or either individually, as the context shall require), the “Acquisition Credit Facility”) to be provided to the Company in order to refinance the Existing Credit Agreement in the event that the Company is unable to obtain the consents of the requisite Existing Lenders for the Amendment, as more fully described in the Summary of Principal Terms and Conditions attached hereto as Annex II (the “Backstop Term Sheet” and, together with the Incremental Term Sheet, the “Term Sheet”). The Company further intends to raise an amount to be determined in common equity (the “Arc Equity Contribution”), which will be directly or indirectly contributed to the Buyer. In addition, an affiliate of General Electric Capital Corporation (“GE Capital”) intends to contribute an amount to be determined to the Buyer (the “GE Equity Contribution”)

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in connection with the consummation of the Acquisition. All transactions described above, together with the financing contemplated hereby, shall be referred to herein as the “Transactions”. Capitalized terms used in this letter but not defined herein shall have the meanings given to them in the Incremental Term Sheet or the Backstop Term Sheet, as applicable.

A. Commitment

SunTrust Bank is pleased to commit to provide 100% of the principal amount of each of the Acquisition Credit Facilities described and defined in the Term Sheet, subject to the terms and conditions set forth in this letter and the Term Sheet (collectively, this “Commitment Letter”).

B. Syndication

The Lead Arranger reserves the right, before or after the execution of the definitive documentation for the Acquisition Credit Facility (collectively, the “Financing Documentation”), to syndicate all or a portion of SunTrust Bank’s commitments to one or more other financial institutions reasonably acceptable to the Company that will become parties to the Financing Documentation (such financial institutions, together with the Existing Lenders, the “Lenders”); provided that, notwithstanding SunTrust Bank’s right to syndicate the Acquisition Credit Facility and receive commitments with respect thereto, (x) SunTrust shall not be relieved, released or novated from its obligations hereunder (including its obligation to fund the Acquisition Credit Facility on the Closing Date) in connection with any syndication, assignment or participation of the Acquisition Credit Facility, including its commitments in respect thereof, until after the Closing Date has occurred, (y) no assignment or novation shall become effective with respect to all or any portion of SunTrust Bank’s commitments in respect of the Acquisition Credit Facility until the initial funding thereof and (z) unless SunTrust and the Company otherwise agree in writing, SunTrust Bank shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Acquisition Credit Facility, including all rights with respect to consents, modifications, supplements, waivers and amendments, until a Successful Syndication (as defined in the Fee Letter (as defined below)) has occurred. The Company understands that the Lead Arranger intends to commence such syndication efforts promptly and the Lead Arranger may elect to appoint one or more agents to assist it in such syndication efforts.

You hereby appoint SunTrust Robinson Humphrey, Inc. to act, and the Lead Arranger agrees to act, as lead arranger and book manager for the Acquisition Credit Facility, subject to the terms and conditions of this Commitment Letter. The Lead Arranger will manage all aspects of the syndication of the Acquisition Credit Facility in consultation with the Company, including the timing of all offers to potential Lenders, the determination of all amounts offered to potential Lenders, the selection of Lenders (subject to the approval of the Company, such approval not to be unreasonably withheld), the allocation of commitments among the Lenders, and the determination of compensation and titles (such as co-agent, managing agent, etc.), if any, to be given such Lenders. It is agreed that no other agents, co-agents or arrangers will be appointed, or other titles conferred, except as mutually agreed to by the Company and by the Lead Arranger, and that no Lender will receive any compensation for its commitment to, or participation in, the Acquisition Credit Facility or the Amendment except as expressly set forth in the Term Sheet or the Fee Letter or as otherwise mutually agreed to by the Company and by the Lead Arranger.

Without limiting the Company’s obligations to assist with the marketing and syndication efforts as set forth herein, it is understood that SunTrust Bank’s commitments hereunder are not conditioned upon the syndication of, or receipt of commitments from other Lenders in respect of, the Acquisition Credit Facility and in no event shall the commencement or successful completion of syndication of the Acquisition Credit Facility constitute a condition to the availability of the Acquisition Credit Facility on the Closing Date.

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Until the later of (i) the Closing Date and (ii) the earlier of (A) the date upon which a Successful Syndication is achieved and (B) 90 days after the Closing Date, the Company agrees to actively assist the Lead Arranger in attempting to complete a timely syndication of the Acquisition Credit Facility and shall take all action as the Lead Arranger may reasonably request related thereto. The Company’s assistance shall include (i) making available senior management, representatives and advisors of the Company, Arc Logistics Partners LLP (the “MLP”), Arc Logistics GP LLC (together with the MLP, the “MLP Affiliates”) and their respective subsidiaries (and shall request the Seller to make available its senior management, representatives and advisors involved in the Transactions or otherwise substantively involved in the development of the Acquired Business) to participate in meetings with potential Lenders and to provide information to potential Lenders at such times and places as are mutually agreed upon; (ii) ensuring that the syndication effort benefits from the existing lending relationships of the Company, the MLP Affiliates and their respective subsidiaries, and using commercially reasonable efforts to ensure that the syndication effort benefits from the existing lending relationships, if any, of the Acquired Business; (iii) assisting in the preparation of customary marketing materials (which may include an information memorandum, if requested by the Lead Arranger) to be used in connection with the syndication, in form and substance reasonably acceptable to the Lead Arranger and the Company, at least 20 days prior to the closing of the Acquisition Credit Facility; (iv) preparing and providing to the Lead Arranger (and requesting the Seller, with respect to the Acquired Business, to prepare and provide to the Lead Arranger) all information with respect to the Company, the Acquired Business, their respective subsidiaries and the Transactions, including, without limitation, all financial information and projections (the “Projections”), reasonably requested by the Lead Arranger that is usual and customary in financings of this type; and (v) furnishing to us an electronic version of the Company’s trademarks, service marks and corporate logo for use in marketing materials for the purpose of facilitating the syndication of the Acquisition Credit Facility; provided that such license shall be used solely for the purpose described above, is granted without any fee and may not be assigned or transferred.

For the avoidance of doubt, the Company will not be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation, or any obligation of confidentiality binding upon the Company, the Acquired Business or any of their respective affiliates. Notwithstanding anything herein to the contrary, the only financial statements that shall be required to be provided to SunTrust with respect to the Acquired Business in connection with the syndication of the Acquisition Credit Facility shall be such financial statements, if any, made available to the Company pursuant to the Purchase Agreement.

To ensure an orderly and effective syndication of the Acquisition Credit Facility, the Company agrees that, until the earlier of (A) the date upon which a Successful Syndication is achieved and (B) 90 days after the Closing Date, the Company and the Guarantors (as defined in the Existing Credit Agreement) shall not, and shall not permit their respective subsidiaries to, arrange, sell, syndicate or issue any credit facilities or debt security (including any renewals thereof) except with the prior written consent of the Lead Arranger (excluding any indebtedness outstanding under the Existing Credit Agreement and excluding the ongoing ordinary course short-term working capital facilities and ongoing ordinary course capital lease, purchase money and equipment financings of the Company and its subsidiaries and any other indebtedness permitted to be borrowed under the Existing Credit Agreement (other than the Qualified Senior Notes (as defined therein))).

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C. Conditions Precedent

The undertakings and obligations of SunTrust under this Commitment Letter and the commitment hereunder to fund the Acquisition Credit Facility on the Closing Date are subject only to (i) the accuracy in all material respects of all Specified Acquisition Representations and Specified Representations; (ii) a closing of the Acquisition Credit Facility on or prior to May 18, 2015 unless mutually extended by the Company and SunTrust; and (iii) the satisfaction of the other conditions precedent set forth (x) in the case of the Incremental Facility, in the Incremental Term Sheet under the section “Conditions to Closing” and (y) in the case of the Backstop Facility, in the Backstop Term Sheet under the section “Conditions to Closing”; and upon satisfaction (or waiver by SunTrust) of such conditions, the initial funding of the Acquisition Credit Facility shall occur. It is understood and agreed that there are no other conditions (implied or otherwise) to the commitment hereunder to fund the Acquisition Credit Facility, including compliance with any other terms of this Commitment Letter, the Fee Letter or the Financing Documentation.

Notwithstanding anything in this Commitment Letter, the Fee Letter, the Financing Documentation or any other letter agreement or other undertaking concerning the financing of the Acquisition to the contrary, (i) the only representations with respect to the Company, the Acquired Business and their respective subsidiaries and their respective businesses and assets, the accuracy of which shall be a condition to the availability of the Acquisition Credit Facility on the Closing Date, shall be (A) such of the representations with respect to the Acquired Business in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Buyer has the right to terminate its obligations under the Purchase Agreement as a result of a breach of one or more of such representations in the Purchase Agreement (the “Specified Acquisition Representations”) and (B) the Specified Representations (as defined below) in the Financing Documentation and (ii) the terms of the Financing Documentation shall be in a form such that they do not impair the availability of the Acquisition Credit Facility on the Closing Date if the applicable conditions set forth in the section entitled “Conditions to Closing” in the applicable Term Sheet are satisfied (the “Certain Funds Provisions”). For purposes hereof, “Specified Representations” means the representations and warranties of the Company and its affiliates set forth in the Financing Documentation (which such representations and warranties will be substantially the same as those set forth in the Existing Credit Agreement, subject to the Documentation Principles) relating to legal existence; power and authority, due authorization, execution and delivery, validity and enforceability, in each case, related to the entering into and performance of the Financing Documentation; no conflicts of the Financing Documentation with respect to organizational documents; solvency on the Closing Date of the Company and its subsidiaries; Federal Reserve margin regulations; the Investment Company Act; the PATRIOT Act; and creation, validity and perfection of security interests in the equity interests of the Buyer owned, directly or indirectly, by the Company.

D. Information Requirements

You represent and warrant to SunTrust that (i) all written information, other than in connection with the Projections and other than information of a general economic or industry specific nature, that has been or will be made available to SunTrust or any of the Lenders by the Company and its subsidiaries or any of their respective representatives (or on your or their behalf) in connection with the Acquisition Credit Facility or the Financing Documentation (such written information, collectively, the “Information”), when taken as a whole, is or will be when furnished correct in all material respects and does not or will not, when furnished and when taken as a whole (and when taken as a whole with all information in respect of the MLP as filed with the Securities Exchange Commission under any current or

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periodic report), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (giving effect to all supplements and updates thereto prior to the Closing Date and, in the case of Information supplemented or updated after the Closing Date, prior to when a Successful Syndication is achieved); and (ii) the Projections have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time furnished; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized and that actual results during the period covered by any such Projections may differ from the projected results and such differences may be material. You agree that if, at any time prior to the later of (i) the Closing Date and (ii) the earlier of (A) the date a Successful Syndication is achieved and (B) 90 days after the Closing Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect if the Information and the Projections were being furnished, and such representations were being made, at such time, then you will use commercially reasonable efforts to supplement the Information and the Projections so that (with respect to the Information relating to the Acquired Business and its subsidiaries, to the best of your knowledge) the representation and warranty contained in this paragraph remains correct in all material respects. In issuing the commitments and undertakings hereunder and in arranging and syndicating the Acquisition Credit Facility, SunTrust Bank and the Lead Arranger are relying on the accuracy of the Information and the Projections without independent verification thereof.

E. Fees and Expenses; Indemnification

1. Fees and Expenses. In addition to the fees described in the Term Sheet, you will pay at the times specified therein the fees set forth in that certain letter agreement dated as of the date hereof, executed by SunTrust Bank and the Lead Arranger and acknowledged and agreed to by the Company relating to this Commitment Letter (the “Fee Letter”). You also agree to pay or reimburse SunTrust on demand for any other fees mutually agreed to by the Company and SunTrust and all reasonable and documented out-of-pocket costs and expenses incurred by SunTrust (whether incurred before or after the date hereof) in connection with the Acquisition Credit Facility, the preparation of the Financing Documentation and the syndication thereof, including, without limitation, reasonable fees and disbursements of its counsel, regardless of whether the Acquisition Credit Facility closes. You will also pay all documented out-of-pocket costs and expenses of SunTrust (including, without limitation, reasonable fees and disbursements of its counsel) incurred in connection with the enforcement of any of its rights and remedies hereunder, in each case on terms substantially the same as those set forth in the Existing Credit Agreement.

2. Indemnification. You will indemnify and hold harmless the Lead Arranger, SunTrust Bank, their respective affiliates and their respective directors, officers, employees, agents, representatives, legal counsel and consultants (each, an “Indemnified Person”) against, and to reimburse each Indemnified Person upon its demand for, any losses, claims, damages, liabilities or other reasonable and documented out-of-pocket expenses (“Losses”) incurred by such Indemnified Person or asserted against such Indemnified Person by the Company, the Acquired Business, any of their subsidiaries or affiliates or any other person or party arising out of or in connection with this Commitment Letter, the Fee Letter, the Financing Documentation, the Acquisition Credit Facility, the use of the proceeds thereof, the Acquisition or any related transaction, or any claim, litigation, investigation or proceeding relating to any of the foregoing, and to reimburse each Indemnified Person upon demand for any reasonable and documented out-of-pocket legal or other expenses (limited to one primary counsel for the Indemnified Persons collectively and, if necessary in the Indemnified Persons’ reasonable determination, one local counsel in each appropriate jurisdiction and one regulatory counsel and, solely, in the event of a conflict of interest,

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one additional primary counsel (and, if necessary, one additional local counsel in each appropriate jurisdiction and one additional regulatory counsel)) incurred in connection with investigating or defending any of the foregoing; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses to the extent resulting from (x) the gross negligence or willful misconduct of such Indemnified Person, (y) a claim brought solely between or among Indemnified Persons (other than a claim against the Administrative Agent or the Lead Arranger acting pursuant to this Commitment Letter or in their capacity as such or any of their respective affiliates or their respective directors, officers, employees, agents, representatives, legal counsel or consultants) not arising from any act or omission by you or any of your affiliates or (z) a claim brought by the Company or any of its subsidiaries against an Indemnified Person for a material or bad faith breach of such Indemnified Person’s material obligations hereunder (in each case of the foregoing clauses (x), (y) and (z), as determined by a court of competent jurisdiction in a final and non-appealable judgment).

The Company shall not, without the prior written consent of any Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Person is a party and indemnity has been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such indemnity. The Company shall not be liable for any settlement of any pending or threatened proceeding effected without the Company’s written consent (such consent not to be unreasonably withheld or delayed). No Indemnified Person shall be responsible or liable for any damages arising from the use by others of the Information or other materials obtained through electronic telecommunications or other information transmission systems (other than as a result of willful misconduct, bad faith or gross negligence of such Indemnified Person). Neither any Indemnified Person nor the Company shall be liable for any special, indirect, punitive, exemplary or consequential damages that may be alleged as a result of this Commitment Letter, the Fee Letter, the Financing Documentation, the Acquisition Credit Facility, the use of proceeds thereof, the Acquisition or any related transaction. Neither any Indemnified Person nor the Company shall be liable for any indirect or consequential damages in connection with its activities related to the Acquisition Credit Facility or the Financing Documentation.

F. Miscellaneous

1. Termination. This Commitment Letter and all commitments and undertakings of SunTrust under this Commitment Letter shall expire at 5:00 p.m., Atlanta, Georgia time, on February 17, 2015 unless by such time the Company both executes and delivers to SunTrust this Commitment Letter and the Fee Letter. Thereafter, unless mutually extended by SunTrust and the Company, all commitments and obligations of SunTrust under this Commitment Letter will terminate at 5:00 p.m. on May 18, 2015 unless the Financing Documentation related to the Acquisition Credit Facility has been executed and delivered on or prior to such date.

2. No Third-Party Beneficiaries. This Commitment Letter is solely for the benefit of the Company, SunTrust and the Indemnified Persons, and no provision hereof shall be deemed to confer rights on any other person or entity.

3. No Assignment; Amendment. This Commitment Letter and the Fee Letter may not be assigned by any party hereto or thereto to any other person or entity. All of the obligations of each party hereto or thereto under this Commitment Letter or the Fee Letter shall be binding upon the successors and permitted assigns of such party. This Commitment Letter and the Fee Letter may not be amended or modified except in writing executed by each of the parties hereto.

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4. Use of Name and Information. You agree that, other than disclosures permitted pursuant to paragraph 7 below, any references to SunTrust or any of its affiliates made in connection with the Acquisition Credit Facility or the Financing Documentation are subject to the prior approval of SunTrust, which approval shall not be unreasonably withheld, conditioned or delayed. After the Closing Date, SunTrust shall be permitted to use information related to the syndication and arrangement of the Acquisition Credit Facility in connection with marketing, press releases or other transactional announcements or updates provided to investor or trade publications, including, without limitation, the placement of “tombstone” advertisements in publications of its choice at its own expense.

5. Governing Law. This Commitment Letter and the Fee Letter will be governed by and construed in accordance with the laws of the state of New York; provided that (A) the determination of the accuracy of the Specified Acquisition Representations and whether, as a result of a breach thereof, the Buyer has the right to terminate its obligations under the Purchase Agreement and (B) the determination as to whether the Acquisition has been consummated in accordance with the Purchase Agreement shall, in each case, be governed by and construed in accordance with the laws of the state of Delaware without regard to the principles of conflicts of laws thereof. Each of the Company and SunTrust irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or related to this Commitment Letter, the Fee Letter, the Financing Documentation, the Acquisition Credit Facility, the use of proceeds thereof or the actions of SunTrust in the negotiation, performance or enforcement hereof. Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York county or the United States District Court for the Southern District of New York for the purpose of any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter, the Financing Documentation, the Acquisition Credit Facility or the use of proceeds thereof and irrevocably agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in any such court. Each of the Company and SunTrust irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts to whose jurisdiction the Company or SunTrust are or may be subject, by suit upon judgment. Service of any process, summons, notice or document on the Company may be made by registered mail addressed to the Company at the address appearing at the beginning of this letter for any suit, action or proceeding brought in any such court pursuant to this Commitment Letter. Each of the parties hereto agree that this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Financing Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the funding of the Acquisition Credit Facility is subject only to the conditions precedent as provided herein and in the Term Sheet.

6. Survival. The obligations of the Company under the expense reimbursement, indemnification, confidentiality and governing law provisions of this Commitment Letter shall survive the expiration and termination of this Commitment Letter, but the Company’s indemnification obligations and agreements in Section E will be superseded by the indemnification provisions in the Financing Documentation on the closing of the Acquisition Credit Facility. The Company’s obligations under the expense reimbursement and governing law provisions shall survive for one year following termination of this Commitment Letter.

7. Confidentiality. The Company shall not disclose or permit disclosure of this Commitment Letter, the Fee Letter nor the contents of the foregoing to any person or entity (including, without limitation, any Lender other than SunTrust Bank), either directly or indirectly, either orally or in

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writing, without the prior written consent of SunTrust in each instance, except (i) to the Company’s affiliates, to the Company’s and such affiliates’ respective members, officers, directors, advisors (including accountants), agents and legal counsel and to any owner or proposed owner of the Buyer (including GE Capital) and their respective members and other equity holders, officers, directors, advisors (including accountants), agents and legal counsel, in each case to the extent directly involved in the transactions contemplated hereby and, in each case, on a confidential basis, (ii) with respect to the Commitment Letter (but not the Fee Letter), to the Acquired Business and its subsidiaries, its controlling shareholders and their respective officers, directors, agents, employees, attorneys, accountants, customers, advisors, controlling persons or equity holders on a confidential basis, (iii) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process, including United States securities laws and the rules and regulations promulgated thereunder and the rules and regulations of any national securities exchange on which the securities of the MLP are listed (in which case the Company, to the extent not prohibited by law, agrees to inform SunTrust promptly thereof) or (iv) upon the request or demand of any regulatory authority having jurisdiction over the Company or any of its affiliates (in which case the Company, to the extent not prohibited by law, agrees to inform SunTrust promptly thereof). Notwithstanding the foregoing, (i) the Company may disclose the aggregate fee amounts contained in the Fee Letter as part of the Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the transactions contemplated hereby to the extent customary or required in marketing materials for the Acquisition Credit Facility and (ii) to the extent fee amounts, price caps and economic “flex” set forth therein have been redacted in a manner to be reasonably agreed by SunTrust, the Company may disclose the Fee Letter and the contents thereof to the Acquired Business, its subsidiaries, its controlling shareholders and their respective officers, directors, agents, employees, attorneys, accountants, advisors, controlling persons or equity holders, on a confidential and need-to-know basis. The confidentiality provisions set forth in this paragraph shall survive the termination of this Commitment Letter and, other than with respect to the Fee Letter, shall expire and be of no further effect after the second anniversary of the date hereof.

We agree to take normal and reasonable precautions to maintain the confidentiality of any information relating to the Company, the Acquisition or the related transactions, to the extent provided to us by the Company, the Acquired Business or any of their respective affiliates, other than any such information that is available to us on a non-confidential basis prior to disclosure by any such party, except that such information may be disclosed (i) to our affiliates and their and our respective managers, administrators, trustees, partners, directors, officers, employees, agents, advisors or other representatives including, without limitation, accountants, legal counsel and other advisors, in each case so long as such person is advised that such information is confidential and may not be used for any purpose other than in connection with the transactions contemplated by this Commitment Letter and may not be disclosed to any other person, (ii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iii) to the extent requested by any regulatory agency or authority purporting to have jurisdiction over it (including any self-regulatory authority such as the National Association of Insurance Commissioners), (iv) to the extent that such information becomes publicly available other than as a result of a breach of this paragraph, or which becomes available to us or any of our affiliates on a non-confidential basis from a source other than the Company, the Acquired Business or any of their respective affiliates, (v) in connection with the exercise of any remedy hereunder or under the Fee Letter or any suit, action or proceeding relating to this Commitment Letter or the Fee Letter or the enforcement of rights hereunder or thereunder, (vi) subject to execution by such person of an agreement containing provisions substantially the same as those of this paragraph, to any potential or prospective Lender, participant or assignee in the Acquisition Credit Facility, (vii) to any rating agency, (viii) to the CUSIP Service Bureau or any similar organization or (ix) with the consent of the Company. Any person required to maintain the confidentiality of any information as provided for in this paragraph shall be considered to have complied

Arc Terminals Holdings LLC

February 19, 2015

Page 9

with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such information as such person would accord its own confidential information. In the event that the Acquisition Credit Facility is funded, the obligations set forth in this paragraph shall terminate automatically and be superseded by the confidentiality provisions in the Financing Documentation upon the initial funding thereunder to the extent such provisions are binding on us, as applicable. Otherwise, the confidentiality provisions set forth in this paragraph shall survive the termination of this Commitment Letter and shall expire and be of no further effect after the second anniversary of the date hereof.

8. No Fiduciary Duty. SunTrust is a full service securities firm and such person may from time to time effect transactions, for its own or its affiliates’ account or the account of customers, and hold positions in loans, securities or options on loans or securities of you, your affiliates and of other companies that may be the subject of the transactions contemplated by this Commitment Letter. The Company acknowledges and agrees that (i) the commitment to and syndication of the Acquisition Credit Facility by SunTrust pursuant to this Commitment Letter is an arm’s-length commercial transaction between the Company, on the one hand, and SunTrust, on the other, and you are capable of evaluating and understanding, and do understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter; (ii) in connection with the transactions contemplated hereby and the process leading to such transactions, SunTrust is and has been acting solely as a principal, and not as advisor, agent or fiduciary of the Company, its affiliates or any other party; (iii) SunTrust has not assumed an advisory responsibility or fiduciary duty in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether SunTrust has advised or is currently advising the Company on other matters) and SunTrust has no obligation to the Company except those expressly set forth in this Commitment Letter; (iv) SunTrust and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and its affiliates, and SunTrust has no obligation to disclose any of such interests by virtue of any fiduciary or advisory relationship as a consequence of this Commitment Letter; and (v) SunTrust has not provided any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company waives and releases, to the fullest extent permitted by law, any claims that it may have against SunTrust with respect to any breach or alleged breach of fiduciary duty as a consequence of this Commitment Letter.

9. Swaps. Nothing herein constitutes an offer or recommendation to enter into any “swap” or trading strategy involving a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. Any such offer or recommendation, if any, will only occur after we have received appropriate documentation from you regarding whether you are qualified to enter into a swap under applicable law.

10. Counterparts. This Commitment Letter and the Fee Letter may be executed in multiple counterparts, and by different parties hereto in any number of separate counterparts, all of which taken together shall constitute one original. Delivery of an executed counterpart of a signature page to this Commitment Letter or the Fee Letter by telecopier or by electronic transmission (in pdf form) shall be as effective as delivery of a manually executed counterpart hereof.

11. Entire Agreement. This Commitment Letter and the Fee Letter embody the entire agreement and understanding among SunTrust, the Company and their affiliates with respect to the Acquisition Credit Facility, the Financing Documentation and the Transactions, and supersede all prior understandings and agreements among the parties relating to the subject matter hereof. However, those matters not covered or made clear herein or in the Term Sheet are subject to mutual agreement of the parties.

Arc Terminals Holdings LLC

February 19, 2015

Page 10

12. Patriot Act. SunTrust hereby notifies the Company that, pursuant to the requirements of the USA Patriot Improvement and Reauthorization Act of 2005, Title III of Pub. L. 109-177 (signed into law March 9, 2006) (the “Patriot Act”), it and its affiliates are required to obtain, verify and record information that identifies the Company, which information includes the name, address, tax identification number and other information regarding the Company that will allow SunTrust to identify the Company in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective for SunTrust and its affiliates.

We look forward to working with you on this important transaction.

SUNTRUST BANK
By:	/s/ Scott Mackey
Name:	Scott Mackey
Title:	Director
SUNTRUST ROBINSON HUMPHREY, INC.
By:	/s/ Peter Almond
Name:	Peter Almond
Title:	Managing Director

Signature Page – Commitment Letter

ACCEPTED AND AGREED
this 19th day of February, 2015
ARC TERMINALS HOLDINGS LLC
By:	Arc Logistics LLC, its sole member
	By:	Arc Logistics Partners LP, its sole member
		By:	Arc Logistics GP LLC, its general member
By:	/s/ Vince T. Cubbage
Name:	Vince T. Cubbage
Title:	Chief Executive Officer

Signature Page – Commitment Letter

Annex I

Summary of Principal Terms and Conditions of

Incremental Facility

Borrower:	Arc Terminals Holdings LLC (the “Borrower”).
Guarantors:	Arc Logistics Partners LP, Arc Logistics LLC and all existing and future direct and indirect domestic subsidiaries of the Borrower (other than the Buyer and any direct or indirect subsidiaries thereof).
Lead Arranger and Bookrunner:	SunTrust Robinson Humphrey, Inc. (with any other lead arrangers and bookrunners as mutually agreed to by the Borrower and SunTrust Robinson Humphrey, Inc., the “Lead Arranger”).
Administrative Agent:	SunTrust Bank (the “Administrative Agent”).
Lenders:	A syndicate of financial institutions (including SunTrust Bank) arranged by the Lead Arranger, which institutions shall be acceptable to the Borrower and the Administrative Agent (together, the “Lenders”).
Existing Credit Facility:	A senior secured revolving credit facility consisting of the commitments under the Existing Credit Agreement (as defined below) (the “Existing Credit Facility”).
Incremental Facility:	An incremental revolving credit facility (the “Incremental Facility”) in an amount such that, after consummation of the Amendment, the aggregate outstanding commitments will equal $275,000,000. For the avoidance of doubt, the Incremental Facility shall constitute an Incremental Commitment under the Existing Credit Agreement and, after consummation of the Amendment, up to $100,000,000 of further Incremental Commitments will be available.
	The Existing Credit Facility and the Incremental Facility are collectively referred to herein as the “Senior Credit Facility”.
Purpose:	Proceeds of the Incremental Facility (in up to an amount equal to or less than the difference between (a) the amount that would not cause the Total Leverage Ratio (as defined in the Existing Credit Agreement after giving effect to the Documentation Principles), calculated on a pro forma basis after giving effect to the consummation of the Transactions and the initial funding of the Incremental Facility, to exceed 4.75:1.00 minus (b) any Pro Rata Purchase Price Reduction (as defined below)), together with the proceeds of the Arc Equity Contribution, shall be used on the date that the initial funding under the Incremental Facility occurs (the “Closing Date”) (i) to finance, directly or indirectly, the acquisition (the “Acquisition”) of 60% of the membership interests of Joliet Bulk, Barge & Rail LLC (the “Acquired Business”) and (ii) to pay fees, costs and expenses incurred by the Borrower and its affiliates in connection with entering into the Incremental Facility and consummating the Acquisition

	and transactions related thereto. The Acquisition shall occur contemporaneously with the making of the extensions of credit pursuant to an amendment (the “Amendment”) to that certain Second Amended and Restated Revolving Credit Agreement, dated as of November 12, 2013 (the “Existing Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Existing Credit Agreement), by and among the Company, the lenders from time to time party thereto (collectively, the “Existing Lenders”) and SunTrust Bank, as administrative agent for the Existing Lenders, which Amendment shall be subject to the Documentation Principles (as defined below). Proceeds of the Incremental Facility shall be used after the Closing Date to provide for working capital and capital expenditures relating to terminal construction and for other general corporate purposes.
Documentation Principles:	The Amendment and any other definitive financing documentation for the Incremental Facility (including, without limitation, supplements to the schedules to the security documents in respect of the Existing Credit Facility in order to effect the pledge of the equity interests of the Buyer shall be limited to the equity interests directly or indirectly owned by the Borrower or any of the Guarantors) (collectively, the “Financing Documentation”) shall amend the Existing Credit Agreement to (x) permit the consummation of the Acquisition and the other Transactions, (y) give effect to the Incremental Facility and (z) reflect those terms and conditions set forth in this Term Sheet and the commitment letter to which this Term Sheet is attached; provided that (a) other than with respect to the forgoing, the Incremental Facility shall be substantially identical to the Existing Credit Agreement that is in effect immediately prior to the consummation of the Transactions; (b) the Financing Documentation shall be negotiated in good faith within a reasonable period to be mutually determined by the Borrower and the Administrative Agent based on the expected Closing Date; (c) in all cases the Financing Documentation will be subject to the Certain Funds Provisions; and (d) the Financing Documentation shall give effect to other modifications to the Existing Credit Agreement as mutually agreed by the Borrower and the Administrative Agent (the foregoing, collectively, the “Documentation Principles”).
Amortization and Maturity Date:	The Senior Credit Facility shall terminate, and all amounts outstanding thereunder shall be due and payable in full, on November 12, 2018.
Pricing/Fees/Expenses:	With respect to the Existing Credit Facility, same as in the Existing Credit Agreement; with respect to the Incremental Facility, as set forth in Addendum I attached hereto.
Optional Prepayments and Commitment Reductions:	Same as in the Existing Credit Agreement.

Mandatory Prepayments:	Same as in the Existing Credit Agreement.
Collateral:	Substantially the same as in the Existing Credit Agreement and related security documents; provided that (x) the pledge of the equity interests of the Buyer shall be limited to the equity interests directly or indirectly owned by the Borrower or any of the Guarantors and (y) for the avoidance of doubt, neither the Buyer nor any direct or indirect subsidiary thereof shall be required to pledge its assets under the Financing Documentation.
Conditions to Closing:	The closing of the Incremental Facility shall be subject to the conditions set forth in the commitment letter to which this Term Sheet is attached and the following other conditions:
	•	(i) The execution and delivery of the Financing Documentation by the Borrower and the Guarantors, which shall, in each case, be in accordance with the terms hereof and subject to the Documentation Principles; provided that to the extent any security interest in any Collateral (as defined in the Existing Credit Agreement) is not or cannot be provided and/or perfected on the Closing Date (other than the pledge and perfection of the security interest in any equity interests and in any other assets pursuant to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Incremental Facility on the Closing Date but instead shall be required to be delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the Borrower acting reasonably; and (ii) receipt of the consents of the requisite Existing Lenders for the Amendment.
	•	Subject to the Certain Funds Provision, delivery of customary corporate documents (including evidence of authorization), a solvency certificate, other customary officer certificates, customary legal opinions and other customary closing documents (in substantially the same scope as previously delivered under the Existing Credit Agreement), each to be in substantially the same form as previously delivered under the Existing Credit Agreement.
	•	Receipt by the Administrative Agent of the consolidated financial statements of the MLP (as defined in the Existing Credit Agreement) and its subsidiaries for the fiscal year ended December 31, 2014 within one hundred five (105) days after the end of such fiscal year.

	•	Receipt by the Administrative Agent of financial projections for the four-year period from the Closing Date and a pro forma balance sheet of the Borrower as of the Closing Date.
	•	Payment in full of all reasonable and documented fees and expenses required to be paid pursuant to the Fee Letter, the commitment letter to which this Term Sheet is attached and the Financing Documentation, to the extent, in the case of expenses, invoiced at least two (2) Business Days prior to the Closing Date.
	•	Substantially simultaneously with the initial funding under the Incremental Facility on the Closing Date, each of the Arc Equity Contribution and the GE Equity Contribution shall have been made.
	•	The Acquisition shall have been consummated, or substantially simultaneously with the initial funding under the Incremental Facility on the Closing Date shall be consummated in all material respects in accordance with the terms of the Purchase Agreement, after giving effect to any modifications, amendments, consents or waivers thereto, other than those modifications, amendments, consents or waivers that are materially adverse to the Lenders, the Administrative Agent or the Lead Arranger in their capacities as such, unless consented to in writing by the Lead Arranger; provided that any reduction in the purchase price of, or consideration for, the Acquisition by no more than 10% shall be deemed not to be materially adverse to the Lenders so long as 60% of such reduction (such percentage of such reduction, the “Pro Rata Purchase Price Reduction”) is applied on a dollar-for-dollar basis to reduce the aggregate amount of the commitments in respect of the Senior Credit Facility to be funded on the Closing Date.
Conditions to All Credit Extensions:	Same as in the Existing Credit Agreement; provided that the only conditions to the availability of the Incremental Facility on the Closing Date shall be those set forth above under the heading “Conditions to Closing” and Section C of the commitment letter to which this Term Sheet is attached.
Representations and Warranties:	Same as in the Existing Credit Agreement (subject to the Documentation Principles).
Covenants:	Same as in the Existing Credit Agreement, except for the modifications set forth below:
	(a) Negative Covenants – Same as in the Existing Credit Agreement; provided that (i) the consummation of the Transactions shall be permitted; (ii) the Acquired Business and the Buyer shall not incur

	any indebtedness or any liens, other than (x) a $5,000,000 basket for indebtedness that may be secured and (y) other exceptions to be mutually agreed by the Borrower and the Administrative Agent; (iii) the Senior Credit Facility shall provide for a $30,000,000 basket for investments in the Buyer; and (iv) updates to the schedules to the Existing Credit Facility shall be made to permit any indebtedness assumed in connection with the Acquisition.
	(b) Financial Covenants – Same as in the Existing Credit Agreement; provided that the definition of “Pro Forma Adjusted EBITDA” shall (x) set forth certain amounts to be agreed as deemed distributions from the Acquired Business prior to the Closing Date and (y) allow for the add-back of fees, costs and expenses associated with the Transactions.
Events of Default:	Same as in the Existing Credit Agreement.
Participations and Assignments:	Same as in the Existing Credit Agreement.
Waivers and Amendments:	Same as in the Existing Credit Agreement.
Defaulting Lenders:	Same as in the Existing Credit Agreement.
Indemnification:	Same as in the Existing Credit Agreement.
Governing Law:	State of New York.
Counsel to the Administrative Agent:	King & Spalding LLP.
Miscellaneous:	Same as in the Existing Credit Agreement.

ADDENDUM I

PRICING, FEES AND EXPENSES

Capitalized terms not otherwise defined herein have the meaning set forth in

the Summary of Principal Terms and Conditions to which this Addendum is attached.

Interest Rates:	The interest rates per annum applicable to the Incremental Facility will be, at the option of the Borrower, (i) LIBOR plus the Applicable Margin (as defined below) or (ii) the Base Rate plus the Applicable Margin.
	“LIBOR” definition to be the same as in the Existing Credit Agreement.
	“Base Rate” definition to be the same as in the Existing Credit Agreement.
	“Applicable Margin” means a percentage per annum to be determined in accordance with the pricing grid set forth below, based on the Total Leverage Ratio; provided that the Applicable Margin indicated by Level I shall be in effect from the Closing Date through the date of delivery of the Borrower’s financial statements and compliance certificate for the first full fiscal quarter ending after the Closing Date.

Level	Total Leverage Ratio	LIBOR Loans			Base Rate Loans			Commitment Fee
I	³ 4.00:1.00		3.00	%		2.00	%		0.50	%
II	³ 3.50:1.00 but < 4.00:1.00		2.75	%		1.75	%		0.50	%
III	³ 3.00:1.00 but < 3.50:1.00		2.50	%		1.50	%		0.50	%
IV	³ 2.00:1.00 but < 3.00:1.00		2.25	%		1.25	%		0.375	%
VI	< 2.00:1.00		2.00	%		1.00	%		0.375	%

	Interest for LIBOR loans shall be payable at the end of the selected interest period but no less frequently than quarterly. Interest for Base Rate loans shall be payable quarterly in arrears.
Default Interest:	Same as in the Existing Credit Agreement.
Commitment Fee:	A commitment fee shall be payable by the Borrower quarterly in arrears on the average daily unused portion of the Incremental Facility, in an amount equal to the percentage designated in the pricing grid set forth above for Commitment Fees; provided that the Commitment Fee percentage indicated by Level I shall be in

	effect from the Closing Date through the date of delivery of the Borrower’s financial statements and compliance certificate for the first full fiscal quarter ending after the Closing Date.
Calculation of Interest and Fees:	Same as in the Existing Credit Agreement.
Cost and Yield Protection:	Same as in the Existing Credit Agreement.
Expenses:	Same as in the Existing Credit Agreement.

Annex II

Summary of Principal Terms and Conditions of

Backstop Facility

Borrower:	Arc Terminals Holdings LLC (the “Borrower”).
Guarantors:	Arc Logistics Partners LP, Arc Logistics LLC and all existing and future direct and indirect domestic subsidiaries of the Borrower (other than the Buyer and any direct or indirect subsidiaries thereof).
Lead Arranger and Bookrunner:	SunTrust Robinson Humphrey, Inc. (with any other lead arrangers and bookrunners as mutually agreed to by the Borrower and SunTrust Robinson Humphrey, Inc., the “Lead Arranger”).
Administrative Agent:	SunTrust Bank (the “Administrative Agent”).
Lenders:	A syndicate of financial institutions (including SunTrust Bank) arranged by the Lead Arranger, which institutions shall be acceptable to the Borrower and the Administrative Agent (together, the “Lenders”).
Senior Credit Facility:	A $275,000,000 senior secured revolving credit facility (the “Senior Credit Facility”), including sublimits consistent with the Existing Credit Agreement (as defined below). Loans and extensions of credit will be made in U.S. dollars. Letters of Credit will be issued by SunTrust Bank (the “Issuing Bank”) and Swingline Loans will be made available by SunTrust Bank (the “Swingline Lender”) in its sole discretion, and each Lender will purchase an irrevocable and unconditional participation in each Letter of Credit and each Swingline Loan, in each case on terms and conditions consistent with the Existing Credit Agreement after giving effect to the Documentation Principles.
Incremental Facility:	The Borrower shall have the right to increase the commitments to the Senior Credit Facility in an aggregate amount up to $100,000,000 at any time on or before the final maturity date, on the same terms as in the Existing Credit Agreement after giving effect to the Documentation Principles.
Purpose:	Proceeds of the Senior Credit Facility (in up to an amount equal to or less than the difference between (a) the amount that would not cause the Total Leverage Ratio (as defined in the Existing Credit Agreement after giving effect to the Documentation Principles), calculated on a pro forma basis after giving effect to the consummation of the Transactions and the initial funding of the Senior Credit Facility, to exceed 4.75:1.00 minus (b) any Pro Rata Purchase Price Reduction (as defined below)), together with the proceeds of the Arc Equity Contribution, shall be used on the date that the initial funding under the Senior Credit Facility occurs (the “Closing Date”) (i) to finance, directly or indirectly, the acquisition (the “Acquisition”) of 60% of the membership interests of Joliet Bulk, Barge & Rail LLC (the “Acquired Business”), (ii) to refinance existing

	indebtedness under that certain Second Amended and Restated Revolving Credit Agreement, dated as of November 12, 2013 (the “Existing Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Existing Credit Agreement), by and among the Company, the lenders from time to time party thereto (collectively, the “Existing Lenders”) and SunTrust Bank, as administrative agent for the Existing Lenders, and (iii) to pay fees, costs and expenses incurred by the Borrower and its affiliates in connection with entering into the Senior Credit Facility and consummating the Acquisition and transactions related thereto. Proceeds of the Senior Credit Facility shall be used after the Closing Date to provide for working capital and capital expenditures relating to terminal construction and for other general corporate purposes.
Documentation Principles:	The definitive financing documentation for the Senior Credit Facility (collectively, the “Financing Documentation”) shall be substantially identical to the Existing Credit Agreement (and any security agreements and guaranty agreements relating thereto) with such modifications to (x) permit the consummation of the Acquisition and the other Transactions, (y) give effect to the Senior Credit Facility and (z) reflect those terms and conditions set forth in this Term Sheet and the commitment letter to which this Term Sheet is attached; provided that (a) other than with respect to the forgoing, the Senior Credit Facility shall be substantially identical to the Existing Credit Agreement that is in effect immediately prior to the consummation of the Transactions; (b) the Financing Documentation shall be negotiated in good faith within a reasonable period to be mutually determined by the Borrower and the Administrative Agent based on the expected Closing Date; (c) in all cases the Financing Documentation will be subject to the Certain Funds Provisions; and (d) the Financing Documentation shall give effect to other modifications to the Existing Credit Agreement as mutually agreed by the Borrower and the Administrative Agent (the foregoing, collectively, the “Documentation Principles”).
Amortization and Maturity Date:	The Senior Credit Facility shall terminate, and all amounts outstanding thereunder shall be due and payable in full, on November 12, 2018.
Pricing/Fees/Expenses:	As set forth in Addendum I attached hereto.
Optional Prepayments and Commitment Reductions:	Same as in the Existing Credit Agreement.
Mandatory Prepayments:	Same as in the Existing Credit Agreement.
Collateral:	Substantially the same as in the Existing Credit Agreement and related security documents; provided that (x) the pledge of the equity interests of the Buyer shall be limited to the equity interests directly or indirectly

	owned by the Borrower or any of the Guarantors and (y) for the avoidance of doubt, neither the Buyer nor any direct or indirect subsidiary thereof shall be required to pledge its assets under the Financing Documentation.
Conditions to Closing:	The closing of the Senior Credit Facility shall be subject to the conditions set forth in the commitment letter to which this Term Sheet is attached and the following other conditions:
	•	The execution and delivery of the Financing Documentation by the Borrower and the Guarantors, which shall, in each case, be in accordance with the terms hereof and subject to the Documentation Principles; provided that to the extent any security interest in any Collateral (as defined in the Existing Credit Agreement) is not or cannot be provided and/or perfected on the Closing Date (other than the pledge and perfection of the security interest in any equity interests and in any other assets pursuant to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Senior Credit Facility on the Closing Date but instead shall be required to be delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the Borrower acting reasonably.
	•	Subject to the Certain Funds Provision, delivery of customary corporate documents (including evidence of authorization), a solvency certificate, other customary officer certificates, customary legal opinions and other customary closing documents (in substantially the same scope as previously delivered under the Existing Credit Agreement), each to be in substantially the same form as previously delivered under the Existing Credit Agreement.
	•	Receipt by the Administrative Agent of the consolidated financial statements of the MLP (as defined in the Existing Credit Agreement) and its subsidiaries for the fiscal year ended December 31, 2014 within one hundred five (105) days after the end of such fiscal year.
	•	Receipt by the Administrative Agent of financial projections for the four-year period from the Closing Date and a pro forma balance sheet of the Borrower as of the Closing Date.
	•	Payment in full of all reasonable and documented fees and expenses required to be paid pursuant to the Fee Letter, the commitment letter to which this Term Sheet is attached and the Financing Documentation, to the extent, in the case of expenses, invoiced at least two (2) Business Days prior to the Closing Date.

	•	Substantially simultaneously with the initial funding under the Senior Credit Facility on the Closing Date, each of the Arc Equity Contribution and the GE Equity Contribution shall have been made.
	•	The Acquisition shall have been consummated, or substantially simultaneously with the initial funding under the Senior Credit Facility on the Closing Date shall be consummated in all material respects in accordance with the terms of the Purchase Agreement, after giving effect to any modifications, amendments, consents or waivers thereto, other than those modifications, amendments, consents or waivers that are materially adverse to the Lenders, the Administrative Agent or the Lead Arranger in their capacities as such, unless consented to in writing by the Lead Arranger; provided that any reduction in the purchase price of, or consideration for, the Acquisition by no more than 10% shall be deemed not to be materially adverse to the Lenders so long as 60% of such reduction (such percentage of such reduction, the “Pro Rata Purchase Price Reduction”) is applied on a dollar-for-dollar basis to reduce the aggregate amount of the commitments in respect of the Senior Credit Facility to be funded on the Closing Date.
Conditions to All Credit Extensions:	Same as in the Existing Credit Agreement; provided that the only conditions to the availability of the Senior Credit Facility on the Closing Date shall be those set forth above under the heading “Conditions to Closing” and Section C of the commitment letter to which this Term Sheet is attached.
Representations and Warranties:	Same as in the Existing Credit Agreement (subject to the Documentation Principles).
Covenants:	Same as in the Existing Credit Agreement, except for the modifications set forth below:
	(a) Negative Covenants – Same as in the Existing Credit Agreement; provided that (i) the consummation of the Transactions shall be permitted; (ii) the Acquired Business and the Buyer shall not incur any indebtedness or any liens, other than (x) a $5,000,000 basket for indebtedness that may be secured and (y) other exceptions to be mutually agreed by the Borrower and the Administrative Agent; (iii) the Senior Credit Facility shall provide for a $30,000,000 basket for investments in the Buyer; and (iv) updates to the schedules to the Existing Credit Facility shall be made to permit any indebtedness assumed in connection with the Acquisition.

	(b) Financial Covenants – Same as in the Existing Credit Agreement; provided that the definition of “Pro Forma Adjusted EBITDA” shall (x) set forth certain amounts to be agreed as deemed distributions from the Acquired Business prior to the Closing Date and (y) allow for the add-back of fees, costs and expenses associated with the Transactions.
Events of Default:	Same as in the Existing Credit Agreement.
Participations and Assignments:	Same as in the Existing Credit Agreement.
Waivers and Amendments:	Same as in the Existing Credit Agreement.
Defaulting Lenders:	Same as in the Existing Credit Agreement.
Indemnification:	Same as in the Existing Credit Agreement.
Governing Law:	State of New York.
Counsel to the Administrative Agent:	King & Spalding LLP.
Miscellaneous:	Same as in the Existing Credit Agreement.

ADDENDUM I

PRICING, FEES AND EXPENSES

Capitalized terms not otherwise defined herein have the meaning set forth in

the Summary of Principal Terms and Conditions to which this Addendum is attached.

Interest Rates:	The interest rates per annum applicable to the Senior Credit Facility (other than with respect to Swingline Loans) will be, at the option of the Borrower, (i) LIBOR plus the Applicable Margin (as defined below) or (ii) the Base Rate plus the Applicable Margin.
	“LIBOR” definition to be the same as in the Existing Credit Agreement.
	“Base Rate” definition to be the same as in the Existing Credit Agreement.
	“Applicable Margin” means a percentage per annum to be determined in accordance with the pricing grid set forth below, based on the Total Leverage Ratio; provided that the Applicable Margin indicated by Level I shall be in effect from the Closing Date through the date of delivery of the Borrower’s financial statements and compliance certificate for the first full fiscal quarter ending after the Closing Date.

Level	Total Leverage Ratio	LIBOR Loans			Base Rate Loans			Commitment Fee
I	³ 4.00:1.00		3.00	%		2.00	%		0.50	%
II	³ 3.50:1.00 but < 4.00:1.00		2.75	%		1.75	%		0.50	%
III	³ 3.00:1.00 but < 3.50:1.00		2.50	%		1.50	%		0.50	%
IV	³ 2.00:1.00 but < 3.00:1.00		2.25	%		1.25	%		0.375	%
VI	< 2.00:1.00		2.00	%		1.00	%		0.375	%

	Each Swingline Loan shall bear interest at the Base Rate plus the Applicable Margin for Base Rate loans under the Senior Credit Facility.
	Interest for LIBOR loans shall be payable at the end of the selected interest period but no less frequently than quarterly. Interest for Base Rate loans and Swingline Loans shall be payable quarterly in arrears.
Default Interest:	Same as in the Existing Credit Agreement.
Commitment Fee:	A commitment fee shall be payable by the Borrower quarterly in arrears on the average daily unused portion of the Senior Credit Facility, in an amount equal to the percentage designated in the pricing grid set forth

	above for Commitment Fees; provided that the Commitment Fee percentage indicated by Level I shall be in effect from the Closing Date through the date of delivery of the Borrower’s financial statements and compliance certificate for the first full fiscal quarter ending after the Closing Date. Outstanding letters of credit under the Senior Credit Facility will be deemed usage of the Senior Credit Facility, but Swingline Loans shall not be deemed usage of the Senior Credit Facility.
Letter of Credit Fee:	Letter of credit fees shall be payable quarterly in arrears at a rate equal to the Applicable Margin for LIBOR loans under the Senior Credit Facility on the average outstanding Letters of Credit, ratably to the Lenders in accordance with their participation in the respective letters of credit. In addition, a facing fee of 0.175% and other customary administrative charges shall be paid to the Issuing Bank for its own account. In each case, fees shall be calculated on the aggregate stated amount of the Letters of Credit for the duration thereof.
Calculation of Interest and Fees:	Same as in the Existing Credit Agreement.
Cost and Yield Protection:	Same as in the Existing Credit Agreement.
Expenses:	Same as in the Existing Credit Agreement.

EX-99.1

Exhibit 99.1

NEWS RELEASE

Arc Logistics Partners LP to Acquire a Terminal in Joliet, Illinois in a Joint Venture

NEW YORK, NY, February 20, 2015— Arc Logistics Partners LP (NYSE: ARCX) (“Arc Logistics” or the “Partnership”), through a joint venture arrangement with GE Energy Financial Services, a unit of General Electric Company (NYSE: GE), has agreed to acquire all of the membership interests of Joliet Bulk, Barge & Rail LLC (“JBBR”) from CenterPoint Properties Trust (“CenterPoint” or the “Seller”) for $216 million. JBBR’s principal assets consist of a crude oil unloading terminal and a 4-mile crude oil pipeline, the Joliet Terminal, which are in the final stages of construction in Joliet, Illinois and are expected to be complete in mid to late April 2015. The acquisition consideration also includes an earn-out payable by the JBBR joint venture to CenterPoint based upon petroleum product throughput volumes at the Joliet Terminal (including minimum volumes paid under customer contracts irrespective of physical deliveries of product thereunder). JBBR joint venture’s earn-out obligations to CenterPoint will terminate upon the payment, in the aggregate, of $27 million.

At the closing of the acquisition, Arc Logistics will manage ongoing operations of the Joliet Terminal and own a 60% interest in the JBBR joint venture company. GE Energy Financial Services will own the remaining 40%. The Joliet Terminal is expected to begin commercial operations by mid to late April 2015, and the acquisition will not close until the Joliet Terminal becomes commercially operable.

Arc Logistics will finance its approximate $130 million portion of the purchase price with net proceeds from the sale of common units in a private placement and from borrowings under its revolving credit facility. Institutional investors have committed to acquire, concurrently with the closing of the acquisition, approximately 4.4 million of Arc Logistics’ common units in a private placement at a price of $17.00 per unit, resulting in gross proceeds (before fees and expenses) to the Partnership of $75 million.

Once complete, the Joliet Terminal will have the capability to unload approximately 85,000 barrels of crude oil per day, and will have approximately 300,000 barrels of storage and a 4-mile pipeline connection to a common carrier crude oil pipeline. The facility will have rail and marine access and capabilities as well as more than 80 acres of land available for future expansion. At closing, the Joliet Terminal will be supported by a terminal services agreement as well as a throughput and deficiency agreement with a major oil company, each with a term of three years based on minimum throughput volume commitments. The estimated annual EBITDA of JBBR is expected to be between $23 and $25 million, of which the Partnership will receive 60% based upon its percentage ownership interest in the JBBR joint venture company.

Based upon JBBR’s estimated annual EBITDA, the transaction is expected to be immediately accretive to the Partnership’s distributable cash flow per unit. In connection with the acquisition of JBBR, the Partnership’s management intends to recommend to the Board of Directors of the Partnership’s general partner an increase in the Partnership’s quarterly distribution by $0.03 per limited partner unit (which represents an approximate 7% increase from the current quarterly distribution) following the first full quarter of operations of the Joliet Terminal.

The JBBR acquisition continues the Partnership’s existing business strategy to expand its market position and support the expansion plans of new and existing customers, while generating stable cash flows for its unit holders from quality assets supported by long-term contracts.

For more information regarding the JBBR Acquisition, please see Arc Logistics’ current report filed on February 20, 2015 with the Securities and Exchange Commission on Form 8-K.

Conference Call and Presentation Materials

A presentation concerning this transaction will be available on the “Investors” section of Arc Logistics’ website.

Arc Logistics will hold a conference call and webcast to discuss the JBBR acquisition on Friday, February 20, 2015, at 10:00 a.m. Eastern. Interested parties may join the conference call by dialing (855) 433-0931, and international callers may join by dialing (484) 756-4279. The call may also be accessed live over the internet by visiting the “Investors” page of the Arc Logistics website at www.arcxlp.com and will be available for replay for approximately one month.

About Arc Logistics Partners LP

Arc Logistics is a fee-based, growth-oriented limited partnership that owns, operates, develops and acquires a diversified portfolio of complementary energy logistics assets. Arc Logistics is principally engaged in the terminalling, storage, throughput and transloading of crude oil and petroleum products. For more information, please visit www.arcxlp.com.

Forward-Looking Statements

Certain statements and information in this press release constitute “forward-looking statements.” Certain expressions including “believe,” “expect,” “intends,” or other similar expressions are intended to identify Arc Logistics current expectations, opinions, views or beliefs concerning future developments and their potential effect on the Partnership. While management believes that these forward-looking statements are reasonable when made, there can be no assurance that future developments affecting the Partnership will be those that it anticipates. The forward-looking statements involve significant risks and uncertainties (some of which are beyond the Partnership’s control) and assumptions that could cause actual results to differ materially from the Partnership’s historical experience and its present expectations or projections. Important factors that could cause actual results to differ materially from forward-looking statements include: (i) adverse economic, capital markets and political conditions; (ii) changes in the market place for the Partnership’s services; (iii) changes in supply and demand of crude oil and petroleum products; (iv) actions and performance of the Partnership’s customers, vendors or competitors; (v) changes in the cost of or availability of capital; (vi) unanticipated capital expenditures in connection with the construction, repair or replacement of the Partnership’s assets; (vii) operating hazards, unforeseen weather events or matters beyond the Partnership’s control; (viii) effects of existing and future laws or governmental regulations; and (ix) litigation. Additional information concerning these and other factors that could cause the Partnership’s actual results to differ from projected results can be found in the Partnership’s public periodic filings with the Securities and Exchange Commission, including the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2013 and any updates thereto in the Partnership’s subsequent quarterly reports on Form 10-Q and current reports on Forms 8-K.

In addition, there are significant risks and uncertainties relating to the Partnership’s potential acquisition and ownership of JBBR, including: (a) the acquisition may not be consummated; (b) the representations, warranties and indemnifications by the Seller are limited in the JBBR purchase and sale agreement, and the Partnership’s diligence into the business has been limited and, as a result, the assumptions on which its estimates of future

results of the business have been based may prove to be incorrect in a number of material ways, which could result in the Partnership not realizing the expected benefits of the acquisition and/or being exposed to material liabilities; (c) using debt to finance, in part, the acquisition will substantially increase the Partnership’s indebtedness; (d) the ability of the Partnership to successfully integrate JBBR’s operations and realize anticipated benefits of the acquisition; (e) the potential impact of the announcement or consummation of the proposed acquisition on relationships, including with employees, suppliers, customers and competitors; (f) the Partnership’s obligation to close the acquisition is not conditioned on the completion of its debt or equity financing, and if the Partnership fails to satisfy its obligation to consummate the acquisition after all conditions precedent to such obligation have been satisfied, it is reasonably possible that such event would have a material adverse effect on the Partnership’s ability to pay cash distributions to its unitholders (at least in the short term); (g) following the consummation of the acquisition, JBBR will depend on one customer for substantially all of its revenue, there is no guarantee that JBBR will be able to attract and retain additional customers or develop additional sources of revenue, and the loss of this customer could materially adversely affect the Partnership’s results of operations and cash flow; (h) upon closing of the acquisition, the Joliet Terminal will be a newly constructed facility, and following commencement of operations, the facility may not operate efficiently or reliably or as expected, which could adversely affect the Partnership’s results of operations and cash flows; (i) the loading and unloading (including by rail) of crude oil and other petroleum products is subject to many risks and operational hazards, and the transportation of crude by rail may be subject to increased regulation; and (j) following the closing of the acquisition, the Partnership’s 60% ownership interest in JBBR will be held, indirectly, through the JBBR joint venture company, which will own 100% of JBBR, and the consent of GE Energy Financial Services (which will own the remaining 40% of the JBBR joint venture company) will be required with respect to certain business decisions relative to the operation, ownership and governance of JBBR joint venture company as well as its wholly-owned subsidiaries, including JBBR.

These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of the forward-looking statements contained herein. Other unknown or unpredictable factors could also have material adverse effects on the Partnership’s future results. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. The Partnership undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

The Partnership does not, as a matter of course, disclose projections as to future operations, earnings or other results. However, the Partnership has included herein certain prospective financial information, including estimated EBITDA with respect to JBBR. This information was not prepared with a view toward disclosure, but, in the view of the Partnership’s management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments and presents, to the best of the Partnership’s knowledge and belief, the expected course of action and expected future financial performance of the assets. However, this information is not fact and should not be relied upon as being indicative of future results, and readers of this press release are cautioned not to place undue reliance on the prospective financial information.

This press release does not constitute an offer of any securities for sale. The common units to be issued in the private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Investor Contact:

212-993-1290

IR@arcxlp.com

www.arcxlp.com

EX-99.2

Arc Logistics Partners LP

Joliet Terminal Acquisition

February 2015

Exhibit 99.2

Cautionary Note

Forward-Looking Statements

2

Certain statements and information in this presentation constitute "forward-looking statements." Certain expressions including "believe," "expect,“ “intends,” or other similar expressions are

intended to identify Arc Logistics Partners LP’s (the “Partnership,” or “Arc Logistics”) current expectations, opinions, views or beliefs concerning future developments and their potential effect on

the Partnership. While management believes that these forward-looking statements are reasonable when made, there can be no assurance that future developments affecting the Partnership will

be those that it anticipates. The forward-looking statements involve significant risks and uncertainties (some of which are beyond the Partnership's control) and assumptions that could cause

actual results to differ materially from the Partnership's historical experience and its present expectations or projections. Important factors that could cause actual results to differ materially from

forward looking statements include but are not limited to: (i) adverse economic, capital markets and political conditions; (ii) changes in the market place for the Partnership's services; (iii) changes

in supply and demand of crude oil and petroleum products; (iv) actions and performance of the Partnership's customers, vendors or competitors; (v) changes in the cost of or availability of capital;

(vi) unanticipated capital expenditures in connection with the construction, repair or replacement of the Partnership's assets; (vii) operating hazards, unforeseen weather events or matters beyond

the Partnership's control; (viii) effects of existing and future laws or governmental regulations; and (ix) litigation. Additional information concerning these and other factors that could cause the

Partnership's actual results to differ from projected results can be found in the Partnership's public periodic filings with the Securities and Exchange Commission, including the Partnership's Annual

Report on Form 10-K for the year ended December 31, 2013 and any updates thereto in the Partnership’s subsequent quarterly reports on Form 10-Q and current reports on Forms 8-K.

In addition, there are significant risks and uncertainties relating to the Partnership’s pending acquisition of Joliet Bulk, Barge & Rail LLC (“JBBR”) and, if the Partnership acquires JBBR, its

ownership of JBBR, including (a) the acquisition may not be consummated, (b) the representations, warranties and indemnifications by CenterPoint Properties Trust (“CenterPoint” or the “Seller”)

are limited in the purchase and sale agreement, and the Partnership’s diligence into the business has been limited and, as a result, the assumptions on which its estimates of future results of the

business have been based may prove to be incorrect in a number of material ways, which could result in the Partnership not realizing the expected benefits of the acquisition and/or being exposed

to material liabilities, (c) using debt to finance, in part, the acquisition will substantially increase the Partnership’s indebtedness, (d) the ability of the Partnership to successfully integrate JBBR’s

operations and realize anticipated benefits of the acquisition, (e) the potential impact of the announcement or consummation of the pending acquisition on relationships, including with employees,

suppliers, customers and competitors, (f) the Partnership's obligation to close the acquisition is not conditioned on the completion of its debt or equity financing, and if the Partnership fails to satisfy

its obligation to consummate the acquisition after all conditions precedent to such obligation have been satisfied, it is reasonably possible that such event would have a material adverse effect on

the Partnership's ability to pay cash distributions to its unitholders (at least in the short-term), (g) following the consummation of the acquisition, JBBR will depend on one customer for substantially

all of its revenue, there is no guarantee that JBBR will be able to attract and retain additional customers or develop additional sources of revenue, and the loss of this customer could materially

adversely affect the Partnership’s results of operations and cash flow, (h) upon closing of the acquisition, the JBBR rail unloading terminal will be a newly constructed facility, and following

commencement of operations, the facility may not operate efficiently or reliably, which could adversely affect the Partnership’s results of operations and cash flows, (i) the loading and unloading

(including by rail) of crude oil and other petroleum products is subject to many risks and operational hazards, and the transportation of crude by rail may be subject to increased regulation, (j)

following the closing of the acquisition, the Partnership’s 60% ownership interest in JBBR will be held, indirectly, through a joint venture company (referred to herein as the “JBBR Joint Venture

Company”) that will own 100% of JBBR, and the consent of GE Energy Financial Services, Inc. or an affiliate thereof (which will own the remaining 40% of JBBR Joint Venture Company) will be

required with respect to certain business decisions relative to the operation, ownership and governance of JBBR Joint Venture Company as well as its subsidiaries, including JBBR.

These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of the forward-looking statements contained herein.

Other unknown or unpredictable factors could also have material adverse effects on the Partnership’s future results. Readers are cautioned not to place undue reliance on forward-looking

statements, which speak only as of the date thereof. The Partnership undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as

a result of new information, future events or otherwise.

The Partnership does not, as a matter of course, disclose projections as to future operations, earnings or other results. However, the Partnership has included herein certain prospective financial

information, including estimated EBITDA. This information was not prepared with a view toward disclosure, but, in the view of the Partnership’s management, was prepared on a reasonable basis,

reflects the best currently available estimates and judgments and presents, to the best of the Partnership’s knowledge and belief, the expected course of action and expected future financial

performance of the assets. However, this information is not fact and should not be relied upon as being indicative of future results, and readers of this presentation are cautioned not to place

undue reliance on the prospective financial information.

Arc Logistics is a fee-based, independent logistics service

provider formed by Lightfoot Capital Partners, LP

(“Lightfoot Capital”) to acquire, operate and grow energy

logistics assets

Arc Logistics Overview

3

(1)

Reflects ownership interest held directly or indirectly by GE Energy Financial Services, Inc.

The terminal will be acquired only after it becomes

commercially operable, which is expected to occur in 

Q2 2015

As part of this initiative, the Partnership is expanding its

asset footprint in the Midwest with the pending acquisition of

a crude oil unloading terminal in Joliet, IL located at a key

intersection of commodity flows and major refineries

The Partnership is focused on developing existing and/or

acquiring new assets to service current and future

customers

The Partnership utilizes its assets, which are strategically

located in the East Coast, Gulf Coast, West Coast and

Midwest regions of the United States, to provide its

customers with multiple supply and delivery modes and a

diverse slate of petroleum products

The Partnership is principally engaged in the terminalling,

storage, throughput and transloading of crude oil and

petroleum products

Pro Forma Partnership Structure

Gulf LNG Holdings

Group, LLC

Arc Logistics LLC

100% LLC Interest

LNG

Facility

Arc Terminals Holdings LLC

Credit Facility Borrower

Existing

Operating

Assets

100% LLC Interest

10.3% LLC

Interest

Affiliates of

Kinder

Morgan

Energy and

other owners

9.7% LLC

Interest

80% LLC

Interest

Lightfoot Capital

(our Sponsor)

Common / Subordinated Units

0% GP

Interest

30.0% LP

Interest

Common and

Subordinated Units

44.6% LP

Interest

PIPE Unit Holders

25.4%

LP

Interest

JBBR Joint Venture

60.0%

Interest

Joliet Bulk,

Barge &

Rail LLC

40.0%

Interest

(1)

Acquisition Overview

Overview of the Acquisition Agreement

Transaction Summary

5

Arc Logistics has executed a definitive purchase agreement to

acquire all of the membership interests of JBBR from

CenterPoint

JBBR owns a crude oil terminal in Joliet, IL (the “Joliet

Terminal”)

Arc Logistics will form a joint venture with GE Energy

Financial Services, Inc., or an affiliate thereof (“GE EFS”), at

the closing of the JBBR acquisition

Arc Logistics and GE EFS will own, respectively, 60%

and 40% of JBBR through the JBBR Joint Venture

Company

Purchase price:

$216.0 million on a cash-free, debt-free basis ($129.6

million net to Arc Logistics)

Per barrel earn-out on all barrels of throughput, capped

at $27.0 million

Closing:

Targeted for mid-to-late April (but not later than May 18,

2015)

Closing is conditioned upon the Joliet Terminal being

commercially operable

JBBR Joint Venture

Joliet Bulk, Barge &

Rail LLC

100.0%

Simplified

Structure

Overview

(1)

JBBR Joint Venture Company Overview

60.0%

(Managing

Member)

40.0%

Arc Logistics will form a 60/40 joint venture company

with an affiliate of GE EFS to own and manage the Joliet

Terminal

Arc Logistics will manage the operations of the

Joliet Terminal

The Partnership will receive a management

fee of $500,000 per year plus a per barrel fee

for all throughput volumes in excess of the

customer’s minimum contracted volumes

The Partnership will be reimbursed for

reasonable out of pocket costs associated with

the management of the JBBR Joint Venture

Company

Arc Logistics will have the right to make a “first

offer”

to acquire the remaining interests of the

JBBR Joint Venture Company from GE EFS, if GE

EFS should decide to sell its interests

(1)

The chart below is meant to depict the indirect ownership by the Partnership and GE EFS.

Key Highlights

The Joliet Terminal Summary

6

The Joliet Terminal, at closing, will be a multi-modal crude oil

unloading terminal in Joliet, IL

Rail unloading infrastructure

Capable

of

unloading

approximately

85,000

barrels

per

day

Heat and steam infrastructure

Storage and pipeline connectivity

Approximately

300,000

barrels

of

storage

Pipeline connection to an existing common-carrier crude

oil pipeline

Waterfront and expansion acreage available

In excess of 80 acres of available land for expansion

opportunities

Operational dry bulk dock

Additional waterfront available for petroleum product

infrastructure

Two agreements with a major oil company, each with  a

three-year term at the minimum volume commitments

Terminal services agreement

Throughput and deficiency agreement

The two long-term agreements support estimated annual

EBITDA

(1)

of $23.0 to $25.0 million

The transaction is expected to be immediately accretive to

the Partnership's distributable cash flow per unit

Facility Overview

(1)

Estimated annual EBITDA attributable to the JBBR Joint Venture Company. Projection assumes minimum contracted revenue, minimum volumes and forecasted operating expenses for

the

estimated

annual

period

following

the

targeted

acquisition

closing

date.

Please

see

reconciliation

pages

in

the

appendix

for

further

detail.

Facility Site

JBBR Transaction Highlights

Immediately

Accretive

Management expects to recommend to the Board of Directors a $0.03 increase in the quarterly distribution per limited

partner unit (representing an approximate 7% increase from the Q4 2014 distribution) following the first full quarter of

operations after the acquisition

Financial Rationale

Contracted counterparty is a major oil company

Extension of

Existing Heavy

Crude Oil Strategy

Multi-modal crude oil terminal is located in one of the largest North American coking markets, providing support for the

Partnership’s crude oil strategy

The Joliet Terminal pairs rising heavy Canadian crude oil production with heavy crude oil refining demand in a logistics constrained

market

Economics of Canadian crude oil sands projects do not support shutting in production

Producer and refiner economics make moving heavy crude oil (including bitumen) by rail competitive with pipeline

transportation, supporting the long-term business rationale for the Joliet Terminal

Geographic

Diversification

Expands the Partnership’s operating footprint into the Midwest energy logistics corridor

Located within thirty miles of three heavy crude oil focused refineries and in close proximity to high demand refined products

markets

Location allows customer to pair Canadian production with existing coking capacity

Provides low-cost, mainline rail transport for Canadian crude oil

Platform for Growth

Develop neat bitumen, heavy products and refined products handling capabilities (including additional heating capabilities)

Construct liquid petroleum capabilities at existing barge dock

Construct new tankage for storage and blending opportunities

7

The Joliet Terminal was built with the intent to increase capacity and expand service offerings for new and existing customers

Ability to construct additional loop track, unloading rack, new pipeline connections and expand storage capacity to meet

customer demand

Purchase price implies a transaction EBITDA multiple of 8.6x – 9.4x

Following closing, the acquisition is expected to be immediately accretive to the Partnership’s distributable cash flow per unit based 

on estimated EBITDA

100% fee-based cash flows for a period of three years at the minimum volume commitments with a contracted 

counterparty

Identified development initiatives that will provide a platform for potential future EBITDA growth and diversification of the cash flow

profile

The transaction is aligned with the Partnership's core business strategy, providing independent logistics services to new

and existing customers while generating stable fee-based cash flow to support distributions

Acquisition Rationale –

Long-Term Demand for Heavy Crude Barrel

Over the last three years, the Midwest crude oil market has faced major misalignment due to shifting crude oil production

and refining demand dynamics

8

PADD II supply / demand is shifting toward a heavier barrel

Rising Canadian heavy crude oil / bitumen production is

displacing light domestic production and Brent-priced

imports

In Q3 2014, PADD II imported approximately 67.0% of

total Canadian production

Refinery capacity has transitioned to take advantage of the

shifting crude slate

Many PADD II refiners have completed coking upgrade /

expansion projects

PADD II heavy crude oil refining capacity has increased

by more than 500 mbbls/d since 2010

Existing Midwest infrastructure is putting pressure on the

refiners’

ability to obtain their optimal crude slate

Pipeline infrastructure capable of supplying heavy

Canadian crude oil into the Midwest market has been

significantly apportioned

New pipeline infrastructure will redirect Canadian heavy

crude oil towards the Gulf Coast

PADD II’s proximity to Canadian production and direct rail

access support economics of heavy crude oil delivery by rail

Source: Energy Information Administration, Energy Analysts International & National Energy Board.

(1) Does not include PADD II crude oil exports by rail.

PADD II Refinery Runs (Mmbbls/d)

PADD

II

Crude

Oil

Supply

(Mmbbls/d)

(1)

Source: Energy Analysts International.

Source: Energy Information Administration & National Energy Board.

0.9

1.1

1.2

1.3

1.4

2.3

2.3

2.3

2.1

2.1

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

-

0.7

1.3

2.0

2.6

3.3

4.0

2010

2011

2012

2013

2014E

Heavy

Light / Medium

% Heavy

3.3

3.2

3.6

3.8

4.0

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

-

0.7

1.3

2.0

2.6

3.3

4.0

2010

2011

2012

2013

YTD

3Q'2014

CAN Heavy / Bit.

CAN Light / Med. / Synth.

Other Foreign Imports

Net Domestic Imports

PADD II Production

% Heavy Crude

Pending Financing Plan

9

The definitive acquisition agreement requires Arc Logistics to have committed financing in place

Raised $75.0 million of common unit equity at an issue price of $17.00 per common unit

Closing of the sale of common units to the investors will occur concurrently with the closing of the JBBR acquisition, but not

later than May 18, 2015

The JBBR acquisition will not close unless, and until, the Joliet Terminal is commercially operable, which is expected to occur

in mid-to-late April 2015

Amended and upsized the existing revolving credit facility from $175.0 million to $275.0 million

SunTrust Bank, the administrative agent, is providing the Partnership with a fully committed facility to support the

necessary amendments and incremental borrowing capacity

Pending Sources & Uses ($mm)

Capitalization as of 9/30/2014 ($mm)

The Partnership’s financing plan is centered around maintaining what it believes to be a conservative balance sheet and

liquidity position

Sources

Gross PIPE proceeds

75.0

$     

Borrowings under A&R Credit Facility

59.8

Total Sources

134.8

$   

Uses

Purchase of 60% interest in JBBR JVCO

129.6

$   

Offering fees

2.3

Transaction fees & expenses

2.9

Total Uses

134.8

$   

Actual

Pro

Forma

Cash and Cash Equivalents

4.6

$    

4.6

$    

Amended and Restated Credit Facility

108.1

$

167.9

$

Partners' Capital:

Common units

123.1

195.8

Subordinated units

98.4

98.4

Accumulated other comprehensive income

0.8

0.8

Total Partners' Capital

222.3

$

295.0

$

Total Capitalization

330.3

$

462.8

$

Illustrative Transaction Timeline

10

Sign JBBR Membership Interest

Purchase Agreement

Execute Debt & Equity Commitment

Letters

Sign Unit Purchase Agreement

Execute Interim Investor Agreement

with GE EFS

Terminal

deemed

commercially

operable

Terminal

ready for

commissioning

14 –

21 days

0 –

7 days

Fund and close

transaction

Commissioning

trains received &

unloaded

February 19, 2015

Mid-to-Late April

In order to minimize the Partnership's exposure to construction and commissioning risk, as well as risk under JBBR’s sole terminal

services agreement, the Partnership will not be obligated to close the pending JBBR acquisition unless the Joliet Terminal is

commercially operable. If the facility does not become commercially operable by May 18, 2015, the Partnership will have the right to

terminate the JBBR acquisition agreement.

Growth-Oriented Partnership

Organic Growth

Opportunities

Pipeline

connected

assets

being

repositioned

for

rail

and

marine

opportunities

Tank and facility upgrades / expansion opportunities driven by customer

requests

Acquisitions from

Third Parties

Evaluating acquisitions of third-party assets on a standalone basis

History of executing accretive acquisitions

New business lines (i.e. Jones Act shipping, dry bulk, pipelines) and / or geographic

expansion including (Rocky Mountains / Mid-Continent)

JBBR is not only an accretive acquisition, but also expands the Partnership’s

Midwestern geographic presence

Built in

Contracted Growth

CPI escalators in various terminalling agreements

Throughput incentive structures to drive incremental volumes

Acquisitions from/with

Our Sponsor

Sponsor actively evaluating additional midstream acquisitions for future

dropdown opportunities

Partners of our Sponsor include some of the largest energy investors in the

United States

The

joint

venture

with

GE

EFS

to

acquire

JBBR

illustrates

GE

EFS’

support

of

the Partnership

Growth from organic expansion of existing terminals, third-party acquisitions and development of customer base

11

Contracted, Stable Cash Flow Profile

The Partnership’s contract portfolio generates cash flows through minimum service fees, while providing for upside

exposure to throughput and ancillary service fees

Storage &

Throughput

Services Fees

Typically contract with customers for the

receipt, storage, throughput and transloading of

crude

oil

and

petroleum

products

for

1

–

10

year terms with evergreen provisions

Many agreements contain take-or-pay

provisions whereby Arc Logistics generates

revenue

regardless

of

its

customers’

use

of

the

facility

Creates stable cash flow and mitigates

exposure to supply and demand volatility and

other market factors

As of December 31, 2014, the weighted

average remaining term for all of the

Partnership’s service agreements was

approximately three years

Ancillary

Fees

Heating, blending and mixing associated with

customers’

activity

Varies based upon the activity levels of the

Partnership’s customers

Gulf LNG

Distributions

Distributions are supported by two 20-

year

(2)

, terminal use agreements with firm

reservation charges for all of the capacity

of the LNG Facility with several

integrated, multi-national oil and gas

companies

Historical Revenue Composition

Contributions to Arc Logistics

(1)

from Gulf LNG

12

86.5%

86.9%

85.2%

90.8%

13.1%

14.8%

9.2%

0%

20%

40%

60%

80%

100%

2013

LTM 09/30/13

LTM 09/30/14

Ancillary

13.5%

Storage & Throughput

(1)

Contribution of equity earnings and cash distributions for the nine months ended 9/30/2013 and 9/30/2014 represent the 10.3% LNG Interest’s pro forma contribution to Arc Logistics.

(2)

As of December 31, 2014, the remaining term was approximately 17 years.

(3)

Calculated assuming the Partnership consolidates 100% of the revenue associated with the JBBR Joint Venture Company; however, the Partnership will only receive 60% of the income and

cash distributions.

PF LTM 09/30/14

(3)

$7.3

$7.4

$7.1

$7.3

$-

$1.0

$2.0

$3.0

$4.0

$5.0

$6.0

$7.0

$8.0

YTD 3Q 2013

YTD 3Q 2014

Equity Earnings

Cash Distributions

Operations Summary

Diversified Portfolio of Logistics Assets

Flexible logistics assets serve as a critical link between supply and local demand

14

Terminals and Transloading Facilities

Arc Terminals Headquarters

Arc Logistics Headquarters

LNG Facility

Joliet Terminal

The Partnership has increased its storage capacity by

an annual ~19% growth rate since inception

(1)

The capacity represents our 50% share of the 884,000 barrels of available total storage capacity of the Baltimore, MD terminal and the 165,000 barrels of available total storage capacity of the Spartanburg, SC terminal. The terminals are co-owned with and operated by CITGO Petroleum

Corporation.

(2)

The physical location of this terminal is in Mobile, AL.

(3)

The physical location of this terminal is in Chesapeake, VA.

(4)

The capacity represents the full capacity of the LNG Facility. We own a 10.3% interest in Gulf LNG Holdings, which owns the LNG Facility.

(5)

Pending JBBR acquisition: 300,000 barrels of storage and 85,000 barrels per day of throughput represent 100% of the Joliet Terminal.

Information provided as of February 12, 2015

Location

Capacity

Products

Terminals

Baltimore, MD

(1)

442 mbbls

Gasoline; Distillates; Ethanol

Blakeley, AL

(2)

708 mbbls

Crude Oil; Asphalt; Fuel Oil;

Chemicals

Brooklyn, NY

63 mbbls

Gasoline; Ethanol

Chickasaw, AL

609 mbbls

Crude Oil; Distillates; Fuel Oil;

Crude Tall Oil

Chillicothe, IL

273 mbbls

Gasoline; Distillates; Ethanol;

Biodiesel

Cleveland, OH –

North

426 mbbls

Gasoline; Distillates; Ethanol;

Biodiesel

Cleveland, OH –

South

191 mbbls

Gasoline; Distillates; Ethanol;

Biodiesel

Joliet, IL

(5)

300 mbbls

Crude Oil; Dry Bulk

Madison, WI

150 mbbls

Gasoline; Distillates; Ethanol;

Biodiesel

Mobile, AL –

Main

1,093 mbbls

Crude Oil; Asphalt; Fuel Oil

Mobile, AL –

Methanol

294 mbbls

Methanol

Norfolk, VA

(3)

213 mbbls

Gasoline; Distillates; Ethanol

Portland, OR

1,466 mbbls

Crude Oil; Asphalt; Aviation Gas;

Distillates

Selma, NC

171 mbbls

Gasoline; Distillates; Ethanol;

Biodiesel

Spartanburg, SC

(1)

83 mbbls

Gasoline; Distillates; Ethanol

Toledo, OH

244 mbbls

Gasoline; Distillates; Aviation Gas;

Ethanol; Biodiesel

Total Terminals

6,725 mbbls

Rail / Transloading Facilities

Chickasaw, AL

9 mbpd

Crude Oil; Distillates; Fuel Oil;

Crude Tall Oil; Chemicals

Joliet, IL

(5)

85 mbpd

Crude Oil

Portland, OR

18 mbpd

Crude Oil

Saraland, AL

14 mbbls

Crude Oil; Chemicals

Total Rail / Transloading

126 mbpd

LNG Facility

Pascagoula, MS

(4)

320,000 M

Liquefied natural gas

3

Well Positioned Assets

Baltimore

Brooklyn

Blakeley

Chickasaw

Crucial marine access

points, including both

ship and barge berthing

Connections to major

U.S. pipeline

infrastructure

Buckeye Pipeline

Colonial Pipeline

Inland Pipeline

Sun Pipeline

Rail facilities at selected

locations allow for

loading/unloading

opportunities

Baltimore

Chickasaw

Cleveland

Portland

Cleveland

Mobile

Norfolk

Portland

The Partnership’s assets have multiple supply / receipt modes that provide flexibility to new and existing customers

15

Saraland (servicing Blakeley, Mobile and other 3rd party

terminals)

Toledo

Joliet

(1)

Joliet

(1)

West Shore Pipeline

Information provided as of February 12, 2015

(1)

Pending

JBBR

acquisition.

Supply &

Delivery

Moves by

Terminal

Supply & Delivery Modes by Terminal

Baltimore

Blakeley

Brooklyn

Chickasaw

Chillicothe

Cleveland

Joliet

(1)

Madison

Mobile

Norfolk

Portland

Selma

Spartanburg

Toledo

Pipeline

Colonial

None

Buckeye

None

None

Buckeye /

Inland

FERC

Pipeline

West

Shore

None

Colonial

None

Colonial

Colonial

Sun /

Buckeye

Truck

Rail

Barge

Ship

Arc Logistics Financial Overview

Financial Flexibility

The Partnership is positioned to achieve growth objectives

Capitalize on Financial

Flexibility

Committed

$275.0

million

amended

and

restated

credit

facility

to

fund

a

portion

of Arc Logistics’

60% interest in the JBBR acquisition

Access to the capital markets

Seek to maintain a balanced capital structure

Maximize flexibility to fund growth

Maintain Stable Cash

Flows

Focus on long-term fee-based growth opportunities

Maintain stable customer profile with contracted revenues

History of enhancing commercial opportunities by cross-selling services

Continue to renew expiring contracts with similarly attractive or higher

rates; amend contracts to include complementary business lines

Focus on counterparty concentration and credit profile

Deliver Consistent

Distribution Growth

Intend to maintain a conservative distribution coverage ratio

Seek to maintain liquidity and financial flexibility to grow distributions

Business model designed to produce consistent and stable cash flows

17

Proven and Resilient Business Model

The Partnership has achieved a track record of organic and acquisitive growth in spite of volatile commodity markets and

economic headwinds

Shell Capacity (mmbbls)

(1)

Reflects 100% of the Joliet Terminal storage capacity.

(2)

Adjusted

EBITDA

is

a

non-GAAP

measure.

Please

see

reconciliation

pages

in

the

appendix

to

this

presentation.

(3)

Assumes

the

Partnership

consolidates100%

of

the

revenue

associated

with

the

JBBR

Joint

Venture

Company;

however,

the

Partnership

will

only

receive

60%

of

the

income

and

cash

distributions.

(4)

Represents the Partnership’s 60% interest in the JBBR Joint Venture Company.

Throughput (mbbls/d)

Revenue ($mm)

Adjusted

EBITDA

(2)

($mm)

18

(1)

$21.0

$22.9

$47.8

$35.3

$41.6

$54.1

$87.1

$33.0

$-

$20.0

$40.0

$60.0

$80.0

$100.0

2011

2012

2013

YTD

09/30/13

YTD

09/30/14

LTM

09/30/14

JBBR Ann.

PF LTM

09/30/14

(3)

$9.3

$10.9

$24.0

$16.8

$22.8

$29.9

$44.8

$14.9

$-

$10.0

$20.0

$30.0

$40.0

$50.0

2011

2012

2013

YTD

09/30/13

YTD

09/30/14

LTM

09/30/14

JBBR Ann.

PF LTM

09/30/14

(4)

3.1 

3.5 

5.0 

6.7 

1.0

2.0

3.0

4.0

5.0

6.0

7.0

2011

2012

2013

PF 09/30/14

30.7 

40.9 

70.7 

71.8 

10.0

20.0

30.0

40.0

50.0

60.0

70.0

80.0

2011

2012

2013

09/30/14

-

-

Investment Highlights

Diversified

and

well

positioned

asset

portfolio

to

capitalize

on

organic

and

third

party

growth

opportunities

Joliet Terminal establishes a new growth platform for the Partnership in the Chicago refining corridor, with access to new and existing customers

Supportive sponsor group with energy industry expertise and access to capital and investment opportunities

GE

EFS,

part

of

the

Partnership’s

sponsor

group,

is

supporting

the

JBBR

acquisition

via

the

JBBR

Joint

Venture

Company

(60%

Arc

Logistics

/

40% GE EFS)

Arc Logistics Partners LP is a fee-based, growth-oriented, independent logistics service provider

Financial flexibility to achieve near and long-term opportunities

JBBR

acquisition

is

accretive

to

distributable

cash

flow

per

unit;

Arc

Logistics

intends

to

increase

the

quarterly

distribution

per

unit

by

$0.03 (~7%

increase from the Q4 2014 distribution) with respect to the first full quarter of operations following the closing of the acquisition

Stable and predictable cash flow profile

JBBR acquisition is supported by 100% contracted fee-based take-or-pay cash flows

19

Customer driven, attractive and visible growth opportunities

Joliet Terminal brings attractive growth opportunities with an existing customer and options to explore future opportunities with new customers

Experienced management team with a proven track record of growing the business

Management continues to successfully identify and execute on organic growth and third party acquisition opportunities

Questions

Appendix

Non-GAAP Financial Measures

22

The Partnership defines Adjusted EBITDA as net income before interest expense, income taxes and depreciation and amortization expense, as

further adjusted for other non-cash charges and other charges that are not reflective of our ongoing operations. Adjusted EBITDA is a non-GAAP

financial measure that management and external users of the Partnership's consolidated financial statements, such as industry analysts,

investors, lenders and rating agencies, may use to assess (i) the performance of the Partnership's assets without regard to the impact of financing

methods, capital structure or historical cost basis of the Partnership's assets; (ii) the viability of capital expenditure projects and the overall rates of

return on alternative investment opportunities; (iii) the Partnership's ability to make distributions; (iv) the Partnership's ability to incur and service

debt and fund capital expenditures; and (v) the Partnership's ability to incur additional expenses. The Partnership believes that the presentation of

Adjusted EBITDA provides useful information to investors in assessing its financial condition and results of operations.

The Partnership defines distributable cash flow as Adjusted EBITDA less (i) cash interest expense paid; (ii) cash income taxes paid; (iii)

maintenance capital expenditures paid; and (iv) equity earnings from the Partnership’s interests in Gulf LNG Holdings Group, LLC (the “LNG

Interest”); plus (v) cash distributions from the LNG Interest. Distributable cash flow is a non-GAAP financial measure that management and

external users of the Partnership’s consolidated financial statements may use to evaluate whether the Partnership is generating sufficient cash

flow to support distributions to its unitholders as well as measure the ability of the Partnership’s assets to generate cash sufficient to support its

indebtedness and maintain its operations.

The GAAP measure most directly comparable to Adjusted EBITDA and distributable cash flow is net income. Adjusted EBITDA and distributable

cash flow should not be considered as an alternative to net income. Adjusted EBITDA and distributable cash flow have important limitations as

analytical tools because they exclude some but not all items that affect net income. You should not consider Adjusted EBITDA or distributable

cash flow in isolation or as a substitute for analysis of the Partnership's results as reported under GAAP. Additionally, because Adjusted EBITDA

and distributable cash flow may be defined differently by other companies in the Partnership's industry, its definitions of Adjusted EBITDA and

distributable cash flow may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. Please see the

reconciliation of net income to Adjusted EBITDA and distributable cash flow in the accompanying tables.

Standalone Reconciliation to Adjusted EBITDA

23

Year Ended December 31,

YTD Ended

2011

2012

2013

09/30/13

09/30/14

Net Income

5,366

$         

5,423

$         

12,831

$       

12,470

$       

6,239

$         

Income taxes

25

43

20

18

54

Interest expense

491

1,320

8,639

4,889

2,730

Gain on bargain purchase of business

-

-

(11,777)

(11,777)

-

Depreciation

2,749

3,317

5,836

4,154

5,319

Amortization

649

624

4,756

3,425

4,060

One-time transaction expenses

-

135

3,673

3,666

451

Non-cash charges

-

-

-

-

3,943

Management Fees

-

-

-

-

-

Adjusted EBITDA

9,280

$         

10,862

$       

23,978

$       

16,845

$       

22,796

$       

(1)

(2)

(3)

(1)

The one-time transaction expenses for 2012 and 2013 relate to the due diligence and acquisition expenses associated with the purchase of the Mobile, AL, Saraland, AL and Brooklyn, NY facilities; for 2014,

such expenses related to the consummation of the Portland, OR terminal lease transaction.

(2)

The non-cash charges relate to deferred rent expense associated with the Portland, OR terminal lease transaction and non-cash compensation associated with the Partnership’s long-term incentive plan.

(3)

Adjusted EBITDA is defined as a non-GAAP measure.

Reconciliation to Adjusted EBITDA and DCF

(1)

The one-time transaction expenses for 2013 relate to the due diligence and acquisition expenses associated with the purchase of the Mobile, AL, Saraland, AL and Brooklyn, NY facilities; for 2014, such

expenses related to the consummation of the Portland, OR terminal lease transaction.

(2)

The

non-cash

charges

relate

to

deferred

rent

expense

associated

with

the

Portland,

OR

terminal

lease

transaction

and

non-cash

compensation

associated

with

the

Partnership

long-term

incentive

plan.

(3)

Pursuant

to

the

management

services

agreement

to

be

entered

into

by

GE

EFS

and

Arc

Logistics,

Arc

Logistics

will

be

paid

an

annual

fee

of

$500,000

plus

a

per

barrel

fee

for

throughput

in

excess

of

the minimum volume commitments.

(4)

Adjusted EBITDA and Distributable Cash Flow are defined as non-GAAP measures.

(5)

Mid-point

of

the

projected

Adjusted

EBITDA

range

between

$23

million

to

$25

million,

or

$24

million.

(6)

Estimated net income attributable to 100% of the JBBR Joint Venture Company. Projection assumes minimum contracted revenue, minimum volumes, and forecasted operating expenses for the twelve

months following the targeted acquisition closing date.

(7)

Estimated depreciation based on a preliminary purchase price allocation developed by management.

(8)

Estimated amortization based on a preliminary purchase price allocation developed by management.

(9)

Estimated earn-out owed to Seller under the minimum volume commitments.

(10)

Adjusted to reflect only nine months of ownership.

(11)

Required adjustments to reflect the Partnership's 60% ownership in the JBBR Joint Venture Company which includes any costs associated with the debt financing.

(12)

Assumes $59.8 million of additional indebtedness at an interest rate of 3.5%.

24

JBBR JVCO

Pro Forma

FYE

YTD Ended

JBBR Est.

JBBR Est.

Arc Logistics

YTD

12/31/13

09/30/13

09/30/14

Annualized

9 Months

Adjustments

09/30/14

Net Income

12,831

$     

12,470

$     

6,239

$       

10,297

$     

7,723

$       

(4,659)

$      

9,303

$       

Income taxes

20

18

54

-

-

-

54

Interest expense

8,639

4,889

2,730

-

-

1,570

4,300

Gain on bargain purchase of business

(11,777)

(11,777)

-

-

-

-

-

Depreciation

5,836

4,154

5,319

3,321

2,491

(996)

6,813

Amortization

4,756

3,425

4,060

10,382

7,786

(3,114)

8,732

One-time transaction expenses

3,673

3,666

451

-

-

-

451

Non-cash charges

-

-

3,943

-

-

-

3,943

Management Fees

-

-

-

-

-

375

375

Adjusted EBITDA

23,978

$     

16,845

$     

22,796

$     

24,000

$     

18,000

$     

(6,825)

$      

33,971

$     

Cash interest expense

(2,534)

-

-

(1,570)

(4,104)

Cash income taxes

(54)

-

-

-

(54)

Maintenance capital expenditures

(1,802)

(500)

(375)

150

(2,027)

Equity earnings from the LNG Interest

(7,406)

-

-

-

(7,406)

Cash distributions received from the LNG Interest

7,298

-

-

-

7,298

Seller Earn-out

-

(1,369)

(1,027)

411

(616)

Distributable Cash Flow

18,298

$     

22,131

$     

16,598

$     

(7,834)

$      

27,062

$     

(6)

(7)

(8)

(10)

(11)

(9)

(5)

(9)

(12)

(1)

(2)

(3)

(4)

(4)

Reconciliation to LTM Adjusted EBITDA

25

(1)

The one-time transaction expenses for 2013 relate to the due diligence and acquisition expenses associated with the purchase of the Mobile, AL, Saraland, AL and Brooklyn, NY facilities; for 2014, such

expenses related to the consummation of the Portland, OR terminal lease transaction.

(2)

The

non-cash

charges

relate

to

deferred

rent

expense

associated

with

the

Portland,

OR

terminal

lease

transaction

and

non-cash

compensation

associated

with

the

Partnership

long-term

incentive

plan.

(3)

Pursuant

to

the

management

services

agreement

to

be

entered

into

by

GE

EFS

and

Arc

Logistics,

Arc

Logistics

will

be

paid

an

annual

fee

of

$500,000

plus

a

per

barrel

fee

for

throughput

in

excess

of

the minimum volume commitments.

(4)

Adjusted EBITDA is defined as a non-GAAP measure.

(5)

Mid-point of the projected EBITDA range between $23 million to $25 million, or $24 million.

(6)

Estimated net income attributable to 100% of the JBBR Joint Venture Company. Projection assumes minimum contracted revenue, minimum volumes, and forecasted operating expenses for the twelve

months following the targeted acquisition closing date.

(7)

Estimated depreciation based on a preliminary purchase price allocation developed by management.

(8)

Estimated amortization based on a preliminary purchase price allocation developed by management.

(9)

Required adjustments to reflect the Partnership's 60% ownership in the JBBR Joint Venture Company which includes any costs associated with the debt financing.

(10)

Assumes $59.8 million of additional indebtedness at an interest rate of 3.5%.

Pro Forma

FYE

YTD Ended

LTM

JBBR JVCO

Arc Logistics

LTM

12/31/13

09/30/13

09/30/14

09/30/14

Annualized

Adjustments

09/30/14

Net Income

12,831

$     

12,470

$     

6,239

$       

6,600

$       

10,297

$     

(6,212)

$      

10,685

$     

Income taxes

20

18

54

56

-

-

56

Interest expense

8,639

4,889

2,730

6,480

-

2,093

8,573

Gain on bargain purchase of business

(11,777)

(11,777)

-

-

-

-

-

Depreciation

5,836

4,154

5,319

7,001

3,321

(1,328)

8,994

Amortization

4,756

3,425

4,060

5,391

10,382

(4,153)

11,620

One-time transaction expenses

3,673

3,666

451

458

-

-

458

Non-cash charges

-

-

3,943

3,943

-

-

3,943

Management Fees

-

-

-

-

-

500

500

Adjusted EBITDA

23,978

$     

16,845

$     

22,796

$     

29,929

$     

24,000

$     

(9,100)

$      

44,829

$     

(6)

(7)

(8)

(9)

(5)

(10)

(2)

(3)

(4)

(1)