Case KG Doc 498 Filed 07/23/18 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case KG Doc 498 Filed 07/23/18 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) PES HOLDINGS, LLC, et al., 1 ) Case No (KG) ) Debtors. ) (Jointly Administered) ) ) Related Docket No. 485 CERTIFICATION OF COUNSEL REGARDING REVISED PROPOSED ORDER (I) APPROVING CERTAIN IMPLEMENTATION CONDITIONS WITH RESPECT TO NEW INTERMEDIATION FACILITY AND (II) GRANTING RELATED RELIEF The undersigned hereby certifies the following: 1. On July 18, 2018, the debtors and debtors in possession (collectively, the Debtors ) in the above-captioned cases, filed the Debtors Motion for Entry of an Order (I) Approving Certain Implementation Conditions with Respect to New Intermediation Facility and (II) Granting Related Relief [Docket No. 485] (the Motion ). Eastern Time. 2. The deadline to object to the motion was July 19, 2018 at 4:00 p.m. 3. The Debtors received informal comments to the proposed order from the United States Trustee ( UST ), the United States Department of Justice ( DOJ ), and Merrill Lynch Commodities, Inc. ( MLC ). 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: PES Holdings, LLC (8157); North Yard Financing, LLC (6284); North Yard GP, LLC (5458); North Yard Logistics, L.P. (5952); PES Administrative Services, LLC (3022); PES Logistics GP, LLC (9202); PES Logistics Partners, L.P. (1288); PESRM Holdings, LLC (2107); and Philadelphia Energy Solutions Refining and Marketing LLC (9574). The Debtors service address is: 1735 Market Street, Philadelphia, Pennsylvania DOCS_DE: /001

2 Case KG Doc 498 Filed 07/23/18 Page 2 of 3 4. Attached hereto as Exhibit A is a revised proposed form of order (the Revised Proposed Order ). Attached hereto as Exhibit B is a blackline showing changes to the Revised Proposed Order from the version of the proposed order filed with the Motion. 5. The UST, DOJ, and MLC have no objection to entry of the Revised Proposed Order. 6. The Debtors respectfully request entry of the Revised Proposed Order at the Court s convenience. [Remainder of Page Left Intentionally Blank] DOCS_DE: /001 2

3 Case KG Doc 498 Filed 07/23/18 Page 3 of 3 Dated: July 23, 2018 /s/ Peter J. Keane Wilmington, Delaware Laura Davis Jones (DE Bar No. 2436) Timothy P. Cairns (DE Bar No. 4228) Peter J. Keane (DE Bar No. 5503) PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware (Courier 19801) Telephone: (302) Facsimile: (302) ljones@pszjlaw.com tcairns@pszjlaw.com pkeane@pszjlaw.com - and - James H.M. Sprayregen, P.C. Steven N. Serajeddini (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois Telephone: (312) Facsimile: (312) james.sprayregen@kirkland.com steven.serajeddini@kirkland.com - and - Edward O. Sassower, P.C. (admitted pro hac vice) Matthew C. Fagen (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York Telephone: (212) Facsimile: (212) edward.sassower@kirkland.com matthew.fagen@kirkland.com Co-Counsel to the Debtors and Debtors in Possession DOCS_DE: /001

4 Case KG Doc Filed 07/23/18 Page 1 of 15 Exhibit A Revised Proposed Order DOCS_DE: /001

5 Case KG Doc Filed 07/23/18 Page 2 of 15 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) PES HOLDINGS, LLC, et al., 1 ) Case No (KG) ) Debtors. ) (Jointly Administered) ) ) Re: Docket No. 485 ORDER (I) APPROVING CERTAIN IMPLEMENTATION CONDITIONS WITH RESPECT TO NEW INTERMEDIATION FACILITY AND (II) GRANTING RELATED RELIEF Upon consideration of the Debtors Motion for Entry of an Order (i) Approving Certain Implementation Conditions With Respect to New Intermediation Facility and (ii) Granting Related Relief [Docket No. 485] (the Motion ); 2 and this Court having found that it has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and this Court having found that this Court may enter a final order consistent with Article III of the United States Constitution; and this Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C and 1409; and this Court having found that the relief requested in the Motion is in the best interests of the Debtors estates, their creditors, equityholders, and other parties in interest; and this Court having found that the Debtors notice of the Motion and 1 2 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: PES Holdings, LLC (8157); North Yard Financing, LLC (6284); North Yard GP, LLC (5458); North Yard Logistics, L.P. (5952); PES Administrative Services, LLC (3022); PES Logistics GP, LLC (9202); PES Logistics Partners, L.P. (1288); PESRM Holdings, LLC (2107); and Philadelphia Energy Solutions Refining and Marketing LLC (9574). The Debtors service address is: 1735 Market Street, Philadelphia, Pennsylvania Capitalized terms used but not defined in this Order have the meaning ascribed to such terms in the Motion.

6 Case KG Doc Filed 07/23/18 Page 3 of 15 opportunity for a hearing on the Motion were appropriate under the circumstances and no other notice need be provided; and this Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing, if any, before this Court (the Hearing ); and this Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor, 1. it is HEREBY ORDERED THAT: The Motion is granted to the extent set forth herein. 2. The Debtors entry into and performancee under the MLC Phase-In Transactions and the other transactions contemplated by the Master Transaction Agreement (including ( i) the transfer of PESIC s claims, security interestss and other rights against PESRM into escrow for the benefit of MLC, to be released to MLC in accordance with the terms thereof, (ii) any provisions relating to payment of fees, expenses and/ /or interest incurred by Protected Counterparties or ICBCS, and (iii) any provisions relating to single unified contract or integrated agreement ) is hereby approved. 3. The Debtors and all other necessary parties shall execute, deliver, and join in the execution or delivery of any instrument, as applicable, required to effect a transfer of property dealt with by the Plan, and perform any other act that iss necessary for the consummation of the Plan, including the MLC Phase-In Transactions and thee other transactions contemplated by the Master Transaction Agreement; provided, however, that absent the entry of the Protected Counterparties into the Master Transaction Agreement,, which shall be in their sole discretion, the Protected Counterparties shall have Transactions. no obligation to enter into the MLC Phase-In 2

7 Case KG Doc Filed 07/23/18 Page 4 of Protected Counterparties shall have thee right to terminate the MLC Phase-In Transactions and liquidate their collateral upon the occurrence of any event of default under the agreements governing the MLC Phase-In Transactions, including the Master Transaction Agreement (the exercise of any such termination right, a Liquidation Event ); provided, that the MLC Phase-In Transactions s shall automatically expire and the Protected Counterparties shall have the right to liquidate their collateral and exercise all remedies under the applicable agreements: (i) on the ICBCS Crude Step-in Date if ICBCS fails to enter into the ICBCS Crude Step-in Transactions on or before the ICBCS Crude Step-in Date or (ii) on the ICBCS Refined Products Step-in Date if ICBCS fails to enter into the ICBCS Refined Products Step-in Transactions on or before the ICBCS Refined Products Step-in Date. The Protected Counterparties shall have no obligation to provide an intermediation facility to the Reorganized Debtors after the occurrence of a Liquidation Event or automatic expiration of the MLC Phase-In Transactions. Upon the Protected Counterparties request, the Debtors shall request that the Court schedule statuss conferences to be held no less thann ten (10) days prior to the ICBCS Crude Step-In Date and the ICBCS Refined Products Step-In Date, respectively. 5. The Protected Counterparties shall havee no liability to any of the Reorganized Debtors or any other person or entity if (i) such Protected Counterparties terminate the MLC Phase-In Transactions in accordance with their terms or (ii) ICBCS fails for any reason whatsoever (including if such failure is caused or aided,, or alleged to be caused or aided, by the Protected Counterparties) timely to enter into any aspect of the New Intermediation Facility, provided, that this paragraph shall not apply to any obligations of PESIC to MLC, and provided further, that nothing in this paragraph shall impair any rights of ICBCS under Article V of the 3

8 Case KG Doc Filed 07/23/18 Page 5 of 15 Master Transaction Agreement. Nothing in this paragraph shall impair any rights of any party under the Master Transaction Agreement. 6. The Debtors, Reorganized Debtors and all other parties in interest are enjoined from (i) interfering with the Protected Counterparti ies exercise of their terminationn and liquidation rights, (ii) seeking to convert any of the Chapter 11 Cases to cases under Chapter 7 of the Bankruptcy Code, and (iii) filing new bankruptcy petitions for any of the Debtors, in each case until both the ICBCS Crude Step-In Date and thee ICBCS Refined Products Step-In Date have occurred and/or the Protected Counterparties have been indefeasibly paid in full or completed the exercise of all remedies available to them (such completion, a Completion Event deemed to occur when confirmed in writing by the Protected Counterparties or otherwise determined by the Bankruptcy Court to occur). 7. Upon the occurrence of any Liquidation Event, if MLC terminates any transaction with PESRM, PESIC or ICBCS as a result of a defaultt thereunder,, if the ICBCS Crude Step-in Transactions do not occur by the ICBCS Crude Step-In Transactions Date for any reason (including if such non-occurrence is caused or aided, or alleged to be caused or aided, by the Protected Counterparties), or if the ICBCS Refined Products Step-in Transactions do not occur by the ICBCS Refined Products Step-In Date for any reason (including if such non-occurrence is caused or aided, or alleged to be caused or aided, by thee Protected Counterparties), PESRM will proceed to an orderly liquidation pursuant to this Order, will cooperate with MLC in such orderly liquidation, and the filing of a voluntary or involuntary bankruptcy petition for PESRM shall be and is enjoined. Nothing in this paragraph shall impair any rights of any party under the Master Transaction Agreement. 4

9 Case KG Doc Filed 07/23/18 Page 6 of As provided in the MLC Phase-In Transactions, subject to the Carve Out (as defined in the DIP Orders and with such modifications to the Carve Out from and after a Termination Date 3 as appropriate, which Carve Out shall remain in effect while this Order remains in effect), the Protected Counterparties shall retain all of their present liens and security interests in all of their respective collateral (includingg MLC Separate Assetss and Collateral), regardless of whether such collateral was in existence on or came into existence after the Effectivee Date, to secure: (i) all Intermediati ion Claims arising prior to the Effective Date (which shall not be discharged until such claims are indefeasibly paid in full) and (ii) the obligations of the Reorganized Debtors under the MLC Phase-In Transactions until ICBCS replaces MLC with respect to such MLC Phase-In Transactions s, and/or all obligations of PESRM to the Protected Counterparties are otherwise indefeasibly paid in full orr a Completion Event has occurred. The liens and security interests of the Protected Counterparties are valid, enforceable, automatically and fully perfected and non-avoidable, and shall not bee made subject to or pari passu with (A) any lien, security interest or claim heretoforee or hereinafter granted in these Chapter 11 Cases, or any Successor Cases, and shall be valid and enforceable against the Debtors, their estates, the Reorganized Debtors, any trusteee or any other estate representative appointed or elected in these Chapter 11 Cases or any Successor Cases and/or upon the dismissal of any of these Chapter 11 Cases or any Successor Cases, (B) any lien that is avoided and preserved for the benefit of the Debtors and their estates under section 551 of the Bankruptcy Code or otherwise, and (C) any intercompany or affiliate lien or claim; and (ii) shall nott be subject to sections 506(c), 510, 549, 3 Termination Date shall mean: (x) the date the Reorganized Debtors receive written notice from a Protected Counterparty that a Liquidation Event has occurred, (y) the ICBCS Crude Step-In Transactions Date, if the ICBCS Crude Step-in Transactionss do not occur by such date, or (z) the ICBCS Refined Products Step-In Date, if the ICBCS Refined Products Step-in Transactions do not occur by such date. 5

10 Case KG Doc Filed 07/23/18 Page 7 of or 551 of the Bankruptcy Code in any further case or proceeding under the Bankruptcy Code. 9. junior to Subject to the Carve Out, no lien or security interest, whether senior, pari passu or the security interests of the Protected Counterparties, shall be granted with respect to the MLC Separate Assets and Collateral or the JPMVEC Separate Assetss and Collateral, including any proceeds thereof. 10. All rights and remedies of Protected Counterparties under the MLC Phase-In Transactions and this Order (including (i) terminationn rights, (ii)) those rights and remedies arising upon automatic expiration of the MLC Phase-In Transactions if ICBCS fails to enter into the ICBCS Crude Step-in Transactions and/or the ICBCS Refined Products Step-in Transactions on or before the ICBCS Crude Step-in Date and the ICBCS Refined Products Step-in Date, as applicable, and (iii) any rights of the Protected Counterpartiess under the MLC Phase-In Transactions to dispose of, or to cause the SOA Collateral Agent to appoint a Protected Counterparty or a third party designated by a Protectedd Counterparty to conduct a liquidation proceeding (the Liquidation Agent ) to dispose of their collateral consisting of hydrocarbon inventories, and the liquidation of such collateral by such Protected Counterparty or Liquidation Agent, in each case in accordance with the terms of the MLC Phase-In Transactionss and notwithstanding any applicable law (including the Uniform Commercial Code) that is inconsistent with the collateral disposition provisions of the MLC Phase-In Transactions) shall be immediately enforceable and shall not be modified,, stayed, enjoined, avoided or otherwise limited by order of the Bankruptcy Court or in any court proceeding under the Bankruptcy Code. 6

11 Case KG Doc Filed 07/23/18 Page 8 of MLC shall control the exercise of any termination rights by MLC and PESIC and the calculation of the claims of MLC and Phase-In Transactions. PESIC in accordance with the terms of the MLC 12. The Protected Counterparties may setoff or net amounts or obligations arising In Transactions and vice versa, regardless of whether such amounts or prepetition, postpetition, or on or after the Effective Date. obligations under the Intermediation Contracts against amounts or obligations arising under the MLC Phasearise 13. The calculation of any damages, settlement payments, and/or termination payments owing under the MLC Phase-In Transactions (including the timing of measurement or calculation of any such damages, settlementt payments, or termination payments) shall be made pursuant to the terms of such MLC Phase-In Transactions and applicable law. 14. Following a Liquidation Event or automatic expiration of the MLC Phase-In Transactions, the Reorganized Debtors shall use commercially reasonable efforts to cooperate with the liquidation of MLC s and PESIC s collateral at the direction of the Liquidation Agent, SOA Collateral Agent, and/or Protected Counterparties,, as applicable, including the agreement to refine crude oil inventory into refined products, in each case in accordance with the terms of the MLC Phase-In Transactions s. The Reorganized Debtors obligations under this paragraph shall continue until the Protected Counterparties are indefeasibly paid in full or a Completion Event shall have occurred. 15. Following a Liquidation Event or automatic expiration of the MLC Phase-In Transactions, the Reorganized Debtors shall use commercially reasonable efforts to cooperate with the liquidation of ICBCS s inventory and/or collateral at the direction of ICBCS, including the agreement to refine crude oil inventory into refined products, in each case in accordance with 7

12 Case KG Doc Filed 07/23/18 Page 9 of 15 the terms of the operative documents of Intermediation Facility. the Master Transactionn Agreement or the ICBCS 16. Without limiting any other provision of this Order,, the provisions of the MLC Phase-In Transactions that, following any exercise of termination rights (whether as a result of a Liquidation Event or automatic expiration of the MLC Phase-In Transactions), will permit MLC to determine the early termination amount under the ISDA Master Agreement between PESRM and PESIC, file one or more claims against PESRM in respect of such early termination amount and require PESIC to transfer such secured claims to MLC upon request are hereby approved. 17. The Debtors and Reorganized Debtors waive the right and shall not seek relief that would in any way restrict or impair the rights of the Protected Counterparties under the MLC Phase-In Transactions, the agreements governing under the MLC Phase-In Transactions (including, without limitation, the Master Transaction Agreement) or this Order; provided, that such waiver shall not preclude the Debtors or Reorganized Debtors from contesting whether a default or event of default has occurred under the MLC Phase-In Transactions or asserting any other contractual rights available to them under the MLC Phase-In Transactions. In no event shall Protected Counterparties be subject to the equitablee doctrine off marshaling or any similar doctrine with respect to their Collateral. In no event shall the equities of the case exception in section 552(b) of the Bankruptcy Code apply to any security interests of the Protected Counterparties in any further case or proceeding under the Bankruptcy Code. 18. No costs or expenses of preserving or disposing off any collateral of Protected Counterparties shall be imposed on any Protected Counterparty orr recoverable from any such collaterall pursuant to section 506(c) of the Bankruptcy Code in any further case or proceeding under the Bankruptcy Code, or otherwise, without the prior written consent of such Protected 8

13 Case KG Doc Filed 07/23/18 Page 10 of 15 Counterparty, and no such consent shall be implied from any action, inaction or acquiescence by any Protected Counterparty. The Protected Counterparties shalll not be responsible for the payment or reimbursement of any fees or disbursementss of any professional person incurred by the Debtors or Reorganized Debtors in connection with the Cases or any Successor Cases under any chapter of the Bankruptcy Code. Nothing in this Order or otherwise shall be construed to obligate the Protected Counterparties, in any way, to pay compensation to, or to reimburse expensess of, any professional person or to guarantee that the Debtors or Reorganized Debtors have sufficient funds to pay such compensation or reimbursement. 19. If any or all of the provisions of this Order are stayed, modified in a manner adverse to the Protected Counterparties, or vacated, or this Order otherwise terminates, such stay, modification, vacation, or termination will not affect (a) the validity or priority of any indebtedness, obligation, or liability incurred by the Debtors or Reorganized Debtors to the Protected Counterparties before the receipt of written notice by Protected Counterparties of the effective date of such stay, modification or vacation, (b)) the validity, priority or enforceability of the security interests and netting and termination rights authorized or created hereby or pursuant to the MLC Phase-In Transactions or any related documents, and (c) the rights of Protected Counterparties to exercise remedies as set forth in the MLC Phase-In Transactions. 20. The Debtors acknowledge and agree, andd the Court finds, that: (i) the Protected Counterparties are forward contract merchants and/or swap participants as such terms are used in sections 556 and/or 560 and defined in section 101 of the Bankruptcy Code; (ii) the MLC Phase-In Transactions are forward contracts and/or swap agreements, as the case may be, as such terms are defined in sections 101 of the Bankruptcy Code and, as such, are therefore Safe Harbor contracts under the applicable provisions of the Bankruptcy Code. As Safe Harbor 9

14 Case KG Doc Filed 07/23/18 Page 11 of 15 contracts, the right of Protected Counterparti ies to cause the liquidation and/or termination of the MLC Phase-In Transactions because of a condition of the kind specified in section 365(e)( (1) of the Bankruptcy Code is not and cannot be stayed, avoided or otherwise limited by operation of any provision of the Bankruptcy Code or order of a bankruptcy court, and no transfer in connection with the MLC Phase-In Transactions, made to or forr the benefit of a Protected Counterparty; may be avoided by a trustee in bankruptcy except under section 548(a)(1)(A) of the Bankruptcy Code; and (iii) the MLC Phase-In Transactions constitute a contract to make a loan, or extend other debt financing or financial accommodations,, to or for the benefit of the debtor within the meaning of Sections 365(c)(2) and 365(e)(2)(B) of the Bankruptcy Code. 21. The Debtors acknowledge and agree, and the Court finds, that: (i) ICBCS is a forward contract merchant and/or swap participant as such terms are used in sectionss 556 and/or 560 and defined in section 101 of the Bankruptcy Code; (ii) the transactions under the New Intermediation Facility, including the Master Transactionn Agreement, are forward contracts and/or swap agreements, as the case may be, as such terms are defined in sections 101 of the Bankruptcy Code and, as such, are therefore Safe Harbor contracts under the applicable provisionss of the Bankruptcy Code. As Safe Harbor contracts, the right of ICBCS to cause the liquidation and/or termination of the transactions under the New Intermediation Facility, including the Master Transactionn Agreement, because of a condition of the kind specified in section 365(e)(1) of the Bankruptcy Code is not and cannot be stayed, avoided or otherwisee limited by operation of any provision of the Bankruptcy Code or order of a bankruptcy court, and no transfer in connection with the transactions under the New Intermediation Facility, including the Master Transaction Agreement, made too or for the benefit of ICBCS, may be avoided by a trustee in bankruptcy except under section 548(a)(1)(A) of the Bankruptcy Code. 10

15 Case KG Doc Filed 07/23/18 Page 12 of The Protected Counterparties do not control the Debtors or the Reorganized Debtors or their properties or operations, do not have authority to determine the manner in which any Debtor s or Reorganized Debtor s operations are conducted, and are not control persons or insiders of the Debtors or the Reorganized Debtors by virtue of any of the actions taken with respect to, in connection with, related to or arising from the MLC Phase-In Transactions; provided, however, that this paragraph shalll apply to liabilities to long as the Protected Counterparties are not (a) in control of the a governmental unit only so operations of the Debtors or Reorganized Debtors, and (b) a Responsibl le Party, Owner or Operator with respect to the operation or management of the Debtors or Reorganized d Debtors (as such terms or similar terms are used in the United States Comprehensive Environmental Response, Compensationn and Liability Act, 42 U.S.C. 9601, et seq. (as amended,, CERCLA ), or any similar federal or state statute). 23. In determining to enter into the MLC Phase-In Transactions, to permit the use of cash collateral or in exercising any rights or remedies under the MLC Phase-In Transactions, the Protected Counterparties shall not (a) be deemed to be in control of the operations of the Debtors or Reorganized Debtors, (b) owe any fiduciary duty to the Debtors, the Reorganized Debtors, or their respective creditors, shareholders or estates and (c)) be deemedd to be acting as a Responsible Party, Owner or Operator with respect to the operation or management of the Debtors or Reorganized Debtors (as such terms or similar terms are used in CERCLA, or any similar federal or state statute), provided, however, that this paragraph shall apply to liabilities to a governmental unit only so long as the Protected Counterparties are not (a) in control of the operations of the Debtors or Reorganized Debtors, andd (b) a Responsible Party, Owner or 11

16 Case KG Doc Filed 07/23/18 Page 13 of 15 Operator with respect to the operation or managemen nt of the Debtors or Reorganized Debtors (as such terms or similar terms are used in CERCLA, or any similar federal or state statute). 24. For the avoidance of doubt, the liens granted pursuant to the MLC Phase-In Transactions and this Order will not apply to any RINs required to be retired pursuant to the RVO Settlement Agreement. 25. The provisions of this Order shall be binding upon the Debtors, the Reorganized Debtors, the Protected Counterparties, the Restructuring Support Parties and all other parties receiving notice of the Motion, and their respective successors and assignss (including any trustees appointed for the Debtors estates in any proceeding under chapters 11 or 7 of the Bankruptcy Code) and inure to the benefit of the Protected Counterparties and Debtors (including any trustees appointed for the Debtors estates in a proceeding under chapters 111 or 7 of the Bankruptcy Code) and their respectivee successors and assigns. 26. Notwithstanding any other provisions in this Order, the benefits and protections of this Order shall be extended to all existing positions and future intermediation activities, regardless of whether the transaction arose prior or subsequent to the Effectivee Date or matures after the terminationn or liquidation of any MLC Phase-In Transaction; provided, that upon the indefeasible payment in full of the Protected Counterparties, this Order shall be of no further force or effect with respect to the MLC Phase-In Transactions; provided, however, that paragraphs 5, 8, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 30, 31, 33, and 34 of this Order shall remain in full force and effect. 27. This Order is an amendment to the Order Approving the Debtors Disclosure Statement for and Confirming the Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization of PES Holdings, LLC and its Debtor Affiliates [Docket No. 357] 12

17 Case KG Doc Filed 07/23/18 Page 14 of 15 (the Confirmation Order ) and has the force and effect thereof. To the extent of any conflict between this Order and any other prior order entered in these chapter 11 cases, including any prior amendment to the Confirmation Order, this Order shall govern. For the avoidance of doubt, ICBCS will take title to inventory, in accordance with the definitive documents governing the New Intermediation Facility, including the Master Transaction Agreement. 28. The Debtors are authorized and directed to take any action that may be required or appropriate to effectuate the execution of the relief granted pursuant to this Order. 29. Notwithstanding Bankruptcy Rule 6004(h), the termss and conditions of this Order shall be immediately effective and enforceable upon its entry, provided, however that this Order shall not be effective until the execution of the Master Transaction Agreement and the occurrence of the Effective Date. 30. This Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of thiss Order. 31. The purchases, sales, and transfers of hydrocarbonss under the Fourth Amended and Restated Supply and Offtake Agreement, the Marketing and Sourcing Agreement, and Consulting Agreement, and any other related agreements (and any amendments thereto) entered into in connection with the New Intermediation Facility, including the Master Transaction Agreement, shall be deemed absolute conveyances and true sales such that ICBCS will take title to and own such hydrocarbons, and all references to the New Intermediation Facility in the Confirmation Order, as modifiedd by the Order (I) Approving Technical Modifications to the Plan and Confirmation Order Regarding the Debtors New Intermediation Facility, and (II) Granting Related Relief [Docket No. 463] shall also include and refer to the New Intermediation Facility, 13

18 Case KG Doc Filed 07/23/18 Page 15 of 15 including with respect to the transactions contemplated by the Master Transaction Agreement, as referenced in this Order. 32. In the event of a Liquidation Event or automatic expiration of the MLC Phase-In Transactions, ICBCS may exercise any rights, remedies or take any action under the Master Transaction Agreement or the New Intermediation Facility, including terminating the Master Transaction Agreement and/or the New Intermediation Facility and liquidating its hydrocarbon inventory thereunder, if any, and all such rights and remedies shalll be immediately enforceable and shall not be modified, stayed, enjoined, avoidedd or otherwise limited by order of the Bankruptcy Court or any court proceeding under the Bankruptcy Code. 33. Notwithstanding any other provision of this Order, nothing in this Order shall modify any provision of the RVO Settlementt or Paragraph 94 of the Confirmation Order. 34. Nothing in this Order limits (i) MLC s or any other person s liability for their breach of any of their obligations as may be agreed to under the Master Transaction Agreement, the MLC Phase-in SOA (as to be referred to in the Master Transaction Agreement), or the Guaranty from Bank of America Corporation to PESRM for the obligations of MLC under the MLC Phase-in SOA, or (ii) PESIC s or any other person s liability for their breach of any of their obligations as PESRM may be agreed to under the Master Transaction Agreement, the PESIC- ISDA Master Agreement or the PESRM-PESIC Consulting Agreement, including (in each case under clauses (i) and (ii) of this paragraph), any obligation to return any cash collateral held by them once they have been paid in full. Dated:, 2018 Wilmington, Delaware THE HONORABLE KEVIN GROSS UNITED STATESS BANKRUPTCY JUDGE 14

19 Case KG Doc Filed 07/23/18 Page 1 of 16 Exhibit B Blackline Order DOCS_DE: /001

20 Case KG Doc Filed 07/23/18 Page 2 of 16 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) PES HOLDINGS, LLC, et al., 1 ) Case No (KG) ) Debtors. ) (Jointly Administered) ) ) Re: Docket No. 485 ORDER (I) APPROVING CERTAIN IMPLEMENTATION CONDITIONS WITH RESPECT TO NEW INTERMEDIATION FACILITY AND (II) GRANTING RELATED RELIEF Upon consideration of the Debtors Motion for Entry of an Order (i) Approving Certain Implementation Conditions With Respect to New Intermediation Facility and (ii) Granting Related Relief [Docket No. ]485] (the Motion ); 2 and this Court having found that it has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and this Court having found that this Court may enter a final order consistent with Article III of the United States Constitution; and this Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C and 1409; and this Court having found that the relief requested in the Motion is in the best interests of the Debtors estates, their creditors, equityholders, and other 1 2 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: PES Holdings, LLC (8157); North Yard Financing, LLC (6284); North Yard GP, LLC (5458); North Yard Logistics, L.P. (5952); PES Administrative Services, LLC (3022); PES Logistics GP, LLC (9202); PES Logistics Partners, L.P. (1288); PESRM Holdings, LLC (2107); and Philadelphia Energy Solutions Refining and Marketing LLC (9574). The Debtors service address is: 1735 Market Street, Philadelphia, Pennsylvania Capitalized terms used but not defined in this Order have the meaning ascribed to such terms in the Motion.

21 Case KG Doc Filed 07/23/18 Page 3 of 16 parties in interest; and this Court having found that the Debtors notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and no other notice need be provided; and this Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing, if any, before this Court (the Hearing ); and this Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: The Motion is granted to the extent set forth herein. The Debtors entry into and performance under the MLC Phase-In Transactions and the other transactions contemplated by the Master Transaction Agreement (including (i) the transfer of PESIC s claims, security interests and other rights against PESRM into escrow for the benefit of MLC, to be released to MLC in accordance with the terms thereof, and (ii) any provisions relating to payment of fees, expenses and/or interest incurred by Protected Counterparties or ICBCS), and (iii) any provisions relating to single unified contract or integrated agreement ) is hereby approved. 3. The Debtors and all other necessary parties shall execute, deliver, and join in the execution or delivery of any instrument, as applicable, required to effect a transfer of property dealt with by the Plan, and perform any other act that is necessary for the consummation of the Plan, including the MLC Phase-In Transactions and the other transactions contemplated by the Master Transaction Agreement; provided, however, that absent the entry of the Protected Counterparties into the Master Transaction Agreement, which shall be in their sole discretion, 1

22 Case KG Doc Filed 07/23/18 Page 4 of 16 the Protected Counterparties shall have no obligation to enter into the MLC Phase-In Transactions. 4. MLCProtected Counterparties shall have the right to terminate the MLC Phase-In Transactions and liquidate itstheir collateral upon the occurrence of any event of default thereunderunder the agreements governing the MLC Phase-In Transactions, including the Master Transaction Agreement (the exercise of any such termination right, a Liquidation Event ); provided, that the MLC Phase-In Transactions shall automatically expire and the Protected Counterparties shall have the right to liquidate their collateral and exercise all remedies under the applicable agreements: (i) on the ICBCS Crude Step-in Date if ICBCS fails to enter into the ICBCS Crude Step-in Transactions on or before the ICBCS Crude Step-in Date or (ii) on the ICBCS Refined Products Step-in Date if ICBCS fails to enter into the ICBCS Refined Products Step-in Transactions on or before the ICBCS Refined Products Step-in Date. The Protected Counterparties shall have no obligation to provide an intermediation facility to the Reorganized Debtors after the occurrence of a Liquidation Event or automatic expiration of the MLC Phase-In Transactions. Upon the Protected Counterparties request, the Debtors shall request that the Court schedule status conferences to be held no less than ten (10) days prior to the ICBCS Crude Step-In Date and the ICBCS Refined Products Step-In Date, respectively. 5. The Protected Counterparties shall have no liability to any of the Reorganized Debtors or any other person or entity if (i) such Protected Counterparties terminate the MLC Phase-In Transactions in accordance with their terms or (ii) ICBCS fails for any reason whatsoever (including if such termination is based upon the failure of ICBCS is caused or aided, or alleged to be caused or aided, by the Protected Counterparties) timely to enter into any aspect of the New Intermediation Facility)., provided, that this paragraph shall not apply to any 2

23 Case KG Doc Filed 07/23/18 Page 5 of 16 obligations of PESIC to MLC, and provided further, that nothing in this paragraph shall impair any rights of ICBCS under Article V of the Master Transaction Agreement. Nothing in this paragraph shall impair any rights of any party under the Master Transaction Agreement. 6. The Debtors, Reorganized Debtors and all other parties in interest are enjoined from (i) interfering with MLC sthe Protected Counterparties exercise of itstheir termination and liquidation rights, (ii) seeking to convert any of the Chapter 11 Cases to cases under Chapter 7 of the Bankruptcy Code, and (iii) filing new bankruptcy petitions for any of the Debtors, in each case until both the ICBCS Crude Step-In Date and the ICBCS Refined Products Step-In Date hashave occurred and/or MLC hasthe Protected Counterparties have been indefeasibly paid in full or completed the exercise of all remedies available to it.them (such completion, a Completion Event deemed to occur when confirmed in writing by the Protected Counterparties or otherwise determined by the Bankruptcy Court to occur). 7. Upon the occurrence of any Liquidation Event,Upon the occurrence of any Liquidation Event, if MLC terminates any transaction with PESRM, PESIC or ICBCS as a result of a default thereunder, if the ICBCS Crude Step-in Transactions do not occur by the ICBCS Crude Step-In Transactions Date for any reason (including if such non-occurrence is caused or aided, or alleged to be caused or aided, by the Protected Counterparties), or if the ICBCS Refined Products Step-in Transactions do not occur by the ICBCS Refined Products Step-In Date for any reason (including if such non-occurrence is caused or aided, or alleged to be caused or aided, by the Protected Counterparties), PESRM will proceed to an orderly liquidation pursuant to this Order, will cooperate with MLC in such orderly liquidation, and the filing of a voluntary or involuntary bankruptcy petition for PESRM shall be and is enjoined. Nothing in this paragraph shall impair any rights of any party under the Master Transaction Agreement. 3

24 Case KG Doc Filed 07/23/18 Page 6 of As provided in the MLC Phase-In Transactions, and subject to the Carve Out (as defined in the DIP Orders), and with such modifications to the Carve Out from and after a Termination Date 3 as appropriate, which Carve Out shall remain in effect while this Order remains in effect,), the Protected Counterparties shall retain all of their present liens and security interests in all of their respective collateral (including MLC Separate Assets and Collateral), regardless of whether such collateral was in existence on or came into existence after the time of the Effective Date, to secure: (i) all Intermediation Claims arising prior to the Effective Date (which shall not be discharged until such claims are indefeasibly paid in full) and (ii) the obligations of the Reorganized Debtors under the MLC Phase-In Transactions until ICBCS replaces MLC with respect to such MLC Phase-In Transactions, and/or all obligations of PESRM to the Protected Counterparties are otherwise indefeasibly paid in full or the Protected Counterparties have completed the exercise of all remedies available to them.a Completion Event has occurred. The liens and security interests of the Protected Counterparties are valid, enforceable, automatically and fully perfected and non-avoidable, and shall not be made subject to or pari passu with (A) any lien, security interest or claim heretofore or hereinafter granted in these Chapter 11 Cases, or any Successor Cases, and shall be valid and enforceable against the Debtors, their estates, the Reorganized Debtors, any trustee or any other estate representative appointed or elected in these Chapter 11 Cases or any Successor Cases and/or upon the dismissal of any of these Chapter 11 Cases or any Successor Cases, (B) any lien that is avoided and preserved for the benefit of the Debtors and their estates under section 551 of the Bankruptcy 3 Termination Date shall mean: (x) the date the Reorganized Debtors receive written notice from a Protected Counterparty that a Liquidation Event has occurred, (y) the ICBCS Crude Step-In Transactions Date, if the ICBCS Crude Step-in Transactions do not occur by such date, or (z) the ICBCS Refined Products Step-In Date, if the ICBCS Refined Products Step-in Transactions do not occur by such date. 4

25 Case KG Doc Filed 07/23/18 Page 7 of 16 Code or otherwise, and (C) any intercompany or affiliate lien or claim; and (ii) shall not be subject to sections 506(c), 510, 549, 550 or 551 of the Bankruptcy Code in any further case or proceeding under the Bankruptcy Code. 9. Subject to the Carve Out, no lien or security interest, whether senior, pari passu or junior to the security interests of the Protected Counterparties, shall be granted with respect to the MLC Separate Assets and Collateral or the JPMVEC Separate Assets and Collateral, including any proceeds thereof. 10. All rights and remedies of Protected Counterparties under the MLC Phase-In Transactions and this Order (including (i) termination rights, (ii) those rights and remedies arising upon automatic expiration of the MLC Phase-In Transactions if ICBCS fails to enter into the ICBCS Crude Step-in Transactions and/or the ICBCS Refined Products Step-in Transactions on or before the ICBCS Crude Step-in Date and the ICBCS Refined Products Step-in Date, as applicable, and (iii) any rights of the Protected Counterparties under the MLC Phase-In Transactions to dispose of, or to cause the SOA Collateral Agent to appoint a Protected Counterparty or a third party designated by a Protected Counterparty to conduct a liquidation proceeding (the Liquidation Agent ) to dispose of their collateral consisting of hydrocarbon inventories, and the liquidation of such collateral by such Protected Counterparty or Liquidation Agent, in each case in accordance with the terms of the MLC Phase-In Transactions and notwithstanding any applicable law (including the Uniform Commercial Code) that is inconsistent with the collateral disposition provisions of the MLC Phase-In Transactions) shall be immediately enforceable and shall not be modified, stayed, enjoined, avoided or otherwise limited by order of the Bankruptcy Court or in any court proceeding under the Bankruptcy Code. 5

26 Case KG Doc Filed 07/23/18 Page 8 of MLC shall control the exercise of any termination rights by MLC and PESIC and the calculation of the claims of MLC and PESIC in accordance with the terms of the MLC Phase-In Transactions. 12. The Protected Counterparties may setoff or net amounts or obligations arising under the Intermediation Contracts against amounts or obligations arising under the MLC Phase- In Transactions and vice versa, regardless of whether such amounts or obligations arise prepetition, postpetition, or on or after the Effective Date. 13. All Phase-In Transactions between a Reorganized Debtor and a Protected Counterparty shall constitute a single unified contract and integrated agreement. The determinationcalculation of any damages, settlement payments, and/or termination payments owing under the MLC Phase-In Transactions (including the timing of measurement or calculation of any such damages, settlement payments, or termination payments) shall be made pursuant to the terms of such MLC Phase-In Transactions and applicable law. 14. Following a Liquidation Event or automatic expiration of the MLC Phase-In Transactions, the Reorganized Debtors shall use commercially reasonable efforts to cooperate with the liquidation of MLC s and PESIC s collateral at the direction of the Liquidation Agent, SOA Collateral Agent, and/or Protected Counterparties, as applicable, including the agreement to refine crude oil inventory into refined products, in each case in accordance with the terms of the MLC Phase-In Transactions. The Reorganized Debtors obligations under this paragraph shall continue until the Protected Counterparties are indefeasibly paid in full or have completed the exercise of all remedies available to thema Completion Event shall have occurred. 15. Following a Liquidation Event or automatic expiration of the MLC Phase-In Transactions, the Reorganized Debtors shall use commercially reasonable efforts to cooperate 6

27 Case KG Doc Filed 07/23/18 Page 9 of 16 with the liquidation of ICBCS s inventory and/or collateral at the direction of ICBCS, including the agreement to refine crude oil inventory into refined products, in each case in accordance with the terms of the operative documents of the Master Transaction Agreement or the ICBCS Intermediation Facility. 16. Without limiting any other provision of this Order, the provisions of the MLC Phase-In Transactions that, following any exercise of termination rights, (whether as a result of a Liquidation Event or automatic expiration of the MLC Phase-In Transactions), will permit MLC to determine the early termination amount under the ISDA Master Agreement between PESRM and PESIC, file one or more claims against PESRM in respect of such early termination amount and require PESIC to transfer such secured claims to MLC upon request) are hereby approved. 17. The Debtors and Reorganized Debtors waive the right and shall not seek relief that would in any way restrict or impair the rights of the Protected Counterparties under the MLC Phase-In Transactions, the agreements governing under the MLC Phase-In Transactions (including, without limitation, the Master Transaction Agreement) or this Order; provided, that such waiver shall not preclude the Debtors or Reorganized Debtors from contesting whether a default or event of default has occurred under the MLC Phase-In Transactions or asserting any other contractual rights available to them in respect ofunder the MLC Phase-In Transactions. In no event shall Protected Counterparties be subject to the equitable doctrine of marshaling or any similar doctrine with respect to their Collateral. In no event shall the equities of the case exception in section 552(b) of the Bankruptcy Code apply to any security interests of the Protected Counterparties in any further case or proceeding under the Bankruptcy Code. 18. No costs or expenses of preserving or disposing of any collateral of Protected Counterparties shall be imposed on any Protected Counterparty or recoverable from any such 7

28 Case KG Doc Filed 07/23/18 Page 10 of 16 collateral pursuant to section 506(c) of the Bankruptcy Code in any further case or proceeding under the Bankruptcy Code, or otherwise, without the prior written consent of such Protected Counterparty, and no such consent shall be implied from any action, inaction or acquiescence by any Protected Counterparty. The Protected Counterparties shall not be responsible for the payment or reimbursement of any fees or disbursements of any professional person incurred by the Debtors or Reorganized Debtors in connection with the Cases or any Successor Cases under any chapter of the Bankruptcy Code. Nothing in this Order or otherwise shall be construed to obligate the Protected Counterparties, in any way, to pay compensation to, or to reimburse expenses of, any professional person or to guarantee that the Debtors or Reorganized Debtors have sufficient funds to pay such compensation or reimbursement. 19. If any or all of the provisions of this Order are stayed, modified in a manner adverse to the Protected Counterparties, or vacated, or this Order otherwise terminates, such stay, modification, vacation, or termination will not affect (a) the validity or priority of any indebtedness, obligation, or liability incurred by the Debtors or Reorganized Debtors to the Protected Counterparties before the receipt of written notice by Protected Counterparties of the effective date of such stay, modification or vacation, (b) the validity, priority or enforceability of the security interests and netting and termination rights authorized or created hereby or pursuant to the MLC Phase-In Transactions or any related documents, and (c) the rights of Protected Counterparties to exercise remedies as set forth in the MLC Phase-In Transactions. 20. The Debtors acknowledge and agree, and the Court finds, that: (i) the Protected Counterparties are forward contract merchants and/or swap participants as such terms are used in sections 556 and/or 560 and defined in section 101 of the Bankruptcy Code; (ii) the MLC Phase-In Transactions are forward contracts and/or swap agreements, as the case may be, as 8