NC0027227_Owner (Name Change)_20230601

NORTH CAROLINA
Environmental Quality
NC DEPARTMENT OF ENVIRONMENTAL QUALITY
DIVISION OF WATER RESOURCES
WATER QUALITY PERMITTING SECTION
NPDES PERMITTING
PERMIT NAME/OWNERSHIP CHANGE FORM
1. CURRENT PERMIT INFORMATION:
Permit Number: NC00_2_/_7_/^2J_2_/_7_ or NCGS_/_/_/_/
1. Facility Name: Zenith Energy Terminals Holdings, LLC
II. NEW OWNER/NAME INFORMATION:
1. This request for a name change is a result of: RECEIVED
_X a. Change in ownership of property/company
b. Name change only
c. Other (please explain): NrDFQIDWR/NPDES
2. New owner's name (name to be put on permit):
Sunoco Midstream LLC
3. New owner's or signing official's name and title: Craig Kumpel
(Person legally responsible for permit)
Senior Director of Pipeline & Terminal Operations
(Title)
4. Mailing address: 8111 Westchester Drive Suite 600 City: Dallas
State: TX Zip Code: 75225 Phone: [phone]
E-mail address: craia kumpelOsunoco com
III. FACILITY AND DISCHARGE INFORMATION
1. Will the waste stream for the facility remain the same as under the previous owner? Yes X No ❑
2. Will the treatment system and discharge location remain the same? Yes X No ❑
"No Responses"
if either or both of these questions are answered "No" then more information will be needed to review the
request. Please attach documentation to describe and explain the changes to the facility activities, waste
RE Q.,� North Carolina Department of Environmental Quality I Division of water Quality
512 North Salisbury Street 1 1617 Mail Service Center I Raleigh, North Carolina 27699-1617
919.707,9000

NPDES Name and Ownership Change
Page 2 of 2
stream, treatment processor outfall location. The Division may not be able to process the Permit
Name/Ownership Change request and may require that the new owner file a new permit application.
THIS APPLICATION PACKAGE WILL NOT BE ACCEPTED BY THE DIVISION UNLESS ALL OF THE
APPLICABLE ITEMS LISTED BELOW ARE INCLUDED WITH THE SUBMITTAL.
REQUIRED ITEMS:
This completed application form
Legal documentation of the transfer of ownership (such as a property deed, articles of
incorporation, or sales agreement)
Information to document facility, waste stream, treatment system or outfall changes as noted in
item III above (if appropriate)
Applicant's Certification:
1, Craig Kumpel , attest that this application for a
name/ownership change has been reviewed and is accurate and complete to the best of my knowledge.
1 understand that if all required parts of this application are not completed and that if all required
supporting information and attachments are not included, this application package will be returned as
incomplete. I understand that Permit Name/Ownership Change can only take place through action
taken by the Division of Water Resources and that no actions on my part or the part of my company
result in the automatic transfer of permit coverage.
i
Signature:, Date: 3 Z 3
THE COMPLETED APPLICATION PACKAGE, INCLUDING ALL SUPPORTING INFORMATION & MATERIALS,
SHOULD BE SENT TO THE FOLLOWING ADDDRESS:
INC DEQ / DWR / NPDES
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
Version 07/2021

AMMM.IUM
April 1, 2023
Sent Via Overnight Mail and Electronic Delivery
Sunoco Midstream LLC
Attn: Craig Kumpel
8111 Westchester Drive, Suite 400
Dallas, Texas 75225
3900 Essex Lane, Suite 700
Houston, TX 77027
[phone]
Re: Transfer of Permits listed on Exhibit A hereto (collectively, the "Permits")
Dear Mr. Kumpel.
Pursuant to the Purchase and Sale Agreement (the "A menf), by and among Zenith Energy Terminals
Holdings LLC ("7a"), Sunoco Midstream LLC ("-1M29o") and Sunoco, LLC, dated February 10, 2023,
.Zenith and its wholly -owned subsidiary, Zenith Energy Terminals Pennsylvania Holdings LLC ("Z pith
PE" ), are selling to Sunoco substantially all of Zenith's and Zenith PA's right, title and interest in: (a) all
of the equity in Zenith Energy Terminals New York Holdings, LLC ("7e i�NY_ ), which leases and
operates a refined products terminal located in Brooklyn, NY, and (b) Zenith's and Zenith PA's refined
products terminals located in Altoona, PA, Aurora, OIL Belle Vernon, PA, Chillicothe, lL, Cleveland, OH,
Dupont, PA, Madison, WI, Mechanicsburg, PA, Norfolk, VA, Selma, NC, Star City, WV, Toledo, OR
Williamsport, PA, Baltimore, MD and Spartanburg, SC. The Agreement contemplates that Zenith and
Zenith PA will transfer the Permits to Sunoco upon the closing of the transactions contemplated in the
Agreement; provideet however, that any Permits held by Zenith NY will continue to be held by Zenith NY.
The closing is expected to occur on May 1, 2023. Upon transfer, Sunoco agrees to assume all rights,
obligations, and liabilities of Zenith under the Permits. Notwithstanding anything to the contrary in this
letter, nothing herein shall expand, limit, waive, supersede or otherwise modify Zenith's and Sunoco's
respective rights and obligations under the Agreement or any other documents executed and/or delivered
thereunder.
Please indicate your agreement by signing below where indicated.
Sincerely,
004W).*,W
Shannon Caldw
Vice President of HSE and Regulatory
Sunoco Midstream LLC
By.
(.ice""
Name: C g Kumpel 7Y
Sr. Director of Pipeline and Terminal Operations
r U .i
NCDEQ/DWR/NPDES