FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PBF LOGISTICS GP LLCLimited Liability Company Agreement • April 22nd, 2014 • PBF Logistics LP • Pipe lines (no natural gas) • Delaware
THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of PBF Logistics GP LLC (the “Company”), dated as of [ ], 2014 is entered into by PBF Energy Company LLC, a Delaware limited liability company (“PBF Energy”), as sole member of the Company as of the date hereof (in such capacity, the “Sole Member”).
REVOLVING CREDIT AGREEMENT Dated as of April [ ], 2014 among PBF LOGISTICS LP, as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and an L/C Issuer, and The Lenders Party Hereto WELLS FARGO SECURITIES,...Revolving Credit Agreement • April 22nd, 2014 • PBF Logistics LP • Pipe lines (no natural gas) • New York
This REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of April [ ], 2014, among PBF Logistics LP, a Delaware limited partnership (the “Borrower”), each lender and L/C Issuer from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and L/C Issuer.
OMNIBUS AGREEMENT among PBF HOLDING COMPANY LLC, PBF ENERGY COMPANY LLC, PBF LOGISTICS GP LLC and PBF LOGISTICS LPOmnibus Agreement • April 22nd, 2014 • PBF Logistics LP • Pipe lines (no natural gas)
This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) among PBF Holding Company LLC, a Delaware limited liability company (“PBF Holding”), PBF Energy Company LLC, a Delaware limited liability company (“PBF Energy”), PBF Logistics GP LLC, a Delaware limited liability company (the “General Partner”), and PBF Logistics LP, a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
DELAWARE CITY RAIL TERMINALING SERVICES AGREEMENTTerminaling Services Agreement • April 22nd, 2014 • PBF Logistics LP • Pipe lines (no natural gas)
This Delaware City Rail Terminaling Services Agreement (this “Agreement”) is made and entered into as of the Commencement Date, by and between PBF Holding Company LLC, a Delaware limited liability company (the “Company”), and Delaware City Terminaling Company LLC, a Delaware limited liability company (the “Operator”) (each referred to individually as a “Party” or collectively as the “Parties”).
OPERATION AND MANAGEMENT SERVICES AND SECONDMENT AGREEMENTOperation and Management Services Agreement • April 22nd, 2014 • PBF Logistics LP • Pipe lines (no natural gas)
THIS OPERATION AND MANAGEMENT SERVICES AND SECONDMENT AGREEMENT (this “Agreement”), dated as of [ ], 2014 (the “Commencement Date”), is made by and among PBF Holding Company LLC, a Delaware limited liability company (the “Company”), Delaware City Refining Company LLC, a Delaware limited liability company (“Delaware City Refining”), Toledo Refining Company LLC, a Delaware limited liability company (“Toledo Refining” and, together with Delaware City Refining, the “Company Subsidiaries,” and together with the Company, collectively, the “Company Parties”), PBF Logistics GP LLC, a Delaware limited liability company (the “General Partner”), PBF Logistics LP, a Delaware limited partnership (the “Operator”), and Delaware City Terminaling Company LLC, a Delaware limited liability company (the “Operator Subsidiary” and, together with the General Partner and Operator, collectively, the “Operator Parties”). The Company, the Company Subsidiaries, the General Partner, the Operator and the Operator S
TOLEDO TRUCK UNLOADING & TERMINALING AGREEMENTTerminaling Agreement • April 22nd, 2014 • PBF Logistics LP • Pipe lines (no natural gas)
This Toledo Truck Unloading & Terminaling Agreement (this “Agreement”) is made and entered into as of the Commencement Date, by and between PBF Holding Company LLC, a Delaware limited liability company (the “Company”), and PBF Logistics LP, a Delaware limited partnership (the “Operator”) (each referred to individually as a “Party” or collectively as the “Parties”).
TERM LOAN AND SECURITY AGREEMENTTerm Loan and Security Agreement • April 22nd, 2014 • PBF Logistics LP • Pipe lines (no natural gas) • New York
This TERM LOAN AND SECURITY AGREEMENT is entered into as of April , 2014 between PBF LOGISTICS LP, a Delaware limited partnership (the “Borrower”), WELLS FARGO, NATIONAL ASSOCIATION (in such capacity, the “Administrative Agent”), WELLS FARGO SECURITIES, LLC, as joint lead arranger and joint bookrunner (the “Lead Arranger”) and [ ], and [ ] as additional joint lead arrangers and joint bookrunners (in such capacities, together with the Lead Arranger, the “Arrangers”)) and the financial institutions and other entities signatories hereto as Lenders (each a “Lender” and collectively the “Lenders”).
PBF LOGISTICS LP 2014 LONG-TERM INCENTIVE PLAN FORM OF PHANTOM UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORSPhantom Unit Agreement • April 22nd, 2014 • PBF Logistics LP • Pipe lines (no natural gas) • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page hereto (the “Date of Grant”), between PBF Logistics GP LLC, a Delaware limited liability company (the “General Partner”) and the individual named on the signature page hereto (the “Service Provider”).
CONTRIBUTION AND CONVEYANCE AGREEMENT By and Among PBF LOGISTICS LP, PBF LOGISTICS GP LLC, PBF ENERGY INC., PBF ENERGY COMPANY LLC, PBF HOLDING COMPANY LLC, DELAWARE CITY REFINING COMPANY LLC, DELAWARE CITY TERMINALING COMPANY LLC and TOLEDO REFINING...Contribution and Conveyance Agreement • April 22nd, 2014 • PBF Logistics LP • Pipe lines (no natural gas) • Delaware
This Contribution and Conveyance Agreement, dated as of , 2014 (this “Agreement”), is by and among PBF Logistics LP, a Delaware limited partnership (the “Partnership”), PBF Logistics GP LLC, a Delaware limited liability company (the “General Partner”), PBF Energy Inc., a Delaware corporation (“PBF”), PBF Energy Company LLC, a Delaware limited liability company (“PBF Energy”), PBF Holding Company LLC, a Delaware limited liability company (“Holding”), Delaware City Refining Company LLC, a Delaware limited liability company (“Delaware City Refining”), Delaware City Terminaling Company LLC, a Delaware limited liability company (“Delaware City Terminaling”), and Toledo Refining Company LLC, a Delaware limited liability company (“Toledo Refining”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 22nd, 2014 • PBF Logistics LP • Pipe lines (no natural gas) • Delaware
This Indemnification Agreement is dated as of [ ] (this “Agreement”) and is by and among PBF Logistics LP, a Delaware limited partnership (the “Partnership”), PBF Logistics GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner” and together with the Partnership, the “Companies” and each a “Company”), and [Name of director/officer] (“Indemnitee”).
