FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PBF LOGISTICS LPAgreement • 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”).
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of July 30, 2018 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...Revolving Credit Agreement • August 2nd, 2018 • PBF Logistics LP • Pipe lines (no natural gas) • New York
This Agreement amends and restates in its entirety that certain Credit Agreement, dated as of May 14, 2014, among the Borrower, the Administrative Agent, and the lenders and other parties thereto (such agreement, as existing immediately prior to giving effect to this amendment and restatement, the “Existing Credit Agreement”).
FIFTH AMENDED AND RESTATED OMNIBUS AGREEMENT among PBF HOLDING COMPANY LLC, PBF ENERGY COMPANY LLC, PBF LOGISTICS GP LLC and PBF LOGISTICS LPOmnibus Agreement • October 31st, 2018 • PBF Logistics LP • Pipe lines (no natural gas)
This FIFTH AMENDED AND RESTATED OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of July 31, 2018 (the “Effective Date”), 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.”
AMENDED AND RESTATED TOLEDO TRUCK UNLOADING & TERMINALING AGREEMENTTerminaling Agreement • August 13th, 2014 • PBF Logistics LP • Pipe lines (no natural gas)
This Amended and Restated Toledo Truck Unloading & Terminaling Agreement (this “Agreement”) is made and entered into to be effective as of June 1, 2014, 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”).
AMENDED AND RESTATED DELAWARE CITY RAIL TERMINALING SERVICES AGREEMENTTerminaling Services Agreement • May 3rd, 2018 • PBF Logistics LP • Pipe lines (no natural gas)
This Amended and Restated Delaware City Rail Terminaling Services Agreement (this “Agreement”) is made and entered into this 2nd day of May, 2018 effective as of January 1, 2018 (the “Amendment 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 and Secondment 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
FIFTH AMENDED AND RESTATED OPERATION AND MANAGEMENT SERVICES AND SECONDMENT AGREEMENTOperation and Management Services and Secondment Agreement • March 3rd, 2017 • PBF Logistics LP • Pipe lines (no natural gas)
THIS FIFTH AMENDED AND RESTATED OPERATION AND MANAGEMENT SERVICES AND SECONDMENT AGREEMENT (this “Agreement”), dated as of February 28, 2017 (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”), Torrance Refining Company LLC, a Delaware limited liability company (“Torrance Refining”), Torrance Logistics Company LLC (“Torrance Logistics”), Chalmette Refining, L.L.C., a Delaware limited liability company (“Chalmette Refining”), Paulsboro Refining Company LLC, a Delaware limited liability company (“Paulsboro Refining” and, together with Delaware City Refining, Toledo Refining, Torrance Refining, Torrance Logistics, and Chalmette Refining, the “Company Subsidiaries,” and together with the Company, collectively, the “Company Parties”)
PBF LOGISTICS LP PBF LOGISTICS FINANCE CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 6.875% SENIOR NOTES DUE 2023 INDENTURE Dated as of May 12, 2015 DEUTSCHE BANK TRUST COMPANY AMERICAS, as TrusteeIndenture • May 18th, 2015 • PBF Logistics LP • Pipe lines (no natural gas) • New York
INDENTURE dated as of May 12, 2015 among PBF Logistics LP, a Delaware limited partnership (“PBFX”), and PBF Logistics Finance Corporation (“Finance Corp.” and, together with PBFX, the “Issuers”), the Subsidiary Guarantors and Deutsche Bank Trust Company Americas, as trustee.
Joinder AgreementJoinder Agreement • May 4th, 2017 • PBF Logistics LP • Pipe lines (no natural gas) • New York
JOINDER AGREEMENT, dated as of February 28, 2017 (the “Effective Date”), made by Paulsboro Natural Gas Pipeline Company LLC, a Delaware limited liability company (the “Additional Grantor”), in favor of Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.
CONTRIBUTION AGREEMENT by and between PBF ENERGY COMPANY LLC and PBF LOGISTICS LP, dated as of May 5, 2015Contribution Agreement • May 5th, 2015 • PBF Logistics LP • Pipe lines (no natural gas) • Delaware
THIS CONTRIBUTION AGREEMENT, dated as of May 5, 2015 (this “Agreement”), is entered into by and between PBF Energy Company LLC, a limited liability company formed under the Laws of the State of Delaware (“PBF Energy”), and PBF Logistics LP, a limited partnership organized under the Laws of the State of Delaware (the “Partnership”).
CONTRIBUTION AGREEMENT by and between PBF ENERGY COMPANY LLC and PBF LOGISTICS LP, dated as of December 2, 2014Contribution Agreement • December 5th, 2014 • PBF Logistics LP • Pipe lines (no natural gas) • Delaware
THIS CONTRIBUTION AGREEMENT, dated as of December 2, 2014 (this “Agreement”), is entered into by and between PBF Energy Company LLC, a limited liability company formed under the Laws of the State of Delaware (“PBF Energy”), and PBF Logistics LP, a limited partnership organized under the Laws of the State of Delaware (the “Partnership”).
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PBF LOGISTICS LPPBF Logistics LP • February 14th, 2019 • Pipe lines (no natural gas) • Delaware
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PBF LOGISTICS LP dated as of February 13, 2019 (the “Effective Date”), is entered into by and between PBF Logistics GP LLC, a Delaware limited liability company, as the General Partner, and the additional Persons that are or become Partners of the Partnership as provided herein.
EQUITY RESTRUCTURING AGREEMENTEquity Restructuring Agreement • February 14th, 2019 • PBF Logistics LP • Pipe lines (no natural gas) • Delaware
This EQUITY RESTRUCTURING AGREEMENT (as amended or supplemented from time to time, this “Agreement”), dated February 13, 2019, is entered into by and among PBF Energy Company LLC, a Delaware limited liability company (“PBF LLC”), PBF Logistics GP LLC, a Delaware limited liability company (the “General Partner”), and PBF Logistics LP, a Delaware limited partnership (the “Partnership”). PBF LLC, the General Partner and the Partnership are each a “Party” and collectively the “Parties.” Capitalized terms used but not otherwise defined herein have the meaning set forth in the Existing Partnership Agreement (as defined below).
PBF LOGISTICS LP 4,000,000 COMMON UNITS UNDERWRITING AGREEMENTUnderwriting Agreement • August 15th, 2016 • PBF Logistics LP • Pipe lines (no natural gas) • New York
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 • 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 PBF Logistics Finance Corporation 6.875% Senior Notes due 2023 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2017 • PBF Logistics LP • Pipe lines (no natural gas) • New York
☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
PBF LOGISTICS LP 13,750,000 COMMON UNITS UNDERWRITING AGREEMENTUnderwriting Agreement • May 14th, 2014 • PBF Logistics LP • Pipe lines (no natural gas) • New York
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....Assignment and Assumption • 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”).
PURCHASE AGREEMENT BY AND BETWEEN PLAINS PRODUCTS TERMINALS LLC AND PBF LOGISTICS PRODUCTS TERMINALS LLC DATED JANUARY 29, 2016Purchase Agreement • February 4th, 2016 • PBF Logistics LP • Pipe lines (no natural gas) • New York
This Purchase Agreement (this “Purchase Agreement”) is made and entered into effective as of this 29th day of January, 2016 (the “Effective Date”), by and between Plains Products Terminals, a limited liability company organized under the laws of the State of Delaware, having its principal office at 333 Clay Street, Suite 1600, Houston, TX 77002 (“Seller”), and PBF Logistics Products Terminals LLC, a limited liability company organized under the laws of the State of Delaware, having its office at One Sylvan Way, Parsippany, NJ 07054 (“Buyer”). Each of Seller and Buyer is referred to herein individually as a “Party” and collectively as the “Parties.”
Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership of PBF Logistics LPPBF Logistics LP • May 3rd, 2018 • Pipe lines (no natural gas) • Delaware
This Amendment No. 1, dated April 25, 2018, (this “Amendment”) to the Second Amended and Restated Agreement of Limited Partnership, dated as of September 15, 2014, as amended (the “Partnership Agreement”), of PBF Logistics LP, a Delaware limited partnership (the “Partnership”), is entered into and effectuated by PBF Logistics GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), pursuant to authority granted to it in Article XIII of the Partnership Agreement. Unless otherwise indicated, capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
PIPELINE SERVICE ORDERPBF Logistics LP • September 7th, 2016 • Pipe lines (no natural gas)
This Pipeline Service Order is entered as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC, a Delaware limited liability company, and PBF Holding Company LLC, a Delaware limited liability company, pursuant to and in accordance with the terms of the Transportation Services Agreement (SJV System) dated as of August 31, 2016, by and among such parties (the “Agreement”). The Segments are set forth on Attachment 1 to this Pipeline Service Order (collectively, the “Main Line”).
THROUGHPUT STORAGE SERVICE ORDERPBF Logistics LP • September 7th, 2016 • Pipe lines (no natural gas)
This Throughput Storage Service Order is entered as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC, a Delaware limited liability company (“TVPC”) and PBF Holding Company LLC, a Delaware limited liability company (“PBF Holding”), pursuant to and in accordance with the terms of the Transportation Services Agreement (SJV System) dated as of August 31, 2016, by and among such parties (the “Agreement”). The Throughput Storage Tanks are set forth on Attachment 1 to this Throughput Storage Service Order (collectively, the “Throughput Storage Tanks”).
STORAGE AND TERMINALING SERVICES AGREEMENTStorage and Terminaling Services Agreement • December 16th, 2014 • PBF Logistics LP • Pipe lines (no natural gas) • Delaware
THIS STORAGE AND TERMINALING SERVICES AGREEMENT (this “Agreement”), dated December, 2014, is between Toledo Terminaling Company LLC, a Delaware limited liability company (“Operator”), and PBF Holding Company LLC, a Delaware limited liability company (“PBF”). Operator and PBF are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SEVENTH SUPPLEMENTAL INDENTURESeventh Supplemental Indenture • May 1st, 2019 • PBF Logistics LP • Pipe lines (no natural gas) • New York
SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 25, 2018, among CPI Operations LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), PBF Logistics LP, a Delaware limited partnership (“PBFX”), PBF Logistics Finance Corporation, a Delaware corporation (together with PBFX, the “Issuers”), and Deutsche Bank Trust Company Americas, as trustee under the Indenture referred to below (the “Trustee”).
ASSIGNMENT AND AMENDMENT OF AMENDED AND RESTATEDToledo Truck Unloading • December 16th, 2014 • PBF Logistics LP • Pipe lines (no natural gas)
This Assignment and Amendment (this “Assignment”) is made and entered into to be effective as of December 12, 2014, by and between PBF Holding Company LLC, a Delaware limited liability company (the “Company”), PBF Logistics LP, a Delaware limited partnership (the “Operator”) (each referred to individually as a “Party” or collectively as the “Parties”), and Toledo Terminaling Company LLC, a Delaware limited liability company (“Toledo Terminaling”).
FIRM TRANSPORTATION SERVICE AGREEMENTAgreement • November 2nd, 2017 • PBF Logistics LP • Pipe lines (no natural gas) • New York
THIS AGREEMENT (“Agreement”), entered on August 3, 2017, between Paulsboro Natural Gas Pipeline Company LLC (“Transporter”) and Paulsboro Refining Company LLC (“Shipper”).
AMENDMENT NO 1. TO DELAWARE CITY WEST LADDER RACK TERMINALING SERVICES AGREEMENTLadder Rack Terminaling Services Agreement • February 23rd, 2018 • PBF Logistics LP • Pipe lines (no natural gas)
This Amendment No. 1 to Delaware City West Ladder Rack Terminaling Services Agreement (this “Amendment”) is made and entered into as of December 28, 2017, 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 as successor to Delaware City Terminaling Company II LLC (the “Operator”) (each referred to individually as a “Party” or collectively as the “Parties”).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • August 4th, 2016 • PBF Logistics LP • Pipe lines (no natural gas) • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 28, 2016, among PBF Logistics Products Terminals LLC, a Delaware limited liability company, (the “Guaranteeing Subsidiary”), PBF Logistics LP, a Delaware limited partnership (“PBFX”), PBF Logistics Finance Corporation, a Delaware corporation (together with PBFX, the “Issuers”), and Deutsche Bank Trust Company Americas, as trustee under the Indenture referred to below (the “Trustee”).
AMENDMENT TO AMENDED AND RESTATED DELAWARE CITY RAIL TERMINALING SERVICES AGREEMENTTerminaling Services Agreement • February 14th, 2019 • PBF Logistics LP • Pipe lines (no natural gas) • Delaware
This Amendment to the Amended and Restated Delaware City Rail Terminaling Services Agreement (this “Amendment”) is made and entered into as of February 13, 2019 (the “Amendment Effective Date”) by and between PBF Holding Company LLC, a Delaware limited liability company (the “Company”), Delaware City Terminaling Company LLC, a Delaware limited liability company (the “Delaware Operator”), and CPI Operations LLC (the “New Jersey Operator” and together with the Delaware Operator, the “Operator”). The Company, the Delaware Operator and New Jersey Operator may each be referred to in this Amendment as a “Party.” The Company, together with the Delaware Operator and/or the New Jersey Operator, dependent upon the context, are collectively referred to as the “Parties.”
COMMON UNIT PURCHASE AGREEMENT by and among PBF LOGISTICS LP and THE PURCHASERS PARTY HERETOCommon Unit Purchase Agreement • July 17th, 2018 • PBF Logistics LP • Pipe lines (no natural gas) • Delaware
This COMMON UNIT PURCHASE AGREEMENT, dated as of July 16, 2018 (this “Agreement”), is by and between PBF LOGISTICS LP, a Delaware limited partnership (“PBFX”), and each of the purchasers set forth on Schedule A hereto (each, a “Purchaser” and collectively, the “Purchasers”).
THIRD SUPPLEMENTAL INDENTURESupplemental Indenture • February 24th, 2017 • PBF Logistics LP • Pipe lines (no natural gas) • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 24, 2016, among Torrance Valley Pipeline Company LLC, a Delaware limited liability company and PBFX Operating Company LLC, a Delaware limited liability company (each a “Guaranteeing Subsidiary” and together, the “Guaranteeing Subsidiaries”), PBF Logistics LP, a Delaware limited partnership (“PBFX”), PBF Logistics Finance Corporation, a Delaware corporation (together with PBFX, the “Issuers”), and Deutsche Bank Trust Company Americas, as trustee under the Indenture referred to below (the “Trustee”).
CONTRIBUTION AGREEMENT by and between PBF ENERGY COMPANY LLC and PBF LOGISTICS LP, dated as of February 15, 2017Contribution Agreement • February 16th, 2017 • PBF Logistics LP • Pipe lines (no natural gas) • Delaware
THIS CONTRIBUTION AGREEMENT, dated as of February 15, 2017 (this “Agreement”), is entered into by and between PBF Energy Company LLC, a Delaware limited liability company (“PBF Energy”), and PBF Logistics LP, a Delaware limited partnership (the “Partnership”).
AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 27, 2022 BY AND AMONG PBF ENERGY INC., PBF ENERGY COMPANY LLC, RIVERLANDS MERGER SUB LLC, PBFX HOLDINGS INC. PBF LOGISTICS LP AND PBF LOGISTICS GP LLCAgreement and Plan of Merger • July 28th, 2022 • PBF Logistics LP • Pipe lines (no natural gas) • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 27, 2022 (the “Execution Date”), is by and among PBF Energy Inc., a Delaware corporation (“Parent”), PBF Energy Company LLC, a Delaware limited liability company and Subsidiary of Parent (“PBF LLC”), Riverlands Merger Sub LLC, a Delaware limited liability company and wholly owned Subsidiary of PBF LLC (“Merger Sub”), PBFX Holdings Inc., a Delaware corporation and wholly owned Subsidiary of PBF LLC (“HoldCo”), PBF Logistics LP, a Delaware limited partnership (“Partnership”), and PBF Logistics GP LLC, a Delaware limited liability company and the general partner of Partnership (“Partnership GP”). Certain capitalized terms used in this Agreement are defined in Article I.
