FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PBF LOGISTICS LPLimited Partnership Agreement • May 14th, 2014 • PBF Logistics LP • Pipe lines (no natural gas) • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PBF LOGISTICS LP dated as of May 14, 2014, is entered into by and between PBF Logistics GP LLC, a Delaware limited liability company, as the General Partner, and PBF Energy Company LLC, a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PBF LOGISTICS GP LLCLimited Liability Company Agreement • May 14th, 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 May 14, 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 May 14, 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, LLC,...Revolving Credit Agreement • May 14th, 2014 • PBF Logistics LP • Pipe lines (no natural gas) • New York
This REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of May 14, 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.
DELAWARE CITY RAIL TERMINALING SERVICES AGREEMENTTerminaling Services Agreement • May 14th, 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 • May 14th, 2014 • PBF Logistics LP • Pipe lines (no natural gas)
THIS OPERATION AND MANAGEMENT SERVICES AND SECONDMENT AGREEMENT (this “Agreement”), dated as of May 14, 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 Operato
TOLEDO TRUCK UNLOADING & TERMINALING AGREEMENTTerminaling Agreement • May 14th, 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 AGREEMENT Dated as of May 14, 2014 among PBF LOGISTICS LP, as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and The Lenders Party Hereto WELLS FARGO SECURITIES, LLC, CITIGROUP GLOBAL MARKETS INC....Term Loan and Security Agreement • May 14th, 2014 • PBF Logistics LP • Pipe lines (no natural gas) • New York
This TERM LOAN AND SECURITY AGREEMENT is entered into as of May 14, 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 CITIGROUP GLOBAL MARKETS INC., and DEUTSCHE BANK SECURITIES INC. as additional joint lead arrangers and joint bookrunners (in such capacities, together with the Lead Arranger, the “Joint Lead Arrangers”)) and the financial institutions and other entities signatories hereto as Lenders (each a “Lender” and collectively the “Lenders”).
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 • May 14th, 2014 • PBF Logistics LP • Pipe lines (no natural gas) • Delaware
This Contribution and Conveyance Agreement, dated as of May 8, 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.
PBF LOGISTICS LP 13,750,000 COMMON UNITS UNDERWRITING AGREEMENTUnderwriting Agreement • May 14th, 2014 • PBF Logistics LP • Pipe lines (no natural gas) • New York
