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Home My WebLink AboutNC0022209_correspondence_20231121MYNA ENTERPRISES LLC November 21, 2023 John Hennessey Joe Corporon NC Dept. of Environmental Quality NC Division Water Resources 1617 Mail Service Center Raleigh, NC 27699 John.HennessyAdeq.nc. _og_v Joe.Corporonkdeq.nc. gov Re: Transfer of NPDES Permits for Raleigh Terminal (Apex) (Permit No. NC0022217), Greensboro Terminal (Permit No. NC0022209), Charlotte North Terminal (Permit No. NC0022187) and Charlotte South Terminal (Permit No. NC0046892) Dear Mr. Hennessey and Mr. Corporon, On November 8, 2023, Motiva Enterprises LLC ("Motiva") entered into an asset purchase agreement ("APA") with Global Operating LLC ("Global Operating"), as purchaser, and Global Partners LP ("Global Partners"), as guarantor, to sell to Global Operating certain product terminal facilities and related assets, including the Raleigh Terminal (located in Apex, NC), the Greensboro Terminal, the Charlotte North Terminal, and the Charlotte South Terminal. After the completion of the proposed transaction the Raleigh Terminal, the Greensboro Terminal, the Charlotte North Terminal, and the Charlotte South Terminal will be operated by Global Companies LLC ("Global Companies"), an affiliate of Global Operating, and will be owned by Global Terminal Holdings LLC ("Global Terminal Holdings," and together with Global Operating, Global Partners, and Global Companies, "Global"), another affiliate of Global Operating. The purpose of this letter is notify you, in accordance with 40 C.F.R. § 122.61(b), of Motiva's intent to transfer to Global Companies the National Pollutant Discharge Elimination System ("NPDES") permits for Raleigh Terminal (Permit No. NC0022217), Greensboro Terminal (Permit No. NC0022209), Charlotte North Terminal (Permit No. NC0022187) and Charlotte South Terminal (Permit No. NC0046892) and to request that North Carolina Department of Environmental Quality ("NC DEQ") automatically transfer these NPDES permits to Global Companies effective upon closing of the proposed transaction. Under 40 C.F.R. § 122.61(b), which is incorporated by reference in Part II, Section E(4) in each of the permits described above, NPDES permits may be automatically transferred to a new permittee if. (1) the current permittee notifies the Director at least 30 days in advance of the proposed transfer date; (2) the notice includes a written agreement between the existing and new permittees containing a specific date for transfer of permit responsibility, coverage, and liability between them; and (3) the Director does not notify the existing permittee and the proposed new permittee of its intent to modify or revoke and reissue the permit in lieu of this automatic transfer process. An excerpt of the APA (Attachment A) explains and allocates permit responsibility, coverage, and liability between Motiva and Global upon completion of the proposed transaction. Under the APA, the date for transfer of the NPDES permits is tied to the APA "Closing," which is scheduled to occur on or before December 31, 2023. Motiva will notify you of the exact closing date as soon as practicable. To the extent NC DEQ requires further information to execute the permit transfer, we respectfully request that you provide both Motiva and Global with prompt notice to allow the parties to timely respond in light of the anticipated closing timeframe. Please give me or Tom Keefe (781-398-4132) (on behalf of Global) a call if you would like to discuss this request further. Thank you for your attention to this matter. Sincerely, Dollnila Slater Enclosure cc: Philip Segaloff, Senior Associate General Counsel, Global Partners LP Tom Keefe, VP EHS Operations, Global Partners LP Brien Flanagan, Counsel for Global, Schwabe Kristine Pelt, HSE Manager, Motiva Enterprises LLC 2 ATTACHMENT A ASSET PURCHASE AGREEMENT by and among MOTIVA ENTERPRISES LLC, as Seller GLOBAL OPERATING LLC, as Purchaser and GLOBAL PARTNERS LP, as Guarantor November 8, 2023 CONFIDENTIAL Execution Version 14099863v17 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement"), dated as of November 8, 2023 (the "Effective Date"), is entered into by and between Motiva Enterprises LLC, a Delaware limited liability company (the "Seller"), Global Operating LLC, a Delaware limited liability company (the "Purchaser"), and Global Partners LP, a Delaware limited partnership (the "Guarantor"). Each of the foregoing is referred to herein as a "PAM" and collectively as the "Parties." In addition to the terms defined in the body of this Agreement, capitalized terms used herein shall have the meanings set forth in Annex A attached hereto and made a part hereof. RECITALS WHEREAS, the Seller owns product terminal facilities as more particularly listed on Annex B (each, a "Terminal Facility" and collectively, the "Terminal Facilities"); and WHEREAS, subject to the terms and conditions of this Agreement, the Purchaser desires to purchase and assume from the Seller, and the Seller desires to sell and assign to the Purchaser, the Terminal Facilities and the assets related to the Terminal Facilities set forth herein and the liabilities related thereto. NOW THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements set forth herein, the Parties hereby agree as follows: ARTICLE 1 PURCHASE AND SALE Section 1.1 Purchased Assets. Upon the terms and subject to the conditions contained in this Agreement, at the Closing, in exchange for the consideration described in Section 1.5 and the Purchaser's assumption of the Assumed Liabilities, the Seller shall sell, assign, transfer and convey to the Purchaser, and the Purchaser shall acquire and accept from the Seller, all of the Seller's right, title and interest in, to and under the following assets, properties and rights, whether tangible or intangible, real, personal or mixed (collectively, the "Purchased Assets"), free and clear of all Liens, except Permitted Liens: (f) to the extent assignable and subject to Section 4.5, all Licenses to the extent they are exclusively used in the Business, including those listed in Schedule 1.1(f) (the "Assigned Licenses"); N SimplyAgree Sign signature packet ID: 185a8514-fa94-4lf9-96a8-ae6acfe5cl9b written. This Agreement has been duly executed and delivered by the parties on the date first above SELLER: MOTIVA ENTERPRISES LLC By: d Name: Jeff Rinker Title: President and CEO SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT SimplyAgree Sign signature packet ID: abbc515a-2657-4152-b3c5-419d508493b5 PURCHASER: GLOBAL OPERATING LLC By: Name: Title: Sew T G" Sean T. Geary Chief Legal Officer GUARANTOR: GLOBAL PARTNERS LP By: Name: Title: Sean T. Geary Chief Legal Officer SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT SimplyAgree Sign signature packet ID: abbc515a-2657-4152-b3c5-419d508493b5 PURCHASER: GLOBAL OPERATING LLC By: Name: Title: Sean T. Geary Chief Legal Officer GUARANTOR: GLOBAL PARTNERS LP By: Name: Title: STC" Sean T. Geary Chief Legal Officer SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT CONFIDENTIAL Final Schedule 1.1(f) Assigned Licenses' Apex Terminal Permit and/or Exemption Number Type of Permit or Exemption Agency Authorized Activity Issued Expires Comments NC0022217 NPDES NCDENR Storm water & Hydrotest water 8/1/2020 4/30/2023 Greensboro Terminal Permit and/or Exemption Number Type of Permit or Exemption Agency Authorized Activity Issued Expires Comments NC0022209 NPDES NCDENR Storm Water & Hydrotest Water 11/1/2021 8/31/2026 91 CONFIDENTIAL Final Charlotte Terminal Permit and/or Exemption Number Type of Permit or Exemption Agency Authorized Activity Issued Expires Comments NC0022187 NPDES Charlotte North NCDEQ Wastewater 8/l/2021 6/30/2025 NC0046892 NPDES Charlotte South NCDE Wastewater 4/l/2021 6/30/2025 96