UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark one)
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended:  March 31, 2018
Or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to             
Commission File Number: 001-36446
 
PBF LOGISTICS LP
(Exact name of registrant as specified in its charter)
 
DELAWARE
 
35-2470286
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
One Sylvan Way, Second Floor
Parsippany, New Jersey
 
07054
(Address of principal executive offices)
 
(Zip Code)
(973) 455-7500
(Registrant’s telephone number, including area code)
 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
 
Accelerated filer þ
 
Non-accelerated filer o
 
Smaller reporting company o
Emerging growth company þ
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
As of April 30, 2018 , there were 41,979,148 common units outstanding.





PBF LOGISTICS LP

TABLE OF CONTENTS

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

EXPLANATORY NOTE

PBF Logistics LP (“PBFX” or the “Partnership”) is a Delaware limited partnership formed in February 2013. PBF Logistics GP LLC (“PBF GP” or “our general partner”) serves as the general partner of PBFX. PBF GP is wholly-owned by PBF Energy Company LLC (“PBF LLC”). PBF Energy Inc. (“PBF Energy”) is the sole managing member of PBF LLC and, as of March 31, 2018 , owned 97.2% of the total economic interest in PBF LLC. In addition, PBF LLC is the sole managing member of PBF Holding Company LLC (“PBF Holding”), a Delaware limited liability company and affiliate of PBFX. PBF LLC owns 18,459,497 of PBFX’s common units constituting an aggregate 44.1% limited partner interest in PBFX and owns all of PBFX’s incentive distribution rights (“IDRs”), with the remaining 55.9% limited partner interest owned by public unitholders as of March 31, 2018 .
 
Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q (this “Form 10-Q”) to “Predecessor,” and “we,” “our,” “us,” or like terms, when used in the context of periods prior to the completion of certain acquisitions from PBF LLC, refer to PBF MLP Predecessor, our predecessor for accounting purposes (our “Predecessor”), which includes assets, liabilities and results of operations of certain crude oil and refined product transportation, terminaling and storage assets, previously operated and owned by certain of PBF Holding’s currently and previously held subsidiaries. As of March 31, 2018 , PBF Holding, together with its subsidiaries, owns and operates five oil refineries and related facilities in North America. PBF Energy, through its ownership of PBF LLC, controls all of the business and affairs of PBFX and PBF Holding.



2



References in this Form 10-Q to “PBF Logistics LP,” “PBFX,” the “Partnership” and “we,” “our,” “us,” or like terms used in the context of periods on or after the completion of certain acquisitions from PBF LLC, refer to PBF Logistics LP and its subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-Q (including information incorporated by reference) contains certain “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that relate to our strategy, plans or intentions. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results or to our expectations regarding future industry trends are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results.
Important factors that could cause actual results to differ materially from our expectations, which we refer to as “cautionary statements,” are disclosed under “Item 1A. Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Form 10-Q; in our Annual Report on Form 10-K for the year ended December 31, 2017, which we refer to as our 2017 Form 10-K and in our other filings with the U.S. Securities and Exchange Commission (“SEC”). All forward-looking information in this Form 10-Q and subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include:
our limited operating history as a separate public partnership;
changes in general economic conditions;
our ability to make, complete and integrate acquisitions from affiliates or third parties;
our ability to have sufficient cash from operations to enable us to pay the minimum quarterly distribution;
competitive conditions in our industry;
actions taken by our customers and competitors;
the supply of, and demand for, crude oil, refined products, natural gas and logistics services;
our ability to successfully implement our business plan;
our dependence on PBF Energy for a substantial majority of our revenues subjects us to the business risks of PBF Energy, which includes the possibility that contracts will not be renewed because they are no longer beneficial for PBF Energy;
a substantial majority of our revenue is generated at certain of PBF Energy’s facilities, and any adverse development at any of these facilities could have a material adverse effect on us;
our ability to complete internal growth projects on time and on budget;
the price and availability of debt and equity financing;
operating hazards and other risks incidental to handling crude oil, petroleum products and natural gas;
natural disasters, weather-related delays, casualty losses and other matters beyond our control;
interest rates;


3



labor relations;
changes in the availability and cost of capital;
the effects of existing and future laws and governmental regulations, including those related to the shipment of crude oil by trains;
changes in insurance markets impacting costs and the level and types of coverage available;
the timing and extent of changes in commodity prices and demand for PBF Energy’s refined products and natural gas and the differential in the prices of different crude oils;
the suspension, reduction or termination of PBF Energy’s obligations under our commercial agreements;
disruptions due to equipment interruption or failure at our facilities, PBF Energy’s facilities or third-party facilities on which our business is dependent;
incremental costs as a separate public partnership;
our general partner and its affiliates, including PBF Energy, have conflicts of interest with us and limited duties to us and our unitholders, and they may favor their own interests to the detriment of us and our other common unitholders;
our partnership agreement restricts the remedies available to holders of our common units for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty;
holders of our common units have limited voting rights and are not entitled to elect our general partner or its directors;
our tax treatment depends on our status as a partnership for U.S. federal income tax purposes, as well as our not being subject to a material amount of entity level taxation by individual states;
changes at any time (including on a retroactive basis) in the tax treatment of publicly traded partnerships, including related impacts on potential dropdown transactions with PBF LLC, or an investment in our common units;
our unitholders will be required to pay taxes on their share of our taxable income even if they do not receive any cash distributions from us;
the effects of future litigation; and
other factors discussed elsewhere in this Form 10-Q.
We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this Form 10-Q may not in fact occur. Accordingly, investors should not place undue reliance on those statements.
Our forward-looking statements speak only as of the date of this Form 10-Q. Except as required by applicable law, including the securities laws of the United States, we undertake no obligation to update or revise any forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing.



4


PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

PBF LOGISTICS LP
CONDENSED CONSOLIDATED BALANCE SHEETS
( unaudited, in thousands, except unit data )
 
 
March 31,
2018
 
December 31,
2017
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
22,009

 
$
19,664

Accounts receivable - affiliates
 
32,481

 
40,817

Accounts receivable
 
1,308

 
1,423

Prepaids and other current assets
 
2,391

 
1,793

Total current assets
 
58,189

 
63,697

Property, plant and equipment, net
 
670,261

 
673,823

Other non-current assets
 
30

 
30

Total assets
 
$
728,480

 
$
737,550

 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable - affiliates
 
$
5,368

 
$
8,352

Accounts payable and accrued liabilities
 
25,989

 
19,794

Deferred revenue
 
843

 
1,438

Total current liabilities
 
32,200

 
29,584

Long-term debt
 
539,456

 
548,793

Other long-term liabilities
 
2,003

 
2,078

Total liabilities
 
573,659

 
580,455

 
 
 
 
 
Commitments and contingencies (Note 8)
 

 

 
 
 
 
 
Equity:
 
 
 
 
Common unitholders (41,900,708 units issued and outstanding, as of March 31, 2018 and December 31, 2017)
 
(19,063
)
 
(17,544
)
IDR holder - PBF LLC
 
2,959

 
2,736

Total PBF Logistics LP equity
 
(16,104
)
 
(14,808
)
Noncontrolling interest
 
170,925

 
171,903

Total equity
 
154,821

 
157,095

Total liabilities and equity
 
$
728,480

 
$
737,550




See Notes to Condensed Consolidated Financial Statements.
5




PBF LOGISTICS LP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except unit and per unit data)
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Revenue:
 
 
 
 
Affiliate
 
$
60,864

 
$
56,202

Third-party
 
3,175


4,275

Total revenue
 
64,039

 
60,477

 
 
 
 
 
Costs and expenses:
 
 
 
 
Operating and maintenance expenses
 
18,048

 
15,769

General and administrative expenses
 
4,291

 
3,315

Depreciation and amortization
 
6,495

 
5,352

Total costs and expenses
 
28,834

 
24,436

 
 
 
 
 
Income from operations
 
35,205

 
36,041

 
 
 
 
 
Other expense:
 
 
 
 
Interest expense, net
 
(9,585
)
 
(7,568
)
Amortization of loan fees and debt premium
 
(363
)
 
(416
)
Net income
 
25,257

 
28,057

Less: Net loss attributable to Predecessor
 

 
(150
)
Less: Net income attributable to noncontrolling interest
 
4,022

 
3,599

Net income attributable to the partners
 
21,235

 
24,608

Less: Net income attributable to the IDR holder
 
2,959

 
1,686

Net income attributable to PBF Logistics LP unitholders
 
$
18,276

 
$
22,922

 
 
 
 
 
Net income per limited partner unit:
 
 
 
 
Common units - basic
 
$
0.43

 
$
0.55

Common units - diluted
 
0.43

 
0.55

Subordinated units - basic and diluted
 

 
0.55

 
 
 
 
 
Weighted-average limited partner units outstanding:
 
 
 
 
Common units - basic
 
42,129,377

 
26,042,248

Common units - diluted
 
42,236,092

 
26,127,441

Subordinated units - basic and diluted
 

 
15,886,553

 
 
 
 
 
Cash distribution declared per unit
 
$
0.49

 
$
0.46



See Notes to Condensed Consolidated Financial Statements.
6




PBF LOGISTICS LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Cash flows from operating activities:
 
 
 
 
Net income
 
$
25,257

 
$
28,057

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
6,495

 
5,352

Amortization of loan fees and debt premium
 
363

 
416

Unit-based compensation expense
 
834

 
680

Changes in operating assets and liabilities:
 
 
 
 
Accounts receivable - affiliates
 
8,336

 
7,860

Accounts receivable
 
115

 
2,472

Prepaids and other current assets
 
(598
)
 
(297
)
Accounts payable - affiliates
 
(2,984
)
 
721

Accounts payable and accrued liabilities
 
6,908

 
8,121

Deferred revenue
 
(595
)
 
246

Other assets and liabilities
 
(75
)
 
169

Net cash provided by operations
 
44,056

 
53,797

 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
Expenditures for property, plant and equipment
 
(3,953
)
 
(19,467
)
Purchases of marketable securities
 

 
(75,036
)
Maturities of marketable securities
 

 
75,006

Net cash used in investing activities
 
(3,953
)
 
(19,497
)
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
Distributions to unitholders
 
(23,058
)
 
(20,059
)
Distributions to TVPC members
 
(5,000
)
 
(3,425
)
Contribution from parent
 

 
5,457

Repayment of revolving credit facility
 
(9,700
)
 

Repayment of term loan
 

 
(39,664
)
Net cash used in financing activities
 
(37,758
)
 
(57,691
)
 
 
 
 
 
Net change in cash and cash equivalents
 
2,345

 
(23,391
)
Cash and cash equivalents at beginning of year
 
19,664

 
64,221

Cash and cash equivalents at end of period
 
$
22,009

 
$
40,830

 
 
 
 
 
Supplemental disclosure of non-cash investing and financing activities:
 
 
 
 
Accrued capital expenditures
 
$
414

 
$
13,625

Issuance of affiliate note payable
 

 
11,600



See Notes to Condensed Consolidated Financial Statements.
7


PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

PBF Logistics LP (“PBFX” or the “Partnership”) is a Delaware limited partnership formed in February 2013. PBF Logistics GP LLC (“PBF GP” or “our general partner”) serves as the general partner of PBFX. PBF GP is wholly-owned by PBF Energy Company LLC (“PBF LLC”). PBF Energy Inc. (“PBF Energy”) is the sole managing member of PBF LLC and, as of March 31, 2018 , owned 97.2% of the total economic interest in PBF LLC. In addition, PBF LLC is the sole managing member of PBF Holding Company LLC (“PBF Holding”), a Delaware limited liability company and affiliate of PBFX. PBF LLC owns 18,459,497 of PBFX’s common units constituting an aggregate 44.1% limited partner interest in PBFX and owns all of PBFX’s incentive distribution rights (“IDRs”), with the remaining 55.9% limited partner interest owned by public unitholders as of March 31, 2018 .

PBFX engages in the receiving, handling, storage and transferring of crude oil, refined products, natural gas and intermediates. The Partnership does not take ownership of or receive any payments based on the value of the crude oil, products, natural gas or intermediates that it handles and does not engage in the trading of any commodities. PBFX’s assets are integral to the operations of PBF Holding’s refineries, and as a result, the Partnership continues to generate a substantial majority of its revenue from transactions with PBF Holding. Additionally, certain of PBFX’s assets also generate revenue from third-party transactions.

Principles of Combination and Consolidation and Basis of Presentation

In connection with, and subsequent to, PBFX’s initial public offering (“IPO”), the Partnership has acquired certain assets from PBF LLC (collectively referred to as the “Contributed Assets”). The acquisitions completed subsequent to the IPO were made through a series of drop-down transactions with PBF LLC (collectively referred to as the “Acquisitions from PBF”). The assets, liabilities and results of operations of the Contributed Assets prior to their acquisition by PBFX are collectively referred to as the “Predecessor.” The transactions through which PBFX acquired the Contributed Assets were transfers of assets between entities under common control. Accordingly, the accompanying condensed consolidated financial statements and related notes present the results of operations and cash flows of our Predecessor for all periods presented prior to the effective date of each transaction. The financial statements of our Predecessor have been prepared from the separate records maintained by PBF Energy and may not necessarily be indicative of the conditions that would have existed or the results of operations if the Predecessor had been operated as an unaffiliated entity. See the Annual Report on Form 10-K for the year ended December 31, 2017 (the “2017 Form 10-K”) for additional information regarding the Acquisitions from PBF and the commercial agreements and amendments to other agreements with related parties executed in connection with these acquisitions.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, PBFX has included all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position and the results of operations and cash flows of PBFX for the periods presented. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the full year.

The Predecessor generally did not historically operate its respective assets for the purpose of generating revenues independent of other PBF Energy businesses prior to PBFX’s IPO or for assets acquired in the Acquisitions from PBF, prior to the effective dates of each transaction. All intercompany accounts and transactions have been eliminated.

Recently Adopted Accounting Guidance

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 (Topic 606) “Revenue from Contracts with Customers” (“ASC 606”). ASC 606 supersedes


8

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


the revenue recognition requirements in Accounting Standards Codification 605 “Revenue Recognition” (“ASC 605”), and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Partnership adopted ASC 606 as of January 1, 2018 using the modified retrospective transition method. See Note 2 “Revenues” of the Notes to Condensed Consolidated Financial Statements for further details.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), to increase the transparency and comparability about leases among entities. Additional ASUs have been issued subsequent to ASU 2016-02 to provide additional clarification and implementation guidance for leases related to ASU 2016-02 including ASU 2018-01, “Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842 (“ASU 2018-01”) (collectively, the Partnership refers to ASU 2016-02 and these additional ASUs as the “Updated Lease Guidance”). The Updated Lease Guidance requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, and requires a modified retrospective approach to adoption. ASU 2018-01 provides a practical expedient whereby land easements (also known as “rights of way”) that are not accounted for as leases under existing GAAP would not need to be evaluated under ASU 2016-02; however the Updated Lease Guidance would apply prospectively to all new or modified land easements after the effective date of ASU 2016-02. In January 2018, the FASB issued a proposed ASU that would provide an additional transition method for the Updated Lease Guidance for lessees and a practical expedient for lessors. As proposed, this additional transition method would allow lessees to initially apply the requirements of ASU 2016-02 by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The proposed practical expedient would allow lessors to not separate non-lease components from the related lease components in certain situations. Assuming the proposed ASU is approved after the comment period, the proposed ASU would have the same effective date as ASU 2016-02. While early adoption is permitted, the Partnership will not early adopt the Updated Lease Guidance. The Partnership has established a working group to study and lead implementation of the Updated Lease Guidance. This working group has instituted a task plan designed to meet the implementation deadline for ASU 2016-02. The Partnership has evaluated and purchased a lease software system and has begun implementation of the selected system. The working group continues to evaluate the impact of the Updated Lease Guidance on the Partnership’s consolidated financial statements and related disclosures and the impact on its business processes and controls. At this time, the Partnership has identified that the most significant impacts of the Updated Lease Guidance will be to bring nearly all leases onto its balance sheet with “right of use assets” and “lease obligation liabilities” as well as accelerating recognition of the interest expense component of financing leases. While the assessment of the impacts arising from this standard is progressing, the Partnership has not fully determined the impacts on its business processes, controls or financial statement disclosures at this time.

2. REVENUES

Adoption of ASC 606

Prior to January 1, 2018, the Partnership recognized revenue from customers when all of the following criteria were met: (i) persuasive evidence of an exchange arrangement existed, (ii) delivery had occurred or services had been rendered, (iii) the buyer’s price was fixed or determinable and (iv) collectability was reasonably assured. Amounts billed in advance of the period in which the service was rendered or product delivered were recorded as deferred revenue. 

Effective January 1, 2018, the Partnership adopted ASC 606. As a result, the Partnership has changed the accounting policy for the recognition of revenue from contracts with customers as detailed below.



9

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


The Partnership adopted ASC 606 using the modified retrospective method, which has been applied for the three months ended March 31, 2018. The Partnership has applied ASC 606 only to those contracts that were not complete as of January 1, 2018. As such, the financial information for prior periods has not been adjusted and continues to be reported under ASC 605. The Partnership did not record a cumulative effect adjustment upon initially applying ASC 606 as there was not a significant impact upon adoption; however, the details of significant qualitative and quantitative disclosure changes upon implementing ASC 606 are discussed below.

Revenue Recognition

Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the Partnership expects to be entitled to in exchange for those goods or services.

As noted in Note 10 “Segment Information” of the Notes to Condensed Consolidated Financial Statements, the Partnership’s business consists of two operating segments, (i) Transportation and Terminaling and (ii) Storage. The following table provides information relating to the Partnership’s revenues for each service category by segment for the periods presented:
 
Three Months Ended March 31,
 
2018
 
2017
Transportation and Terminaling Segment
 
 
 
Terminaling
$
27,051

 
$
30,678

Pipeline
18,489

 
15,898

Other
11,430

 
8,363

Total
56,970

 
54,939

Storage Segment
 
 
 
Storage
7,069

 
5,538

Other

 

Total
7,069

 
5,538

Total Revenue
$
64,039

 
$
60,477


PBFX recognizes revenue by charging fees for crude oil and refined products terminaling, storing and pipeline services based on the greater of contractual minimum volume commitments (“MVCs”), as applicable, or the delivery of actual volumes transferred or stored based on contractual rates applied to throughput or storage volumes.

Minimum Volume Commitments

Transportation and Terminaling

The Partnership’s Transportation and Terminaling segment consists of product terminals, pipelines, crude unloading facilities, product tanks and marine facilities capable of handling barges and ships. Certain of these commercial agreements contain MVCs. Under these commercial agreements, if the Partnership’s customer fails to transport its minimum throughput volumes during any specified period, the customer will pay the Partnership a deficiency payment equal to the volume of the deficiency multiplied by the contractual rate then in effect. The deficiency payment is initially recorded as deferred revenue   on the Partnership’s balance sheets for all contracts in which the MVC deficiency makeup period is longer than a contractual quarter.

Certain of the Partnership’s customers may apply the amount of any such deficiency payments as a credit for volumes transported on the applicable pipeline or terminal system in excess of its MVC during the following


10

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


quarters under the terms of the applicable agreement. The Partnership recognizes operating revenues for the deficiency payments when credits are used for volumes transported in excess of MVCs or at the end of the contractual period. If the Partnership determines, based on all available information, that it is remote that the Partnership’s customer will utilize these deficiency payments, the amount of the expected unused credits will be recognized as operating revenues in the period when that determination is made. The use or recognition of the credits is a reduction to deferred revenue.

Storage

The Partnership earns storage revenue under the crude oil and refined product storage contracts through capacity reservation agreements, where the Partnership collects a fee for reserving storage capacity for customers in its facilities. Customers generally pay reservation fees based on the level of storage capacity reserved rather than the actual volumes stored.

As of March 31, 2018, future fees for MVCs to be received related to noncancelable commercial terminaling, pipeline and storage agreements were as follows:
2018
$
158,461

2019
205,554

2020
205,421

2021
204,901

2022
123,445

Thereafter
447,547

Total MVC payments to be received
$
1,345,329


Leases

Certain of the Partnership’s commercial agreements are considered operating leases. Under these leasing agreements, the Partnership provides access to storage tanks and/or use of throughput assets that convey the right to control the use of an identified asset to the customer. The Partnership accounts for these transactions under ASC 840 “Leases.” These lease arrangements accounted for $29,075 of the Partnership’s revenue for the three months ended March 31, 2018.

Deferred Revenue

The Partnership records deferred revenues when cash payments are received or due in advance of performance, including amounts which are refundable. Deferred revenue was $843 and $1,438 as of March 31, 2018 and December 31, 2017, respectively. The decrease in the deferred revenue balance for the three months ended March 31, 2018 is primarily driven by the timing and extent of cash payments received in advance of satisfying the Partnership’s performance obligations for the comparative periods.

The Partnership’s payment terms vary by the type and location of our customer and the services offered. The period between invoicing and when payment is due is not significant. For certain services and customer types, the Partnership requires payment before the services are performed for the customer.

Significant Judgment and Practical Expedients

For performance obligations, the Partnership determined that customers are able to obtain control of these services over time. The Partnership determined that these performance obligations, which are satisfied over time, are considered a series that generally have the same pattern of transfer to customers. For stand ready performance obligations, the Partnership generally recognizes revenue over time on a straight-line basis under the time-elapsed


11

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


output method as the Partnership believes this is a reasonable basis in determining how customers obtain the benefits of the Partnership’s services. For non-stand ready performance obligations, the Partnership generally recognizes revenue over time based on actual performance (current period volumes multiplied by the applicable rate per unit of volume) as the Partnership believes this accurately depicts the transfer of benefits to customers.
  
The Partnership did not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Partnership recognizes revenue at the amount to which the Partnership has the right to invoice for services performed.

3. ACQUISITIONS

PNGPC Acquisition

On February 28, 2017, the Partnership’s wholly-owned subsidiary, PBFX Operating Company LP (“PBFX Op Co”), acquired from PBF LLC all the issued and outstanding limited liability company interest of Paulsboro Natural Gas Pipeline Company LLC (“PNGPC”) for an aggregate purchase price of $11,600 (the “PNGPC Acquisition”). PNGPC owns and operates an interstate natural gas pipeline which serves PBF Holding’s Paulsboro Refinery. In connection with the PNGPC Acquisition, PBFX constructed a new pipeline, which commenced services in August 2017 (the “Paulsboro Natural Gas Pipeline”).

In consideration for the PNGPC limited liability company interests, the Partnership delivered to PBF LLC (i) an $11,600 intercompany promissory note in favor of Paulsboro Refining Company LLC, a wholly-owned subsidiary of PBF Holding (the “Affiliate Note Payable”), (ii) an expansion rights and right of first refusal agreement in favor of PBF LLC with respect to the Paulsboro Natural Gas Pipeline and (iii) an assignment and assumption agreement with respect to certain outstanding litigation involving PNGPC and the existing pipeline. As the PNGPC Acquisition was considered a transfer of assets between entities under common control, the PNGPC assets and liabilities were transferred at their historical carrying value, whose net value was $11,538 as of February 28, 2017. The financial information contained herein of PBFX has been retrospectively adjusted to include the historical results of PNGPC as if it was owned by the Partnership for all periods presented. Net loss attributable to the PNGPC Acquisition prior to the effective date was allocated entirely to PBF GP as if only PBF GP had rights to that net loss; therefore, there is no retrospective adjustment to net income per unit.

Acquisition Expenses

PBFX incurred acquisition related costs of $483 for the three months ended March 31, 2018 primarily consisting of consulting and legal expenses related to pending and non-consummated acquisitions. PBFX’s acquisition related costs were de minimis for the three months ended March 31, 2017. These costs are included in General and administrative expenses.
















12

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


4. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net consisted of the following:
 
 
March 31,
2018
 
December 31,
2017
Land
 
$
99,707

 
$
99,707

Pipelines
 
333,937

 
333,609

Terminals and equipment
 
200,962

 
200,630

Storage facilities
 
89,836

 
89,417

Construction in progress
 
6,664

 
4,810

 
 
731,106

 
728,173

Accumulated depreciation
 
(60,845
)
 
(54,350
)
Property, plant and equipment, net
 
$
670,261

 
$
673,823


5. DEBT

Total debt was comprised of the following:
 
 
March 31,
2018
 
December 31,
2017
2023 Notes
 
$
525,000

 
$
525,000

Revolving Credit Facility (a)
 
20,000

 
29,700

Total debt outstanding
 
545,000

 
554,700

Unamortized debt issuance costs
 
(8,783
)
 
(9,281
)
Unamortized 2023 Notes premium
 
3,239

 
3,374

Net carrying value of debt
 
$
539,456

 
$
548,793

____________________
(a) PBFX had $4,010 outstanding letters of credit and $335,990 available under its five -year $360,000 revolving credit facility (the “Revolving Credit Facility”) as of  March 31, 2018 .

Fair Value Measurement

A fair value hierarchy (Level 1, Level 2, or Level 3) is used to categorize fair value amounts based on the quality of inputs used to measure fair value. Accordingly, fair values derived from Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities. Fair values derived from Level 2 inputs are based on quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are either directly or indirectly observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

The estimated fair value of the Revolving Credit Facility approximates its carrying value, categorized as a Level 2 measurement, as this borrowing bears interest based upon short-term floating market interest rates. The estimated fair value of the Partnership’s 6.875% Senior Notes due 2023 (the “2023 Notes”), categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the 2023 Notes and was approximately $534,177 and $544,118 at March 31, 2018 and December 31, 2017 , respectively. The carrying value and fair value of PBFX’s debt, exclusive of unamortized debt issuance costs and unamortized premium on the 2023 Notes, was approximately $545,000 and  $554,177 as of  March 31, 2018 and $554,700 and $573,818 as of December 31, 2017 , respectively.






13

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


6. EQUITY

PBFX had 23,441,211 common units held by the public outstanding as of March 31, 2018 . PBF LLC owns 18,459,497 of PBFX’s common units constituting an aggregate 44.1% limited partner interest in PBFX as of March 31, 2018 .

Share Activity

PBFX’s partnership agreement, as amended, authorizes PBFX to issue an unlimited number of additional partnership interests for the consideration and on the terms and conditions determined by PBFX’s general partner without the approval of the unitholders. It is possible that PBFX will fund future acquisitions through the issuance of additional common units, subordinated units or other partnership interests.

The following table presents changes in PBFX common and subordinated units outstanding:
 
 
Three Months Ended March 31,
 
 
2018
 
2017
 
 
Common Units
 
Common Units
 
Subordinated Units - PBF LLC
Balance at beginning of period
 
41,900,708

 
25,844,118

 
15,886,553

Vesting of phantom units, net of forfeitures
 

 
32,354

 

Balance at end of period
 
41,900,708

 
25,876,472

 
15,886,553


Additionally, 217,171 of the Partnership’s phantom units issued under the PBFX 2014 Long-Term Incentive Plan (“LTIP”) vested and were converted into common units held by certain directors, officers and current and former employees of our general partner or its affiliates during the year ended December 31, 2017 .

Holders of any additional common units PBFX issues will be entitled to share equally with the then-existing common unitholders in PBFX’s distributions of available cash. 

Noncontrolling Interest

PBFX’s wholly-owned subsidiary, PBFX Op Co, holds a 50% controlling interest in Torrance Valley Pipeline Company LLC (“TVPC”), with the other 50% interest in TVPC held by TVP Holding Company LLC (“TVP Holding”), a subsidiary of PBF Holding. PBFX Op Co is the sole managing member of TVPC. PBFX, through its ownership of PBFX Op Co, consolidates the financial results of TVPC, and records a noncontrolling interest for the economic interest in TVPC held by TVP Holding. Noncontrolling interest on the condensed consolidated statements of operations includes the portion of net income or loss attributable to the economic interest in TVPC held by TVP Holding. Noncontrolling interest on the condensed consolidated balance sheets includes the portion of net assets of TVPC attributable to TVP Holding.














14

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


Equity Activity

The following tables summarize the changes in the carrying amount of the Partnership’s equity during the three months ended March 31, 2018 and 2017:
 
 
Common Units
 
IDR Holder
 
Noncontrolling Interest
 
Total
Balance at December 31, 2017
 
$
(17,544
)
 
$
2,736

 
$
171,903

 
$
157,095

Quarterly distributions to unitholders (including IDRs)
 
(20,618
)
 
(2,736
)
 

 
(23,354
)
Distributions to TVPC members
 

 

 
(5,000
)
 
(5,000
)
Net income attributable to the partners
 
18,276

 
2,959

 
4,022

 
25,257

Unit-based compensation expense
 
834

 

 

 
834

Other
 
(11
)
 

 

 
(11
)
Balance at March 31, 2018
 
$
(19,063
)
 
$
2,959

 
$
170,925

 
$
154,821

 
 
Net Investment
 
Common Units
 
Subordinated Units - PBF
 
IDR Holder
 
Noncontrolling Interest
 
Total
Balance at December 31, 2016
 
$
6,231

 
$
241,275

 
$
(276,083
)
 
$
1,266

 
$
179,882

 
$
152,571

Net loss attributable to PNGPC
 
(150
)
 

 

 

 

 
(150
)
Contributions to PNGPC
 
5,457

 

 

 

 

 
5,457

Allocation of PNGPC assets acquired to unitholders
 
(11,538
)
 
11,592

 
(54
)
 

 

 

Distributions to PBF LLC related to the PNGPC Acquisition
 

 
(11,600
)
 

 

 

 
(11,600
)
Quarterly distributions to unitholders (including IDRs)
 

 
(11,872
)
 
(7,149
)
 
(1,265
)
 

 
(20,286
)
Distributions to TVPC members
 

 

 

 

 
(3,425
)
 
(3,425
)
Net income attributable to the partners
 

 
14,203

 
8,718

 
1,687

 
3,599

 
28,207

Unit-based compensation expense
 

 
680

 

 

 

 
680

Other
 

 
(4
)
 
(2
)
 
(1
)
 

 
(7
)
Balance at March 31, 2017
 
$

 
$
244,274

 
$
(274,570
)
 
$
1,687

 
$
180,056

 
$
151,447


Cash Distributions

PBFX’s partnership agreement, as amended, sets forth the calculation to be used to determine the amount and priority of cash distributions that the common and subordinated unitholders and general partner will receive.



15

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


During the three months ended March 31, 2018 , PBFX made a distribution payment related to the fourth quarter of 2017 as follows:
Related Earnings Period:
Q4 2017

Distribution date
March 14, 2018

Record date
February 28, 2018

Per unit
$
0.4850

To public common unitholders
$
11,369

To PBF LLC
11,689

Total distribution
$
23,058


The allocation of total quarterly distributions to general and limited partners for the three months ended  March 31, 2018 and 2017 , respectively, is shown in the table below. The Partnership’s distributions are declared subsequent to quarter end (distributions of $0.49 and $0.46 per unit declared for the three months ended March 31, 2018 and 2017, respectively); therefore, the table represents total distributions applicable to the period in which the distributions are earned:
 
 
Three Months Ended March 31,
 
 
2018
 
2017
IDR - PBF LLC
 
$
2,959

 
$
1,686

Limited partners’ distributions:
 
 
 
 
Common
 
20,847

 
12,141

Subordinated - PBF LLC
 

 
7,308

Total distributions
 
23,806

 
21,135

Total cash distributions (a)
 
$
23,582

 
$
20,950

____________________
(a) Excludes phantom unit distributions which are accrued and paid upon vesting.  

7. NET INCOME PER UNIT

Earnings in excess of distributions are allocated to the limited partners based on their respective percentage interests. Payments made to PBFX’s unitholders are determined in relation to actual distributions declared and are not based on the net income (loss) allocations used in the calculation of net income (loss) per unit.

Diluted net income per unit includes the effects of potentially dilutive units of PBFX’s common units that consist of unvested phantom units. There were no anti-dilutive phantom units for either of the three months ended March 31, 2018 or 2017. Basic and diluted net income per unit applicable to subordinated limited partners are the same because there are no potentially dilutive subordinated units outstanding.

In addition to the common and subordinated units, PBFX has also identified the general partner interest and IDRs as participating securities and uses the two-class method when calculating the net income per unit applicable to limited partners that is based on the weighted-average number of common units outstanding during the period.

On June 1, 2017, following the May 31, 2017 payment of the cash distribution attributable to the second quarter of 2017, the requirements under PBFX’s partnership agreement, as amended, for the conversion of all subordinated units into common units were satisfied and the subordination period for such subordinated units ended. As a result, in the second quarter of 2017, each of the Partnership’s 15,886,553 outstanding subordinated units converted into common units and began participating pro rata with the other common units in distributions of available cash. The conversion did not impact the amount of the cash distribution paid or the total number of the Partnership’s outstanding units representing limited partner interests. The Partnership’s net income was allocated


16

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


to the general partner, the limited partners, including the holders of the subordinated units through May 31, 2017 and IDR holders, in accordance with the partnership agreement.

When calculating basic earnings per unit under the two-class method for a master limited partnership, net income for the current reporting period is reduced by the amount of available cash that has been or will be distributed to the general partner, limited partners, and IDR holders for that reporting period. The following table shows the calculation of earnings less distributions:
 
 
Three Months Ended March 31, 2018
 
 
Limited Partner Common Units
 
IDRs - PBF LLC
 
Total
Net income attributable to the partners:
 
 
 
 
 
 
Distributions declared
 
$
20,847

 
$
2,959

 
$
23,806

Earnings less distributions
 
(2,571
)
 

 
(2,571
)
Net income attributable to the partners
 
$
18,276

 
$
2,959

 
$
21,235

 
 
 
 
 
 
 
Weighted-average units outstanding - basic
 
42,129,377

 
 
 
 
Weighted-average units outstanding - diluted
 
42,236,092

 
 
 
 
 
 
 
 
 
 
 
Net income per limited partner unit - basic
 
$
0.43

 
 
 
 
Net income per limited partner unit - diluted
 
$
0.43

 
 
 
 
 
 
Three Months Ended March 31, 2017
 
 
Limited Partner Common Units
 
Limited Partner Subordinated Units - PBF LLC
 
IDRs - PBF LLC
 
Total
Net income attributable to the partners:
 
 
 
 
 
 
 
 
Distributions declared
 
$
12,141

 
$
7,308

 
$
1,686

 
$
21,135

Earnings less distributions
 
2,063

 
1,410

 

 
3,473

Net income attributable to the partners
 
$
14,204

 
$
8,718

 
$
1,686

 
$
24,608

 
 
 
 
 
 
 
 
 
Weighted-average units outstanding - basic
 
26,042,248

 
15,886,553

 
 
 
 
Weighted-average units outstanding - diluted
 
26,127,441

 
15,886,553

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income per limited partner unit - basic
 
$
0.55

 
$
0.55

 
 
 
 
Net income per limited partner unit - diluted
 
$
0.55

 
$
0.55

 
 
 
 

8. COMMITMENTS AND CONTINGENCIES

Certain of PBFX’s assets are collocated with PBF Holding’s Delaware City Refinery, and are located in Delaware’s coastal zone where certain activities are regulated under the Delaware Coastal Zone Act (the “CZA”). Therefore, determinations regarding the CZA that impact the Delaware City Refinery may potentially adversely impact the Partnership’s assets even if the Partnership is not directly involved. The Delaware City Refinery is appealing a Notice of Penalty Assessment and Secretary’s Order issued in March 2017 (the “2017 Secretary’s


17

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


Order”), including a $150 fine, alleging violation of a 2013 Secretary’s Order authorizing crude oil shipment by barge (the “2013 Secretary’s Order”). The Delaware Department of Natural Resources and Environmental Control’s (“DNREC”) determined that the Delaware City Refinery had violated the 2013 Secretary’s Order by failing to make timely and full disclosure to DNREC about the nature and extent of certain shipments and had misrepresented the number of shipments that went to other facilities. The Notice of Penalty Assessment and 2017 Secretary’s Order conclude that the 2013 Secretary’s Order was violated by the Delaware City Refinery by shipping crude oil from the Partnership’s Delaware City assets to three locations other than PBF Holding’s Paulsboro Refinery, on 15 days in 2014, making a total of 17 separate barge shipments containing approximately 35,700,000 gallons of crude oil in total. On April 28, 2017, the Delaware City Refinery appealed the Notice of Penalty Assessment and 2017 Secretary’s Order. On March 5, 2018, the Notice of Penalty Assessment was settled by DNREC, the Delaware Attorney General and the Delaware City Refinery for $100 . The Delaware City Refinery made no admissions with respect to the alleged violations and agreed to request a CZA status decision prior to making crude oil shipments to destinations other than Paulsboro.

On December 28, 2016, DNREC issued a CZA permit (the “Ethanol Permit”) to the Delaware City Refinery allowing the utilization of existing tanks and existing marine loading equipment at their existing facilities to enable denatured ethanol to be loaded from storage tanks to marine vessels and shipped to offsite facilities. On January 13, 2017, the issuance of the Ethanol Permit was appealed by two environmental groups. On February 27, 2017, the Coastal Zone Industrial Board (the “Coastal Zone Board”) held a public hearing and dismissed the appeal, determining that the appellants did not have standing. The appellants filed an appeal of the Coastal Zone Board’s decision with the Delaware Superior Court (the “Superior Court”) on March 30, 2017. On January 19, 2018, the Superior Court rendered an Opinion regarding the decision of the Coastal Zone Board to dismiss the appeal of the Ethanol Permit for the ethanol project. The Judge determined that the record created by the Coastal Zone Board was insufficient for the Superior Court to make a decision, and therefore remanded the case back to the Coastal Zone Board to address the deficiency in the record. Specifically, the Superior Court directed the Coastal Zone Board to address any evidence concerning whether the appellants’ claimed injuries would be affected by the increased quantity of ethanol shipments. During the hearing before the Coastal Zone Board on standing, one of the appellants’ witnesses made a reference to the flammability of ethanol, without any indication of the significance of flammability/explosivity to specific concerns. Moreover, the appellants did not introduce at hearing any evidence of the relative flammability of ethanol as compared to other materials shipped to and from the refinery. However, the sole dissenting opinion from the Coastal Zone Board focused on the flammability/explosivity issue, alleging that the appellants’ testimony raised the issue as a distinct basis for potential harms. Once the Coastal Zone Board responds to the remand, it will go back to the Superior Court to complete its analysis and issue a decision.

On October 19, 2017, the Delaware City Refinery received approval from DNREC for the construction and operation of the ethanol marketing project to allow for a combined total loading of up to 10,000 barrels per day, on an annual average basis, of ethanol on to marine vessels at the marine piers and the terminal truck loading rack, subject to certain operational and emissions limitations as well as other conditions. On the same date, Delaware City Logistics Company LLC (“DCLC”) received DNREC approval for the construction of (i) four additional loading arms for each of lanes 4, 10 and 11 for purposes of loading ethanol at its truck loading rack and (ii) a vapor vacuum control system for loading lanes connected to the existing vapor recovery unit located at its terminal in Delaware City. This approval is also subject to certain operational and emission limitations as well as other conditions.

Environmental Matters

PBFX’s assets, along with PBF Energy’s refineries, are subject to extensive and frequently changing federal, state and local laws and regulations, including, but not limited to, those relating to the discharge of materials into the environment or that otherwise relate to the protection of the environment, waste management and the characteristics and the composition of fuels. Compliance with existing and anticipated laws and regulations can increase the overall cost of operating the Partnership’s assets, including remediation, operating costs and capital costs to construct, maintain and upgrade equipment and facilities.


18

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


In connection with PBF Holding’s acquisition of the DCR assets, Valero Energy Corporation (“Valero”) remains responsible for certain pre-acquisition environmental obligations up to $20,000 and the predecessor to Valero in ownership of the refinery retains other historical obligations.

In connection with its acquisition of the DCR assets and the Paulsboro Refinery, PBF Holding and Valero purchased ten -year, $75,000 environmental insurance policies to insure against unknown environmental liabilities at each site. In connection with PBF Holding’s Toledo Refinery acquisition, Sunoco Inc. (R&M) remains responsible for environmental remediation for conditions that existed on the closing date for twenty years from March 1, 2011, subject to certain limitations.

In connection with its purchase of the four refined product terminals from Plains All American Pipeline, L.P. (“Plains”), the Partnership is responsible for the environmental remediation costs for conditions that existed on the closing date up to a maximum of $250 per year for ten years, with Plains remaining responsible for any and all additional costs above such amounts during such period. The environmental liability of $1,846 recorded as of March 31, 2018 ( $1,923 as of December 31, 2017 ) represents the present value of expected future costs discounted at a rate of 1.83% . At March 31, 2018 , the undiscounted liability is $2,002 and the Partnership expects to make aggregate payments for this liability of $1,250 over the next five years. The current portion of the environmental liability is recorded in “Accounts payable and accrued liabilities” and the non-current portion is recorded in “Other long-term liabilities.”

In connection with PBF Holding’s acquisition of the Torrance Refinery and related logistics assets, PBF Holding is responsible for all known and unknown environmental liabilities at each site acquired in connection with the acquisition. The total estimated liability of known environmental obligations associated with the San Joaquin Valley pipeline system, which consists of the M55, M1 and M70 crude pipeline systems including pipeline stations with storage capacity and truck unloading capacity (the “Torrance Valley Pipeline”), was approximately $236 as of March 31, 2018 ( $256 as of December 31, 2017 ). In accordance with the contribution agreement associated with the Partnership’s acquisition of a 50% equity interest in TVPC from PBF LLC (the “TVPC Acquisition”), PBF Holding has indemnified the Partnership for any and all costs associated with environmental remediation for obligations that existed on or before August 31, 2016, including all known or unknown events, which includes the recorded liability of approximately $236 . At March 31, 2018 , the Partnership expects to make the full aggregate payment for this liability within the next five years. PBFX has recorded a receivable from PBF Holding in “Accounts receivable - affiliates” for such anticipated payments related to the known pre-existing Torrance Valley Pipeline environmental obligations for which PBFX is indemnified.

In connection with the purchase of the Toledo, Ohio refined products terminal assets from Sunoco Logistics Partners L.P. (the “Seller”) by the Partnership’s wholly-owned subsidiary, PBF Logistics Products Terminals LLC (“PLPT”), the Partnership did not assume and is currently not aware of any pre-existing environmental obligations. If pre-acquisition environmental obligations are identified, the Seller is responsible for any liabilities up to $2,000 identified to have occurred since 2002. For liabilities arising prior to 2002, the Seller is indemnified by the prior owner under an agreement between the Seller and the prior owner, and the Partnership is entitled to be reimbursed for all amounts paid related to such liabilities on a full pass-through basis.

9. RELATED PARTY TRANSACTIONS

Commercial Agreements

PBFX currently derives the majority of its revenue from long-term, fee-based, MVC agreements with PBF Holding, supported by contractual fee escalations for inflation adjustments and certain increases in operating costs. PBFX believes the terms and conditions under these agreements, as well as the Omnibus Agreement (as defined below) and the Services Agreement (as defined below) each with PBF Holding, are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services. 



19

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


See the 2017 Form 10-K for a more complete description of PBFX’s commercial agreements with PBF Holding, including those identified as leases.

The Delaware City Rail Terminaling Services Agreement and the Delaware West Ladder Rack Terminaling Services Agreement between Delaware City Terminaling Company LLC and PBF Holding were amended effective as of January 1, 2018 (collectively, the “Amended and Restated Rail Agreements”) with the service fees thereunder being adjusted, including the addition of an ancillary fee paid by PBF Holding on an actual cost basis. In determining payments due under the Amended and Restated Rail Agreements, excess volumes throughput under the agreements shall apply against required payments in respect to the minimum throughput commitments on a quarterly basis and, to the extent not previously applied, on an annual basis against the MVCs.

Other Agreements

In addition to the commercial agreements described above, PBFX has entered into an omnibus agreement with PBF GP, PBF LLC and PBF Holding, which has been amended and restated in connection with certain of the Acquisitions from PBF (as amended, the “Omnibus Agreement”). The Omnibus Agreement addresses the payment of an annual fee for the provision of various general and administrative services and reimbursement of salary and benefit costs for certain PBF Energy employees.

Additionally, PBFX has entered into an operation and management services and secondment agreement with PBF Holding and certain of its subsidiaries (the “Services Agreement”), pursuant to which PBF Holding and its subsidiaries provide PBFX with the personnel necessary for the Partnership to perform its obligations under its commercial agreements. PBFX reimburses PBF Holding for the use of such employees and the provision of certain infrastructure-related services to the extent applicable to its operations, including storm water discharge and waste water treatment, steam, potable water, access to certain roads and grounds, sanitary sewer access, electrical power, emergency response, filter press, fuel gas, API solids treatment, fire water and compressed air. The Services Agreement will terminate upon the termination of the Omnibus Agreement, provided that the Partnership may terminate any service on 30-days’ notice.

Summary of Transactions

A summary of revenue and expense transactions with the Partnership’s affiliates, including expenses directly charged and allocated to the Partnership, is as follows:
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Revenues
 
$
60,864

 
$
56,202

Operating and maintenance expenses
 
1,674

 
1,618

General and administrative expenses
 
1,700

 
1,654


10. SEGMENT INFORMATION

The Partnership’s operations are organized into two reportable segments, Transportation and Terminaling and Storage. Operations that are not included in either the Transportation and Terminaling or the Storage segments are included in Corporate.

The Partnership’s Transportation and Terminaling segment consists of product terminals, pipelines, crude unloading facilities, product tanks and marine facilities capable of processing crude oil, natural gas and refined products. The Partnership’s Storage segment consists of storage facilities capable of handling crude oil, refined products and intermediates.



20

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


Revenues are generated from third-party transactions as well as commercial agreements entered into with PBF Holding under which the Partnership receives fees for transportation, terminaling and storage of crude oil, refined products and natural gas. The Partnership does not have any foreign operations.

The operating segments adhere to the accounting polices used for the consolidated financial statements, as described in Note 2 “Summary of Accounting Policies” of the Notes to Consolidated Financial Statements in the 2017 Form 10-K. The Partnership’s operating segments are strategic business units that offer different services in different geographical locations. PBFX has evaluated the performance of each operating segment based on its respective operating income. Certain general and administrative expenses and interest and financing costs are included in Corporate as they are not directly attributable to a specific operating segment. Identifiable assets are those used by the operating segment, whereas assets included in Corporate are principally cash, deposits and other assets that are not associated with a specific operating segment.
 
 
Three Months Ended March 31, 2018
 
 
Transportation and Terminaling
 
Storage
 
Corporate
 
Consolidated Total
Total revenue
 
$
56,970

 
$
7,069

 
$

 
$
64,039

Depreciation and amortization expense
 
5,570

 
925

 

 
6,495

Income (loss) from operations
 
35,505

 
3,991

 
(4,291
)
 
35,205

Interest expense, net and amortization of loan fees and debt premium
 

 

 
9,948

 
9,948

Capital expenditures
 
3,867

 
86

 

 
3,953

 
 
Three Months Ended March 31, 2017
 
 
Transportation and Terminaling
 
Storage
 
Corporate
 
Consolidated Total
Total revenue
 
$
54,939

 
$
5,538

 
$

 
$
60,477

Depreciation and amortization expense
 
4,751

 
601

 

 
5,352

Income (loss) from operations
 
36,106

 
3,250

 
(3,315
)
 
36,041

Interest expense, net and amortization of loan fees and debt premium
 

 

 
7,984

 
7,984

Capital expenditures
 
15,293

 
4,174

 

 
19,467

 
 
Balance at March 31, 2018
 
 
Transportation and Terminaling
 
Storage
 
Corporate
 
Consolidated Total
Total assets
 
$
640,095

 
$
85,220

 
$
3,165

 
$
728,480

 
 
Balance at December 31, 2017
 
 
Transportation and Terminaling
 
Storage
 
Corporate
 
Consolidated Total
Total assets
 
$
639,310

 
$
86,760

 
$
11,480

 
$
737,550






21

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


11. SUBSEQUENT EVENTS

Cash distribution

On May 3, 2018, PBF GP’s board of directors announced a cash distribution, based on the results of the first quarter of 2018, of $0.49 per unit. The distribution is payable on May 30, 2018 to PBFX unitholders of record at the close of business on May 15, 2018.

Cummins Terminals Purchase

On April 16, 2018, the Partnership’s wholly-owned subsidiary, PLPT, completed the purchase of two refined product terminals located in Knoxville, Tennessee, which include product tanks, pipeline connections to the Colonial and Plantation pipeline systems and truck loading facilities (the “Cummins Terminals”) from Cummins Terminals, Inc. for total cash consideration of approximately $58,000 (the “Cummins Terminals Purchase”). The transaction was financed through a combination of cash on hand and borrowings under the Partnership’s Revolving Credit Facility.

Drop-down Transactions

On April 16, 2018, the Partnership announced the entry into a letter of intent to acquire several development assets from subsidiaries of PBF Energy. The letter of intent is subject to the execution of definitive agreements and the execution and closing of such definitive agreements are expected in the second quarter of 2018.






22

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS

DCLC, Delaware Pipeline Company LLC, Delaware City Terminaling Company LLC, Toledo Terminaling Company LLC, PLPT, PBFX Op Co, TVPC and PNGPC serve as guarantors of the obligations under the 2023 Notes. These guarantees are full and unconditional and joint and several. For purposes of the following footnote, the Partnership is referred to as “Issuer.” The indenture dated May 12, 2015, among the Partnership, PBF Logistics Finance Corporation (“PBF Logistics Finance”), the guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, governs subsidiaries designated as “Guarantor Subsidiaries.” In addition, PBF LLC provides a limited guarantee of collection of the principal amount of the 2023 Notes, but is not otherwise subject to the covenants of the Indenture. Refer to PBF LLC’s Quarterly Report on Form 10-Q for its condensed consolidated financial statements.

The 2023 Notes were co-issued by PBF Logistics Finance. For purposes of the following footnote, PBF Logistics Finance is referred to as “Co-Issuer.” The Co-Issuer has no independent assets or operations.

The following supplemental combining and condensed consolidating financial information reflects the Issuer’s separate accounts, the combined accounts of the Guarantor Subsidiaries, the combining and consolidating adjustments and eliminations and the Issuer’s consolidated accounts for the dates and periods indicated. For purposes of the following combining and consolidating information, the Issuer’s investment in its subsidiaries and the Guarantor Subsidiaries’ investment in its subsidiaries are accounted for under the equity method of accounting.




23

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS CONDENSED CONSOLIDATING BALANCE SHEET
 
March 31, 2018
 
Issuer
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Combining and Consolidating Adjustments
 
Total
ASSETS
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
2,599

 
$
19,410

 
$

 
$

 
$
22,009

Accounts receivable - affiliates
24

 
32,457

 

 

 
32,481

Accounts receivable

 
1,308

 

 

 
1,308

Prepaids and other current assets
541

 
1,850

 

 

 
2,391

Due from related parties
69,403

 
423,221

 

 
(492,624
)
 

Total current assets
72,567

 
478,246

 

 
(492,624
)
 
58,189

Property, plant and equipment, net

 
670,261

 

 

 
670,261

Other non-current assets

 
30

 

 

 
30

Investment in subsidiaries
892,182

 

 

 
(892,182
)
 

Total assets
$
964,749

 
$
1,148,537

 
$

 
$
(1,384,806
)
 
$
728,480

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable - affiliates
$
552

 
$
4,816

 
$

 
$

 
$
5,368

Accounts payable and accrued liabilities
17,624

 
8,365

 

 

 
25,989

Deferred revenue

 
843

 

 

 
843

Due to related parties
423,221

 
69,403

 

 
(492,624
)
 

Total current liabilities
441,397

 
83,427

 

 
(492,624
)
 
32,200

Long-term debt
539,456

 

 

 

 
539,456

Other long-term liabilities

 
2,003

 

 

 
2,003

Total liabilities
980,853

 
85,430

 

 
(492,624
)
 
573,659

 
 
 
 
 
 
 
 
 
 
Commitments and contingencies (Note 8)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity:
 
 
 
 
 
 
 
 
 
Net Investment - Predecessor

 
892,182

 

 
(892,182
)
 

Common unitholders
(19,063
)
 

 

 

 
(19,063
)
IDR holder - PBF LLC
2,959

 

 

 

 
2,959

Total PBF Logistics LP equity
(16,104
)
 
892,182

 

 
(892,182
)
 
(16,104
)
Noncontrolling interest

 
170,925

 

 

 
170,925

Total equity
(16,104
)
 
1,063,107

 

 
(892,182
)
 
154,821

Total liabilities and equity
$
964,749

 
$
1,148,537

 
$

 
$
(1,384,806
)
 
$
728,480






24

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS
CONDENSED CONSOLIDATING BALANCE SHEET
 
December 31, 2017
 
Issuer
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Combining and Consolidating Adjustments
 
Total
ASSETS
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
10,909

 
$
8,755

 
$

 
$

 
$
19,664

Accounts receivable - affiliates
1

 
40,816

 

 

 
40,817

Accounts receivable

 
1,423

 

 

 
1,423

Prepaids and other current assets
571

 
1,222

 

 

 
1,793

Due from related parties
64,162

 
388,737

 

 
(452,899
)
 

Total current assets
75,643

 
440,953

 

 
(452,899
)
 
63,697

Property, plant and equipment, net

 
673,823

 

 

 
673,823

Other non-current assets

 
30

 

 

 
30

Investment in subsidiaries
856,257

 

 

 
(856,257
)
 

Total assets
$
931,900

 
$
1,114,806

 
$

 
$
(1,309,156
)
 
$
737,550

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable - affiliates
$
2,022

 
$
6,330

 
$

 
$

 
$
8,352

Accounts payable and accrued liabilities
7,156

 
12,638

 

 

 
19,794

Deferred revenue

 
1,438

 

 

 
1,438

Due to related parties
388,737

 
64,162

 

 
(452,899
)
 

Total current liabilities
397,915

 
84,568

 

 
(452,899
)
 
29,584

Long-term debt
548,793

 

 

 

 
548,793

Other long-term liabilities

 
2,078

 

 

 
2,078

Total liabilities
946,708

 
86,646

 

 
(452,899
)
 
580,455

 
 
 
 
 
 
 
 
 
 
Commitments and contingencies (Note 8)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity:
 
 
 
 
 
 
 
 
 
Net Investment - Predecessor

 
856,257

 

 
(856,257
)
 

Common unitholders
(17,544
)
 

 

 

 
(17,544
)
IDR holder - PBF LLC
2,736

 

 

 

 
2,736

Total PBF Logistics LP equity
(14,808
)
 
856,257

 

 
(856,257
)
 
(14,808
)
Noncontrolling interest

 
171,903

 

 

 
171,903

Total equity
(14,808
)
 
1,028,160

 

 
(856,257
)
 
157,095

Total liabilities and equity
$
931,900

 
$
1,114,806

 
$

 
$
(1,309,156
)
 
$
737,550





25

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
 
Three Months Ended March 31, 2018
 
Issuer
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Combining and Consolidating Adjustments
 
Total
Revenue:
 
 
 
 
 
 
 
 
 
Affiliate
$

 
$
60,864

 
$

 
$

 
$
60,864

Third-party

 
3,175

 

 

 
3,175

Total revenue

 
64,039

 

 

 
64,039

 
 
 
 
 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
 
 
 
 
Operating and maintenance expenses

 
18,048

 

 

 
18,048

General and administrative expenses
4,291

 

 

 

 
4,291

Depreciation and amortization

 
6,495

 

 

 
6,495

Total costs and expenses
4,291

 
24,543

 

 

 
28,834

 
 
 
 
 
 
 
 
 
 
Income (loss) from operations
(4,291
)
 
39,496

 

 

 
35,205

 
 
 
 
 
 
 
 
 
 
Other income (expense):
 
 
 
 
 
 
 
 
 
Equity in earnings of subsidiaries
39,496

 

 

 
(39,496
)
 

Interest expense, net
(9,585
)
 

 

 

 
(9,585
)
Amortization of loan fees and debt premium
(363
)
 

 

 

 
(363
)
Net income
25,257

 
39,496

 

 
(39,496
)
 
25,257

Less: Net income attributable to noncontrolling interest

 
4,022

 

 

 
4,022

Net income attributable to the partners
25,257

 
35,474

 

 
(39,496
)
 
21,235

Less: Net income attributable to the IDR holder
2,959

 

 

 

 
2,959

Net income attributable to PBF Logistics LP unitholders
$
22,298

 
$
35,474

 
$

 
$
(39,496
)
 
$
18,276
















26

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
 
Three Months Ended March 31, 2017
 
Issuer
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Combining and Consolidating Adjustments
 
Total
Revenue:
 
 
 
 
 
 
 
 
 
Affiliate
$

 
$
56,202

 
$

 
$

 
$
56,202

Third-party

 
4,275

 

 

 
4,275

Total revenue

 
60,477

 

 

 
60,477

 
 
 
 
 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
 
 
 
 
Operating and maintenance expenses

 
15,769

 

 

 
15,769

General and administrative expenses
3,315

 

 

 

 
3,315

Depreciation and amortization

 
5,352

 

 

 
5,352

Total costs and expenses
3,315

 
21,121

 

 

 
24,436

 
 
 
 
 
 
 
 
 
 
Income (loss) from operations
(3,315
)
 
39,356

 

 

 
36,041

 
 
 
 
 
 
 
 
 
 
Other income (expense):
 
 
 
 
 
 
 
 
 
Equity in earnings of subsidiaries
39,356

 

 

 
(39,356
)
 

Interest expense, net
(7,568
)
 

 

 

 
(7,568
)
Amortization of loan fees
(416
)
 

 

 

 
(416
)
Net income
28,057

 
39,356

 

 
(39,356
)
 
28,057

Less: Net loss attributable to Predecessor

 
(150
)
 

 

 
(150
)
Less: Net income attributable to noncontrolling interest

 
3,599

 

 

 
3,599

Net income attributable to the partners
28,057

 
35,907

 

 
(39,356
)
 
24,608

Less: Net income attributable to the IDR holder
1,686

 

 

 

 
1,686

Net income attributable to PBF Logistics LP unitholders
$
26,371

 
$
35,907

 
$

 
$
(39,356
)
 
$
22,922




27

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
 
Three Months Ended March 31, 2018
 
Issuer
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Combining and Consolidating Adjustments
 
Total
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
Net income
$
25,257

 
$
39,496

 
$

 
$
(39,496
)
 
$
25,257

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
 
 
 
Depreciation and amortization

 
6,495

 

 

 
6,495

Amortization of loan fees and debt premium
363

 

 

 

 
363

Unit-based compensation expense
834

 

 

 

 
834

Equity in earnings of subsidiaries
(39,496
)
 

 

 
39,496

 

Changes in operating assets and liabilities:
 
 
 
 
 
 
 
 
 
Accounts receivable - affiliates
(23
)
 
8,359

 

 

 
8,336

Accounts receivable

 
115

 

 

 
115

Prepaids and other current assets
30

 
(628
)
 

 

 
(598
)
Accounts payable - affiliates
(1,470
)
 
(1,514
)
 

 

 
(2,984
)
Accounts payable and accrued liabilities
10,172

 
(3,264
)
 

 

 
6,908

Amounts due to (from) related parties
29,243

 
(29,243
)
 

 

 

Deferred revenue

 
(595
)
 

 

 
(595
)
Other assets and liabilities

 
(75
)
 

 

 
(75
)
Net cash provided by operating activities
24,910

 
19,146

 

 

 
44,056

 
 
 
 
 
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Expenditures for property, plant and equipment

 
(3,953
)
 

 

 
(3,953
)
Investment in subsidiaries
(462
)
 

 

 
462

 

Net cash used in investing activities
$
(462
)
 
$
(3,953
)
 
$

 
$
462

 
$
(3,953
)











28

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Continued)
 
Three Months Ended March 31, 2018
 
Issuer
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Combining and Consolidating Adjustments
 
Total
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Distributions to unitholders
$
(23,058
)
 
$

 
$

 
$

 
$
(23,058
)
Contribution from parent

 
462

 

 
(462
)
 

Distributions to TVPC members

 
(5,000
)
 

 

 
(5,000
)
Repayment of revolving credit facility
(9,700
)
 

 

 

 
(9,700
)
Net cash used in financing activities
(32,758
)
 
(4,538
)
 

 
(462
)
 
(37,758
)
 
 
 
 
 
 
 
 
 
 
Net change in cash and cash equivalents
(8,310
)
 
10,655

 

 

 
2,345

Cash and cash equivalents at beginning of year
10,909

 
8,755

 

 

 
19,664

Cash and cash equivalents at end of period
$
2,599

 
$
19,410

 
$

 
$

 
$
22,009




29

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
 
Three Months Ended March 31, 2017
 
Issuer
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Combining and Consolidating Adjustments
 
Total
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
Net income
$
28,057

 
$
39,356

 
$

 
$
(39,356
)
 
$
28,057

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
 
 
 
Depreciation and amortization

 
5,352

 

 

 
5,352

Amortization of loan fees
416

 

 

 

 
416

Unit-based compensation expense
680

 

 

 

 
680

Equity in earnings of subsidiaries
(39,356
)
 

 

 
39,356

 

Changes in operating assets and liabilities:
 
 
 
 
 
 
 
 
 
Accounts receivable - affiliates
90

 
7,770

 

 

 
7,860

Accounts receivable

 
2,472

 

 

 
2,472

Prepaids and other current assets
110

 
(407
)
 

 

 
(297
)
Accounts payable - affiliates
2,802

 
(2,081
)
 

 

 
721

Accounts payable and accrued liabilities
6,974

 
1,147

 

 

 
8,121

Amounts due to (from) related parties
29,200

 
(29,200
)
 

 

 

Deferred revenue

 
246

 

 

 
246

Other assets and liabilities
(7
)
 
176

 

 

 
169

Net cash provided by operating activities
28,966

 
24,831

 

 

 
53,797

 
 
 
 
 
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Expenditures for property, plant and equipment

 
(19,467
)
 

 

 
(19,467
)
Purchase of marketable securities
(75,036
)
 

 

 

 
(75,036
)
Maturities of marketable securities
75,006

 

 

 

 
75,006

Investment in subsidiaries
(2,753
)
 

 

 
2,753

 

Net cash used in investing activities
$
(2,783
)
 
$
(19,467
)
 
$

 
$
2,753

 
$
(19,497
)








30

PBF LOGISTICS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT BARREL, UNIT AND PER UNIT DATA)


12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PBF LOGISTICS
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Continued)
 
Three Months Ended March 31, 2017
 
Issuer
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Combining and Consolidating Adjustments
 
Total
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Distributions to unitholders
$
(20,059
)
 
$

 
$

 
$

 
$
(20,059
)
Distributions to TVPC members

 
(3,425
)
 

 

 
(3,425
)
Contribution from parent

 
8,210

 

 
(2,753
)
 
5,457

Repayment of term loan
(39,664
)
 

 

 

 
(39,664
)
Net cash (used in) provided by financing activities
(59,723
)
 
4,785

 

 
(2,753
)
 
(57,691
)
 
 
 
 
 
 
 
 
 
 
Net change in cash and cash equivalents
(33,540
)
 
10,149

 

 

 
(23,391
)
Cash and cash equivalents at beginning of year
52,133

 
12,088

 

 

 
64,221

Cash and cash equivalents at end of period
$
18,593

 
$
22,237

 
$

 
$

 
$
40,830




31


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Form 10-Q. The following information and such unaudited condensed consolidated financial statements should also be read in conjunction with the audited consolidated financial statements and related notes, together with our discussion and analysis of financial condition and results of operations in our 2017 Form 10-K. This discussion contains forward-looking statements that are based on management’s current expectations, estimates and projections about our business and operations. The cautionary statements made in this report should be read as applying to all related forward-looking statements wherever they appear in this Form 10-Q. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. You should read “Risk Factors” in our 2017 Form 10-K and “Cautionary Note Regarding Forward-Looking Statements” in this Form 10-Q. In this Item 2, all references to “we,” “us,” “our,” the “Partnership,” “PBFX” or similar terms for periods prior to the Acquisitions from PBF (as defined below) prior to the effective date of each acquisition refer to the Predecessor. For periods subsequent to the effective dates of each of the Acquisitions from PBF, these terms refer to the Partnership and its subsidiaries.

Overview

PBFX is a fee-based, growth-oriented, Delaware master limited partnership formed in February 2013 by subsidiaries of PBF Energy to own or lease, operate, develop and acquire crude oil and refined petroleum products terminals, pipelines, storage facilities and similar logistics assets. PBF GP is our general partner and is wholly-owned by PBF LLC. PBF Energy is the sole managing member of PBF LLC and, as of March 31, 2018 , owned 97.2% of the total economic interest in PBF LLC. PBF LLC owns 18,459,497 of PBFX’s common units constituting an aggregate 44.1% limited partner interest in PBFX and owns all of PBFX’s IDRs, with the remaining 55.9% limited partner interest owned by public unitholders.

The Partnership includes the assets, liabilities and results of operations of certain crude oil, refined products, natural gas and intermediates terminaling, pipeline, and storage assets, which include assets previously operated and owned by certain of PBF Holding’s currently and previously held subsidiaries, which were acquired in a series of acquisitions from 2014 through 2017.

2018 Business Developments

Cummins Terminals Purchase

On April 16, 2018, our wholly-owned subsidiary, PBF Logistics Products Terminals LLC (“PLPT”), completed the purchase of two refined product terminals located in Knoxville, Tennessee, which include product tanks with a total shell capacity of approximately 0.5 million barrels, pipeline connections to the Colonial and Plantation pipeline systems and two truck loading facilities with nine loading bays (the “Cummins Terminals”) from Cummins Terminals, Inc. for total cash consideration of approximately $58.0 million (the “Cummins Terminals Purchase”). The transaction was financed through a combination of cash on hand and borrowings under our five-year $360.0 million revolving credit facility (“Revolving Credit Facility”).

Drop-down Transactions

On April 16, 2018, we announced the entry into a letter of intent to acquire several development assets from subsidiaries of PBF Energy. The letter of intent is subject to the execution of definitive agreements and the execution and closing of such definitive agreements are expected in the second quarter of 2018.





32


Principles of Combination and Consolidation and Basis of Presentation

Our Predecessor generally did not historically operate its assets for the purpose of generating revenues independent of other PBF Energy businesses. In connection with, and subsequent to, our initial public offering (“IPO”), we have acquired certain assets from PBF LLC (collectively referred to as the “Contributed Assets”). The acquisitions completed subsequent to the IPO were made through a series of drop-down transactions with PBF LLC (collectively referred to as the “Acquisitions from PBF”). Upon the closing of our IPO and the Acquisitions from PBF, we entered into commercial and service agreements with subsidiaries of PBF Energy under which we operate our assets for the purpose of generating fee-based revenues. We receive, handle and transfer crude oil, refined products and natural gas from sources located throughout the United States and Canada and store crude oil, refined products and intermediates for PBF Energy in support of its refineries. In addition, subsequent to the acquisition of the four refined product terminals located in and around Philadelphia, Pennsylvania, we have begun to generate third-party revenue related to those assets.

Agreements with PBF Energy

Commercial Agreements

We currently derive the majority of our revenue from long-term, fee-based, minimum volume commitment (“MVC”) agreements with PBF Holding, supported by contractual fee escalations for inflation adjustments and certain increases in operating costs. We believe the terms and conditions under these agreements, as well as the Omnibus Agreement (as defined below) and the Services Agreement (as defined below) each with PBF Holding, are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services. 

See the 2017 Form 10-K for a more complete description of our commercial agreements with PBF Holding, including those identified as leases.

The Delaware City Rail Terminaling Services Agreement and the Delaware West Ladder Rack Terminaling Services Agreement between Delaware City Terminaling Company LLC and PBF Holding were amended effective as of January 1, 2018 (collectively, the “Amended and Restated Rail Agreements”) with the service fees thereunder being adjusted, including the addition of an ancillary fee paid by PBF Holding on an actual cost basis. In determining payments due under the Amended and Restated Rail Agreements, excess volumes throughput under the agreements shall apply against required payments in respect to the minimum throughput commitments on a quarterly basis and, to the extent not previously applied, on an annual basis against the MVCs. As a result of these amendments, in the future, we expect to avoid earnings volatility associated with escalating costs. Additionally, the amendments should more closely align PBF Holding and us in terms of optimizing the utilization of the Delaware City rail unloading assets.

Other Agreements
In addition to the commercial agreements described above, we have entered into an omnibus agreement with PBF GP, PBF LLC and PBF Holding, which has been amended and restated in connection with certain of the Acquisitions from PBF (as amended, the “Omnibus Agreement”). The Omnibus Agreement addresses the payment of an annual fee for the provision of various general and administrative services and reimbursement of salary and benefit costs for certain PBF Energy employees.

Additionally, we have entered into an operation and management services and secondment agreement with PBF Holding and certain of its subsidiaries, which has been amended and restated in connection with certain of the Acquisitions from PBF (as amended, the “Services Agreement”). Pursuant to the Services Agreement, PBF Holding and its subsidiaries provide us with the personnel necessary for us to perform our obligations under our commercial agreements. We reimburse PBF Holding for the use of such employees and the provision of certain infrastructure-related services to the extent applicable to its operations, including storm water discharge and waste


33


water treatment, steam, potable water, access to certain roads and grounds, sanitary sewer access, electrical power, emergency response, filter press, fuel gas, API solids treatment, fire water and compressed air. The Services Agreement will terminate upon the termination of the Omnibus Agreement, provided that we may terminate any service on 30 days’ notice.

Factors Affecting the Comparability of Our Financial Results

Our results of operations may not be comparable to our historical results of operations for the reasons described below:

Revenues . Our reported logistics assets revenues are fee-based and a majority are subject to contractual MVCs. These fees are indexed for inflation in accordance with either the Federal Energy Regulatory Commission indexing methodology, the U.S. Producer Price Index or the U.S. Consumer Price Index for All Urban Consumers.

Revenues reported by us prior to the acquisition of Paulsboro Natural Gas Pipeline Company LLC (“PNGPC”) in February 2017 did not include the services agreement associated with the new 24” interstate natural gas pipeline we built to replace the existing PNGPC pipeline servicing PBF Holding’s Paulsboro Refinery (the “Paulsboro Natural Gas Pipeline”), which commenced in August 2017 (the “Paulsboro Natural Gas Pipeline Services Agreement”).

In addition, the Amended and Restated Rail Agreements, which effectively combine the MVC’s associated with our Delaware City rail unloading assets with a blended throughput rate and a directly billed ancillary fee, were executed effective as of January 1, 2018.

Financing . Historically, we have financed our operations through proceeds generated by equity offerings, internally generated cash flows, and borrowings under our Revolving Credit Facility to satisfy capital expenditure requirements. During March 2017, we fully repaid the remaining outstanding balance of our three-year $300.0 million term loan facility with Wells Fargo Bank, National Association, as administrative agent, and a syndicate of lenders (the “Term Loan”). On October 6, 2017, we issued $175.0 million in aggregate principal amount of 6.875% Senior Notes due 2023 (the “new 2023 Notes,” and along with the $350.0 million in aggregate principal amount of 6.875% Senior Notes due 2023 issued in May 2015, the “2023 Notes”). The new 2023 Notes included a registration rights arrangement whereby we agreed, no later than 365 days after the date of the original issuance of the new 2023 Notes, to file a registration statement with the SEC and use commercially reasonable efforts to consummate an offer to exchange the new 2023 Notes for an issue of registered notes with terms substantially identical to the notes. This registration statement was declared effective on April 2, 2018, and it is anticipated that the exchange will be consummated during the second quarter of 2018.

Toledo Products Terminal Acquisition. On April 17, 2017, our wholly-owned subsidiary, PBF Logistics Products Terminals LLC, acquired the Toledo, Ohio refined products terminal assets (the “Toledo Products Terminal”) from Sunoco Logistics Partners L.P. (the “Toledo Products Terminal Acquisition”). The transaction is accounted for as a third-party acquisition, and as a result, our results may not be comparable due to additional affiliate revenue, operating and maintenance expenses and general and administrative expenses associated with the Toledo Products Terminal.

Chalmette Storage Tank. On November 1, 2017, we, through our wholly-owned subsidiary, PBFX Operating Company LLC (“PBFX Op Co”), began providing storage services to PBF Holding in November 2017 at PBF Holding’s Chalmette Refinery (the “Chalmette Storage Tank”) under a ten-year storage service agreement (the “Chalmette Storage Agreement”).






34


Other Factors That Will Significantly Affect Our Results

Supply and Demand for Crude Oil, Refined Products and Natural Gas . We generate revenue by charging fees for receiving, handling, transferring, storing and throughputting crude oil, refined products and natural gas. The majority of our revenues are derived from fee-based commercial agreements with subsidiaries of PBF Energy with initial terms ranging from approximately seven to ten years and including MVCs, which enhance the stability of our cash flows. The volume of crude oil, refined products and natural gas that is throughput or stored depends substantially on PBF Energy’s refining margins. Refining margins are dependent mostly upon the price of crude oil or other refinery feedstocks and the price of refined products.

Factors driving the prices of petroleum-based commodities include supply and demand in crude oil, gasoline and other refined products. Supply and demand for these products depend on numerous factors outside of our control, including changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, production levels, logistics constraints, availability of imports, marketing of competitive fuels, crude oil price differentials and government regulation. Please read “Risk Factors” included in “Item 1A.” of our 2017 Form 10-K.

Acquisition and Organic Growth Opportunities. We may acquire additional logistics assets from PBF Energy or third parties. Under our Omnibus Agreement, subject to certain exceptions, we have a right of first offer on certain logistics assets owned by PBF Energy to the extent PBF Energy decides to sell, transfer or otherwise dispose of any of those assets. We also have a right of first offer to acquire additional logistics assets that PBF Energy may construct or acquire in the future. Our commercial agreements provide us with options to purchase certain assets at PBF Holding’s refineries related to our business in the event PBF Energy permanently shuts down PBF Holding’s refineries. In addition, our commercial agreements provide us with the right to use certain assets at PBF Holding’s refineries in the event of a temporary shutdown. Furthermore, we may pursue strategic asset acquisitions from third parties or organic growth projects to the extent such acquisitions or projects complement our or PBF Energy’s existing asset base or provide attractive potential returns. We believe that we are well-positioned to acquire logistics assets from PBF Energy and third parties should such opportunities arise, and identifying and executing acquisitions and organic growth projects is a key part of our strategy. However, if we do not complete acquisitions or organic growth projects on economically acceptable terms, our future growth will be limited, and the acquisitions or projects we do complete may reduce, rather than increase, our cash available for distribution. These acquisitions and organic growth projects could also affect the comparability of our results from period to period. We expect to fund future growth capital expenditures primarily from a combination of cash-on-hand, borrowings under our Revolving Credit Facility and the issuance of additional equity or debt securities. To the extent we issue additional units to fund future acquisitions or expansion capital expenditures, the payments of distributions on those additional units may increase the risk that we will be unable to maintain or increase our per unit distribution level.

Third-Party Business. As of March 31, 2018 , PBF Holding accounts for the substantial majority of our revenues and we continue to expect the majority of our revenue for the foreseeable future will be derived from operations supporting PBF Energy’s refineries. We are examining further diversification of our customer base by potentially developing additional third-party throughput volumes in our existing system and continuing to expand our asset portfolio to service third-party customers. Unless we are successful in attracting additional third-party customers, our ability to increase volumes will be dependent on PBF Holding, which has no obligation under our commercial agreements to supply our facilities with additional volumes in excess of its MVCs. If we are unable to increase throughput or storage volumes, future growth may be limited.

Noncontrolling Interest . As a result of PBFX Op Co’s acquisition from PBF LLC of 50% of the issued and outstanding limited liability company interests of Torrance Valley Pipeline Company LLC (“TVPC”) (the “TVPC Acquisition”), PBFX Op Co became the managing member of TVPC and fully consolidates TVPC. With respect to the consolidation of TVPC, we record a noncontrolling interest for the remaining 50% economic interest in TVPC held by TVP Holding Company LLC (“TVP Holding”). Noncontrolling interest on the condensed consolidated statements of operations includes the portion of net income or loss attributable to the economic interest


35


in TVPC held by TVP Holding. Noncontrolling interest on the condensed consolidated balance sheets includes the portion of net assets of TVPC attributable to TVP Holding.

How We Evaluate Our Operations

Our management uses a variety of financial and operating metrics to analyze our business and segment performance. These metrics are significant factors in assessing our operating results and profitability and include but are not limited to volumes, including terminal and pipeline throughput and storage capacity; operating and maintenance expenses; and EBITDA, EBITDA attributable to PBFX and distributable cash flow. We define EBITDA, EBITDA attributable to PBFX and distributable cash flow below.

Volumes. The amount of revenue we generate primarily depends on the volumes of crude oil, refined products and natural gas that we throughput at our terminaling and pipeline operations and our available storage capacity. These volumes are primarily affected by the supply of and demand for crude oil and refined products in the markets served directly or indirectly by our assets. Although PBF Energy has committed to minimum volumes under the commercial agreements described above, our results of operations will be impacted by:

PBF Energy’s utilization of our assets in excess of the MVCs;
our ability to identify and execute accretive acquisitions and organic expansion projects, and capture PBF Energy’s incremental volumes or third-party volumes; and
our ability to increase throughput volumes at our facilities and provide additional ancillary services at those terminals and pipelines.

Operating and Maintenance Expenses. Our management seeks to maximize the profitability of our operations by effectively managing operating and maintenance expenses. These expenses are comprised primarily of labor expenses, outside contractor expenses, utility costs, insurance premiums, repairs and maintenance expenses and related property taxes. These expenses generally remain relatively stable across broad ranges of throughput volumes but can fluctuate from period to period depending on the mix of activities performed during that period and the timing of these expenses. We will seek to manage our maintenance expenditures on our assets by scheduling maintenance over time to avoid significant variability in our maintenance expenditures and to minimize their impact on our cash flow.

EBITDA, EBITDA attributable to PBFX and Distributable Cash Flow. We define EBITDA as net income (loss) before net interest expense, income tax expense, depreciation and amortization expense. We define EBITDA attributable to PBFX as net income (loss) attributable to PBFX before net interest expense, income tax expense, depreciation and amortization expense attributable to PBFX, which excludes the results of Acquisitions from PBF prior to the effective dates of such transactions. We define distributable cash flow as EBITDA attributable to PBFX plus non-cash unit-based compensation expense, less net cash paid for interest, maintenance capital expenditures and income taxes. Distributable cash flow will not reflect changes in working capital balances. EBITDA, EBITDA attributable to PBFX and distributable cash flow are not presentations made in accordance with U.S. generally accepted accounting principles (“GAAP”).

EBITDA, EBITDA attributable to PBFX and distributable cash flow are non-GAAP supplemental financial measures that management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:

our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or, in the case of EBITDA, financing methods;
the ability of our assets to generate sufficient cash flow to make distributions to our unitholders;
our ability to incur and service debt and fund capital expenditures; and


36


the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.

We believe that the presentation of EBITDA and EBITDA attributable to PBFX provides useful information to investors in assessing our financial condition and results of operations. We believe that the presentation of distributable cash flow provides useful information to investors as it is a widely accepted financial indicator used by investors to compare partnership performance and provides investors with another perspective of the operating performance of our assets and the cash our business is generating. EBITDA, EBITDA attributable to PBFX and distributable cash flow should not be considered alternatives to net income, operating income, cash from operations or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA, EBITDA attributable to PBFX and distributable cash flow have important limitations as analytical tools because they exclude some but not all items that affect net income and net cash provided by operating activities. Additionally, because EBITDA, EBITDA attributable to PBFX and distributable cash flow may be defined differently by other companies in our industry, our definition of such matters may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. EBITDA, EBITDA attributable to PBFX and distributable cash flow are reconciled to net income and net cash provided by operating activities in “—Results of Operations” below.



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Results of Operations

A discussion and analysis of the factors contributing to our results of operations is presented below. The financial statements, together with the following information, are intended to provide investors with a reasonable basis for assessing our historical operations, but should not serve as the only criteria for predicting our future performance.

Combined Overview. The following tables summarize our results of operations and financial data for the three months ended March 31, 2018 and 2017 . The following data should be read in conjunction with our Condensed Consolidated Financial Statements and the Notes thereto included in “Item 1. Financial Statements.”
 
 
Three Months Ended March 31,
 
 
2018
 
2017
 
 
(In thousands)
Revenue:
 
 
 
 
Affiliate
 
$
60,864

 
$
56,202

Third-Party
 
3,175

 
4,275

Total revenue
 
64,039

 
60,477

 
 
 
 
 
Costs and expenses:
 
 
 
 
Operating and maintenance expenses
 
18,048

 
15,769

General and administrative expenses
 
4,291

 
3,315

Depreciation and amortization
 
6,495

 
5,352

Total costs and expenses
 
28,834

 
24,436

 
 
 
 
 
Income from operations
 
35,205

 
36,041

 
 
 
 
 
Other expense:
 
 
 
 
Interest expense, net
 
(9,585
)
 
(7,568
)
   Amortization of loan fees and debt premium
 
(363
)
 
(416
)
Net income
 
25,257

 
28,057

Less: Net loss attributable to Predecessor
 

 
(150
)
Less: Net income attributable to noncontrolling interest
 
4,022

 
3,599

Net income attributable to the partners
 
21,235

 
24,608

Less: Net income attributable to the IDR holder
 
2,959

 
1,686

Net income attributable to PBF Logistics LP unitholders
 
$
18,276

 
$
22,922

 
 
 
 
 
Other Data:
 
 
 
 
EBITDA attributable to PBFX
 
$
36,317

 
$
36,469

Distributable cash flow
 
26,246

 
28,574

Capital expenditures
 
3,953

 
19,467












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Reconciliation of Non-GAAP Financial Measures

As described in “How We Evaluate Our Operations,” our management uses EBITDA, EBITDA attributable to PBFX and distributable cash flow to analyze our performance. The following table presents a reconciliation of EBITDA, EBITDA attributable to PBFX and distributable cash flow to net income, the most directly comparable GAAP financial measure of operating performance on a historical basis, for the periods indicated.
 
 
Three Months Ended March 31,
 
 
2018
 
2017
 
 
(In thousands)
Net income
 
$
25,257

 
$
28,057

Interest expense, net
 
9,585

 
7,568

Amortization of loan fees and debt premium
 
363

 
416

Depreciation and amortization
 
6,495

 
5,352

EBITDA
 
41,700

 
41,393

Less: Predecessor EBITDA
 

 
(40
)
Less: Noncontrolling interest EBITDA
 
5,383

 
4,964

EBITDA attributable to PBFX
 
36,317

 
36,469

Non-cash unit-based compensation expense
 
834

 
680

Cash interest
 
(9,580
)
 
(7,750
)
Maintenance capital expenditures
 
(1,325
)
 
(825
)
Distributable cash flow
 
$
26,246

 
$
28,574


The following table presents a reconciliation of EBITDA, EBITDA attributable to PBFX and distributable cash flow to net cash provided by operating activities, the most directly comparable GAAP financial measure of liquidity on a historical basis, for the periods indicated.
 
 
Three Months Ended March 31,
 
 
2018
 
2017
 
 
(In thousands)
Net cash provided by operating activities:
 
$
44,056

 
$
53,797

Change in operating assets and liabilities
 
(11,107
)
 
(19,292
)
Interest expense, net
 
9,585

 
7,568

Non-cash unit-based compensation expense
 
(834
)
 
(680
)
EBITDA
 
41,700

 
41,393

Less: Predecessor EBITDA
 

 
(40
)
Less: Noncontrolling interest EBITDA
 
5,383

 
4,964

EBITDA attributable to PBFX
 
36,317

 
36,469

Non-cash unit-based compensation expense
 
834

 
680

Cash interest
 
(9,580
)
 
(7,750
)
Maintenance capital expenditures
 
(1,325
)
 
(825
)
Distributable cash flow
 
$
26,246

 
$
28,574










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The following table presents a reconciliation of net income attributable to noncontrolling interest and noncontrolling interest EBITDA for informational purposes.
 
 
Three Months Ended March 31,
 
 
2018
 
2017
 
 
(In thousands)
Net income attributable to noncontrolling interest
 
$
4,022

 
$
3,599

Depreciation and amortization related to noncontrolling interest (*)
 
1,361

 
1,365

Noncontrolling interest EBITDA
 
$
5,383

 
$
4,964


* Represents 50% of depreciation and amortization for TVPC for the three months ended March 31, 2018 and 2017.

Three Months Ended March 31, 2018 Compared to the Three Months Ended March 31, 2017

Summary. Our net income for the three months ended  March 31, 2018   decreased  approximately $2.8 million  to  $25.3 million  from $28.1 million  for the three months ended March 31, 2017 . The decrease in net income was primarily due to the following:

an increase in operating and maintenance expenses of approximately $2.3 million , or  14.5% , as a result of increased utilities expenses within our Transportation and Terminaling segment, higher maintenance and materials expenses, expenses related to the Toledo Products Terminal subsequent to the Toledo Products Terminal Acquisition and expenses associated with our pipeline control center subsequent to its completion in May 2017, partially offset by a decrease in outside services costs within our Transportation and Terminaling segment;
an increase in general and administrative expenses of approximately $1.0 million , or  29.4% , as a result of higher acquisition related costs and higher unit-based compensation expense;
an increase in depreciation and amortization expenses of approximately $1.1 million , or 21.4% , related to the timing of acquisitions and new assets being placed in service;
an increase in interest expense, net of approximately $2.0 million , or 26.7% , attributable to the interest costs associated with the new 2023 Notes, partially offset by lower borrowings under our Revolving Credit Facility;
partially offset by the following:
an increase in total revenues of approximately $3.6 million , or 5.9% , primarily attributable to the Paulsboro Natural Gas Pipeline Services Agreement commencing in August 2017, the Chalmette Storage Agreement commencing in November 2017 and January 1, 2018 inflation rate adjustments implemented in accordance with certain of our commercial agreements (the “Inflation Rate Increase”), partially offset by decreases in throughput fees resulting from the Amended and Restated Rail Agreements.

EBITDA attributable to PBFX for the three months ended  March 31, 2018   decreased  approximately $0.2 million  to $36.3 million  from $36.5 million  for the three months ended  March 31, 2017 due to the factors noted above, excluding the impact of depreciation, interest and noncontrolling interest.

Operating Segments

We review operating results in two reportable segments: (i) Transportation and Terminaling; and (ii) Storage. Decisions concerning the allocation of resources and assessment of operating performance are made based on this segmentation. Management measures the operating performance of each of its reportable segments based on the segment operating income. Segment operating income is defined as net sales less operating expenses and depreciation and amortization. General and administrative expenses and interest expenses not included in the Transportation and Terminaling and Storage segments are included in Corporate. Segment reporting is further


40


discussed in Note 10 “Segment Information” in our Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements.”

Transportation and Terminaling Segment

The following table and discussion is an explanation of our results of operations of the Transportation and Terminaling segment for the three months ended   March 31, 2018  and  2017 :
 
 
Three Months Ended March 31,
 
 
2018
 
2017
 
 
(In thousands)
Revenue:
 
 
 
 
Affiliate
 
$
53,795

 
$
50,664

Third-Party
 
3,175

 
4,275

Total revenue
 
56,970

 
54,939

 
 
 
 
 
Costs and expenses:
 
 
 
 
Operating and maintenance expenses
 
15,895

 
14,082

Depreciation and amortization
 
5,570

 
4,751

Total costs and expenses
 
21,465

 
18,833

Transportation and Terminaling Segment Operating Income
 
$
35,505

 
$
36,106

 
 
 
 
 
Key Operating Information
 
 
 
 
Transportation and Terminaling Segment
 
 
 
 
Terminals
 
 
 
 
Total throughput (barrels per day) (1)
 
197,398

 
178,715

Lease tank capacity (average lease capacity barrels per month)
 
2,137,302

 
2,126,209

Pipelines
Total throughput (barrels per day) (1)
 
152,757

 
146,302

Lease tank capacity (average lease capacity barrels per month)
 
1,536,912

 
1,371,862


(1) Calculated as the sum of the average throughput per day for each asset group for the period presented.

Three Months Ended March 31, 2018 Compared to the Three Months Ended March 31, 2017

Revenue . Revenue increased approximately $2.0 million , or 3.7% , to $57.0 million for the three months ended March 31, 2018 compared to $54.9 million for the three months ended March 31, 2017 . The increase in revenue was primarily attributable to the Paulsboro Natural Gas Pipeline Services Agreement commencing in August 2017, the Toledo Products Terminal operations following the Toledo Products Terminal Acquisition, increased throughput at certain of our assets and the Inflation Rate Increase, partially offset by decreases in throughput fees resulting from the Amended and Restated Rail Agreements.

Operating and maintenance expenses. Operating and maintenance expenses increased approximately $1.8 million , or 12.9% , to $15.9 million for the three months ended March 31, 2018 compared to $14.1 million for the three months ended March 31, 2017 . The increase in operating and maintenance expenses was primarily attributable to costs related to the Toledo Products Terminal operations following the Toledo Products Terminal Acquisition, costs associated with our pipeline control center subsequent to its completion in May 2017, higher utilities expenses and higher maintenance and materials expenses, partially offset by a decrease in outside services costs.

Depreciation and amortization. Depreciation and amortization expense increased approximately $0.8 million , or 17.2% , to $5.6 million for the three months ended March 31, 2018 compared to $4.8 million for the


41


three months ended March 31, 2017 . The increase in depreciation and amortization expense was primarily attributable to the timing of the Toledo Products Terminal Acquisition and new assets being placed in service including the Paulsboro Natural Gas Pipeline.

Storage Segment

The following table and discussion is an explanation of our results of operations of the Storage segment for the three months ended March 31, 2018  and  2017 :
 
 
Three Months Ended March 31,
 
 
2018
 
2017
 
 
(In thousands)
Revenue:
 
 
 
 
Affiliate
 
$
7,069

 
$
5,538

Third-Party
 

 

Total revenue
 
7,069

 
5,538

 
 
 
 
 
Costs and expenses:
 
 
 
 
Operating and maintenance expenses
 
2,153

 
1,687

Depreciation and amortization
 
925

 
601

Total costs and expenses
 
3,078

 
2,288

Storage Segment Operating Income
 
$
3,991

 
$
3,250

 
 
 
 
 
Key Operating Information
 
 
 
 
Storage Segment
 
 
 
 
Storage capacity reserved (average shell capacity barrels per month) (1)
 
4,478,755

 
3,691,939


(1) Storage capacity is based on tanks in service and average shell capacity available during the period.

Three Months Ended March 31, 2018 Compared to the Three Months Ended March 31, 2017

Revenue. Revenue increased approximately $1.5 million , or 27.6% , to $7.1 million for the three months ended March 31, 2018 compared to $5.5 million for the three months ended March 31, 2017 . The increase in revenue was primarily attributable to the Chalmette Storage Agreement commencing in November 2017, higher available storage capacity and the Inflation Rate Increase.

Operating and maintenance expenses. Operating and maintenance expenses increased approximately $0.5 million , or 27.6% , to $2.2 million for the three months ended March 31, 2018 compared to $1.7 million for the three months ended March 31, 2017 . The increase in operating and maintenance expenses was primarily attributable to higher maintenance activity, as well as expenses associated with the Chalmette Storage Tank.

Depreciation and amortization. Depreciation and amortization expense increased approximately $0.3 million , or 53.9% , to $0.9 million for the three months ended March 31, 2018 compared to $0.6 million for the three months ended March 31, 2017 . The increase in depreciation and amortization expense was primarily attributable to the Chalmette Storage Tank commencing service in November 2017.



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Liquidity and Capital Resources

We expect our ongoing sources of liquidity to include cash generated from operations, reimbursement by PBF Energy for certain capital expenditures, borrowings under our Revolving Credit Facility, and issuances of additional debt and equity securities. We believe that cash generated from these sources will be sufficient to meet our short-term working capital requirements, long-term capital expenditure requirements and minimum quarterly cash distributions.

We have paid, and intend to continue to pay, a quarterly distribution of at least $0.30 per unit per quarter, or $1.20 per unit on an annualized basis, which equates to approximately $12.8 million per quarter, or approximately $51.2 million per year, based on the number of common units and associated IDRs outstanding as of March 31, 2018. We do not have a legal obligation to pay this distribution.

During the three months ended March 31, 2018 , we made a cash distribution payment related to the fourth quarter of 2017 as follows (in thousands except per unit data):
Related Earnings Period:
Q4 2017

Distribution date
March 14, 2018

Record date
February 28, 2018

Per unit
$
0.4850

To public common unitholders
$
11,369

To PBF LLC
11,689

Total distribution
$
23,058


Credit Facilities

The Revolving Credit Facility is available to fund working capital, acquisitions, distributions and capital expenditures and for other general partnership purposes. The maximum availability under the Revolving Credit Facility is $360.0 million and the Partnership has the ability to further increase the maximum availability by an additional $240.0 million, to a total facility size of $600.0 million, subject to receiving increased commitments from lenders or other financial institutions and satisfaction of certain conditions. See Note 5 “Debt” in our Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements” for further information regarding the Revolving Credit Facility. We are in compliance with our covenants under the Revolving Credit Facility as of March 31, 2018 .

On April 16, 2018, our wholly-owned subsidiary, PLPT, completed the Cummins Terminals Purchase for total cash consideration of approximately $58.0 million, of which $57.0 million was financed through borrowings under our Revolving Credit Facility.

Our 2023 Notes have an aggregate principal amount of $525.0 million with interest payable semi-annually on May 15 and November 15. The 2023 Notes mature on May 15, 2023. The 2023 Notes contain customary terms, events of default and covenants for an issuer of non-investment grade debt securities. These covenants include limitations or restrictions on us and our restricted subsidiaries’ ability to, among other things, make distributions. These covenants are subject to a number of important limitations and exceptions. As of March 31, 2018 , we are in compliance with all covenants under the 2023 Notes.









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Cash Flows

The following table sets forth our cash flows for the periods indicated:
 
 
Three Months Ended March 31,
 
 
2018
 
2017
 
 
(In thousands)
Net cash provided by operating activities
 
$
44,056

 
$
53,797

Net cash used in investing activities
 
(3,953
)
 
(19,497
)
Net cash used in financing activities
 
(37,758
)
 
(57,691
)
Net change in cash and cash equivalents
 
$
2,345

 
$
(23,391
)

Cash Flows from Operating Activities

Net cash provided by operating activities decreased approximately $9.7 million to $44.1 million for the three months ended March 31, 2018 compared to $53.8 million for the three months ended March 31, 2017 . The decrease in net cash provided by operating activities was primarily the result of net income and non-cash charges relating to depreciation and amortization, amortization of loan fees and debt premium and unit-based compensation of approximately $32.9 million for the three months ended March 31, 2018 , compared to approximately $34.5 million for the three months ended March 31, 2017 , and a net decrease in the net changes in operating assets and liabilities of approximately $8.2 million primarily driven by the timing of collection of accounts receivables and liability payments.

Cash Flows from Investing Activities

Net cash used in investing activities decreased approximately $15.5 million to $4.0 million for the three months ended March 31, 2018 compared to net cash used in investing activities of $19.5 million for the three months ended March 31, 2017 . The decrease in net cash used in investing activities was primarily due a decrease in capital expenditures of approximately $15.5 million related to the construction of the Paulsboro Natural Gas Pipeline and the Chalmette Storage Tank in 2017.

Cash Flows from Financing Activities

Net cash used in financing activities decreased approximately $19.9 million to $37.8 million for the three months ended March 31, 2018 compared to $57.7 million for the three months ended March 31, 2017 . The cash outflows for the three months ended March 31, 2018 were primarily driven by distributions to unitholders of $23.1 million , repayment of our Revolving Credit Facility of $9.7 million , and distributions to TVPC members of $5.0 million . Net cash used in financing activities for the three months ended March 31, 2017 consisted of repayment of our Term Loan of $39.7 million , distributions to unitholders of $20.1 million and distributions to TVPC members of $3.4 million , partially offset by a contribution from PBF LLC of $5.5 million related to the pre-acquisition activities of PNGPC.

Capital Expenditures

Our capital requirements have consisted of and are expected to continue to consist of maintenance capital expenditures, expansion capital expenditures and regulatory capital expenditures. Maintenance capital expenditures are expenditures (including expenditures for the addition or improvement to, or the replacement of, our capital assets, and for the acquisition of existing, or the construction or development of new, capital assets) made to maintain our long-term operating income or operating capacity. Examples of maintenance capital expenditures are expenditures for the refurbishment and replacement of terminals and to maintain equipment reliability, integrity and safety. Expansion capital expenditures are expenditures incurred for acquisitions or capital improvements that we expect will increase our operating income or operating capacity over the long term. Examples of expansion


44


capital expenditures include the acquisition of equipment and the construction, development or acquisition of unloading equipment or other equipment at our facilities or additional throughput or storage capacity to the extent such capital expenditures are expected to expand our operating capacity or increase our operating income. Regulatory capital expenditures are expenditures made to attain or maintain compliance with regulatory standards. Examples of regulatory capital expenditures are expenditures incurred to address environmental laws or regulations.

Capital expenditures for the three months ended March 31, 2018 and 2017 were as follows:
 
Three Months Ended March 31,
 
2018
 
2017
 
(In thousands)
Expansion
$
2,606

 
$
18,642

Regulatory
22

 

Maintenance
1,325

 
825

Total capital expenditures
$
3,953

 
$
19,467


We currently expect to spend an aggregate of between approximately $20.0 million and $25.0 million during 2018 for capital expenditures, of which between approximately $13.0 million and $18.0 million relate to maintenance or regulatory capital expenditures (exclusive of capital expenditures related to current year acquisitions). We anticipate the forecasted capital expenditures will be funded primarily with cash from operations and through borrowings under our Revolving Credit Facility as needed.

Under the Omnibus Agreement, PBF Energy has agreed to reimburse us for any costs up to $20.0 million per event (net of any insurance recoveries) that we incur for repairs required due to the failure of any Contributed Asset to operate in substantially the same manner and condition as such asset was operating prior to the closing of our IPO and the Acquisitions from PBF during the first five years after the closing of our IPO and the Acquisitions from PBF, and any matters related thereto.

Contractual Obligations

With the exception of repayments made during the quarter on the Revolving Credit Facility and subsequent borrowings under the Revolving Credit Facility of approximately $57.0 million in April 2018 to finance the Cummins Terminals Purchase, there have been no significant changes in our contractual obligations since those reported in our 2017 Form 10-K. Refer to Note 5 “Debt” and Note 11 “Subsequent Events” in our Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements” for additional information regarding our debt obligations and subsequent events.

Off-Balance Sheet Arrangements

We have not entered into any transactions, agreements or other contractual arrangements that would result in off-balance sheet liabilities, other than outstanding letters of credit in the amount of approximately $4.0 million and operating leases.

Environmental and Other Matters

Environmental Regulation

Our operations are subject to extensive and frequently changing federal, state and local laws, regulations and ordinances relating to the protection of the environment. Among other things, these laws and regulations govern the emission or discharge of pollutants into or onto the land, air and water, the handling and disposal of solid and hazardous wastes and the remediation of contamination. As with the industry generally, compliance with existing and anticipated environmental laws and regulations increases our overall cost of business, including our capital


45


costs to develop, maintain, operate and upgrade equipment and facilities. While these laws and regulations affect our regulatory capital expenditures and net income, we believe they do not necessarily affect our competitive position, as the operations of our competitors are similarly affected. We believe our facilities are in substantial compliance with applicable environmental laws and regulations. However, these laws and regulations are subject to changes, or to changes in the interpretation of such laws and regulations, by regulatory authorities, and continued and future compliance with such laws and regulations may require us to incur significant expenditures. Additionally, violation of environmental laws, regulations and permits can result in the imposition of significant administrative, civil and criminal penalties, injunctions limiting our operations, investigatory or remedial liabilities or construction bans or delays in the development of additional facilities or equipment. Furthermore, a release of hydrocarbons or hazardous substances into the environment could, to the extent the event is not insured, subject us to substantial expenses, including costs to comply with applicable laws and regulations and to resolve claims by third parties for personal injury or property damage, or by the U.S. federal government or state governments for natural resources damages. These impacts could directly and indirectly affect our business and have an adverse impact on our financial position, results of operations and liquidity. We cannot currently determine the amounts of such future impacts.

Environmental Liabilities
 
Contamination resulting from spills of crude oil or petroleum products is not unusual within the petroleum terminaling or transportation industries. Historic spills at truck and rail racks, and terminals as a result of past operations have resulted in contamination of the environment, including soils and groundwater.
 
Pursuant to the contribution agreements entered into in connection with our IPO and the Acquisitions from PBF, PBF Energy has agreed to indemnify us for certain known and unknown environmental liabilities that are based on conditions in existence at our Predecessor’s properties and associated with the ownership or operation of our assets and arising from the conditions that existed prior to the closings of our IPO and the Acquisitions from PBF. In addition, we have agreed to indemnify PBF Energy for certain events and conditions associated with the ownership or operation of our assets that occur after the closings of our IPO and the Acquisitions from PBF, and for environmental liabilities related to our assets to the extent PBF Energy is not required to indemnify us for such liabilities or if the environmental liability is the result of the negligence, willful misconduct or criminal conduct of PBF Energy or its employees, including those seconded to us. As a result, we may incur the type of expenses described above in the future, which may be substantial.

As of March 31, 2018 , we have recorded a total liability related to environmental remediation costs of approximately $2.1 million related to existing environmental liabilities. Refer to Note 8 “Commitments and Contingencies” in our Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Statements” for additional information.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices. Because we do not generally own the crude oil, refined products or natural gas that is distributed through our facilities, and because all of our commercial agreements with PBF Energy require PBF Energy to bear the risk of any material volume loss relating to the services we provide, we have minimal direct exposure to risks associated with fluctuating commodity prices.
 
We experience modest volume gains and losses, which we sometimes refer to as imbalances, within our assets as a result of variances in tank storage meter readings and volume fluctuations within certain of our terminals. We use a year-to-date weighted-average market price to value our assets and liabilities related to product imbalances. For the three months ended March 31, 2018 , the impact from our imbalances was not material to our results. In practice, we expect to settle positive refined product imbalances at the end of each year by selling excess volumes at current market prices. We may be required to purchase refined product volumes in the open market to make up negative imbalances, or settle through cash payments.


46



Debt that we incur under our Revolving Credit Facility bears interest at a variable rate and exposes us to interest rate risk. At March 31, 2018 , we had $20.0 million outstanding in variable interest debt under this facility. A 1.0% change in the interest rate associated with the borrowings outstanding under this facility would result in a $2.3 million change in our interest expense, assuming we were to borrow all $360.0 million available under our Revolving Credit Facility.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures.
 
We maintain a system of disclosure controls and procedures that is designed to provide reasonable assurance that information which is required to be disclosed is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management in a timely manner. Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we have evaluated the effectiveness of our system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of March 31, 2018 . Based on that evaluation, our principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures are effective as of March 31, 2018 .

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting during the three months ended March 31, 2018 that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting.



47


PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Although from time to time we may be involved in litigation and claims arising out of our operations in the normal course of business, we do not believe that we are a party to any litigation that will have a material adverse impact on our financial condition, results of operations or statements of cash flows. We are not aware of any material legal or governmental proceedings against us, or contemplated to be brought against us.

Item 1A. Risk Factors

There have been no significant changes from the risk factors previously disclosed in “Item 1A. Risk Factors” of our 2017 Form 10-K.

Item 5. Other Information

(a) On May 2, 2018, the Delaware City Rail Terminaling Services Agreement and the Delaware West Ladder Rack Terminaling Services Agreement between our wholly-owned subsidiary, Delaware City Terminaling Company LLC, and PBF Holding were amended effective as of January 1, 2018 (collectively, the “Amended and Restated Rail Agreements”) with the service fees thereunder being adjusted, including the addition of an ancillary fee paid by PBF Holding on an actual cost basis. In determining payments due under the Amended and Restated Rail Agreements, excess volumes throughput under the agreements shall apply against required payments in respect to the minimum throughput commitments on a quarterly basis and, to the extent not previously applied, on an annual basis against the MVCs.

As a result of these amendments, in the future, we expect to avoid earnings volatility associated with escalating costs. Additionally, the amendments should more closely align PBF Holding and us in terms of optimizing the utilization of the Delaware City rail unloading assets.

The foregoing description is not complete and is subject to and qualified in its entirety by reference to the full text of the Amended and Restated Delaware City Rail Terminaling Services Agreement and the Amended and Restated Delaware City West Ladder Rack Terminaling Services Agreement which are filed as Exhibits 10.1 and 10.2 to this Form 10-Q and incorporated herein by reference.




48


Item 6. Exhibits
The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this report and such Exhibit Index is incorporated herein by reference.

EXHIBIT INDEX
Exhibit Number
 
Description
 
Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership of PBF Logistics LP.
 
Amended and Restated Delaware City Rail Terminaling Services Agreement.
 
Amended and Restated Delaware City West Ladder Rack Terminaling Services Agreement.
 
Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Logistics LP pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
Certification of Erik Young, Chief Financial Officer of PBF Logistics LP pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Logistics LP pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
Certification of Erik Young, Chief Financial Officer of PBF Logistics LP pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
Supplemental Financial Information of Torrance Valley Pipeline Company LLC.
101.INS
 
XBRL Instance Document.
101.SCH
 
XBRL Taxonomy Extension Schema Document.
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document.
——————
* Filed herewith.
** Furnished, not filed.


49


Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
 
PBF Logistics LP
 
 
By:
PBF Logistics GP LLC, its general partner
 
 
 
 
 
Date:
May 3, 2018
 
By:
/s/ Erik Young
 
 
 
 
Erik Young
Senior Vice President, Chief Financial Officer and Director
(Duly Authorized Officer and Principal Financial Officer)
 
 
 
 
 



50
Exhibit 3.1


Amendment No. 1
to
Second Amended and Restated
Agreement of Limited Partnership of
PBF Logistics LP

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.

WHEREAS, Section 13.1(d) of the Partnership Agreement provides that the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement to reflect a change that the General Partner determines does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect; and

WHEREAS, acting pursuant to Section 13.1(d)(i) of the Partnership Agreement, the General Partner has determined that the following amendment to the Partnership Agreement does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect.

NOW, THEREFORE, the General Partner hereby amends the Partnership Agreement, as follows:

1. Amendment . Section 9.3 of the Agreement is hereby amended and restated as follows:

“Section 9.3     Tax Controversies . Subject to the provisions hereof, the General Partner is designated as the Tax Matters Partner (as defined in Section 6231(a)(7) of the Code) as in effect prior to the enactment of the Bipartisan Budget Act of 2015) and the General Partner (or its designee) shall be designated as the “partnership representative” (as defined in Section 6223 of the Code following the enactment of the Bipartisan Budget Act of 2015) with respect to tax returns filed for taxable years beginning after December 31, 2017 and is authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. Each Partner agrees to cooperate with the General Partner and to do or refrain from doing any or all things reasonably required by the General Partner to conduct such proceedings. In its capacity as “partnership representative,” the General Partner (or its designee) shall exercise any and all authority of the “partnership representative” under





the Code, including, without limitation, (i) binding the Partnership and its Partners with respect to tax matters and (ii) determining whether to make any available election under Section 6226 of the Code. For the avoidance of doubt and pursuant to Section 13.1(d) of this Agreement, the General Partner may amend the provisions of this Agreement in such a manner that the General Partner determines to be necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any amendment to the provisions of Subchapter C of Chapter 63 of Subtitle F of the Code, as enacted by the Bipartisan Budget Act of 2015, or in the regulations or publication of other administrative guidance thereunder, including any amendments thereto.”

2. Agreement in Effect . Except as hereby amended, the Partnership Agreement shall remain in full force and effect.

3. Applicable Law . This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

4. Severability . Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those provisions of this Amendment that are valid, enforceable and legal.

[Signature Page Follows]






IN WITNESS WHEREOF, thi s Amendment has been execu t ed as of the date first written above.

GENERAL PARTNER:

PBF Logistics GP LLC


By: /s/ Trecia Canty
Name: Trecia Canty
Title: Secretary































Signature Page to Amendment No. 1 to Second Amended and Restated Agreement of Limited
Partnership of PBF Logistics LP


Exhibit 10.1




















AMENDED AND RESTATED DELAWARE CITY RAIL
TERMINALING SERVICES AGREEMENT



























TABLE OF CONTENTS
Article 1
Definitions and Construction
1

Article 2
Term
9

Article 3
Terminaling; Ancillary Services
10

Article 4
Custody, Title and Risk of Loss
14

Article 5
Specification and Contamination
15

Article 6
Condition and Maintenance of the Terminal
15

Article 7
Inspection, Access and Audit Rights
17

Article 8
Scheduling
18

Article 9
[Intentionally Omitted]
18

Article 10
Additional Covenants
18

Article 11
Representations
20

Article 12
Insurance
21

Article 13
Force Majeure, Damage or Destruction
21

Article 14
Suspension of Refinery Operations
22

Article 15
Right of First Refusal
23

Article 16
Shutdown or Idling of Refinery
26

Article 17
Event of Default: Remedies Upon Event of Default
28

Article 18
Indemnification
29

Article 19
Limitation on Damages
30

Article 20
Confidentiality
31

Article 21
Choice of Law
32

Article 22
Assignment
32

Article 23
Notices
33

Article 24
No Waiver; Cumulative Remedies
35

Article 25
Nature of Transaction and, Relationship of Parties
35

Article 26
Arbitration Provision
35

Article 27
General
36




i



Exhibit A
Ancillary Services Fees
 
Exhibit B
Product and Product Quality
 
Exhibit C
Nomination and Scheduling; Railcar Specifications
 
Exhibit D
Designated Refinery Assets
 


ii



DELAWARE CITY RAIL TERMINALING SERVICES AGREEMENT
This Amended and Restated Delaware City Rail Terminaling Services Agreement (this “ Agreement ”) is made and entered into this 2 nd 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 ”).
WHEREAS , the Operator owns and operates a double-loop rail terminal located in Delaware City, Delaware (together with existing or future modifications or additions, the “ Terminal ”);
WHEREAS , the Parties are entering into this Agreement to provide for the rights and obligations of the Parties with respect to the Terminal; and
WHEREAS , the Parties desire to record the terms and conditions upon which the Operator shall provide terminaling services to the Company at the Terminal on a non-exclusive basis and the Operator shall serve as operator of the Terminal and bailee of all Products in the custody of the Operator and owned or held by the Company or any of the Company Designees.
NOW, THEREFORE , in consideration of the premises and the respective promises, conditions, terms and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties do hereby agree as follows:
Article 1      Definitions and Construction.
Section 1.1 Definitions . For purposes of this Agreement, including the foregoing recitals, the following terms shall have the meanings indicated below:
Acquisition Proposal ” has the meaning specified in Section 15.3(a) .
Adjustment ” has the meaning specified in Section 3.6(a) .
Affiliate ” means, with respect to a specified Person, any other Person controlling, controlled by or under common control with that first Person. As used in this definition, the term “control” includes (a) with respect to any Person having voting securities or the equivalent and elected directors, managers or Persons performing similar functions, the ownership of or power to vote, directly or indirectly, voting securities or the equivalent representing 50% or more of the power to vote in the election of directors, managers or Persons performing similar functions, (b) ownership of 50% or more of the equity or equivalent interest in any Person and (c) the ability to direct the business and affairs of any Person by acting as a general partner, manager or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, the Company and its subsidiaries (other than PBF Logistics LP and its subsidiaries), on the one hand, and PBF Logistics LP and its subsidiaries (including the Operator), on the other hand, shall not be considered Affiliates of each other.
Aggregate Annual Shortfall Payments has the meaning specified in Section 3.7 .

1



Aggregate Excess Throughput Fees has the meaning specified in Section 3.7 .
Agreement ” has the meaning specified in the preamble to this document.
Amendment Date has the meaning specified in the preamble to this document.
Ancillary Services ” means the services to be provided by the Operator to the Company at the Terminal that are set forth on Exhibit A , as well as any other ancillary services requested in accordance with Section 3.4 .
Ancillary Services Fees ” means, for any month during the Term, the fees set forth on Exhibit A , to be paid by the Company pursuant to Section 3.4 during that month for Ancillary Services.
Applicable Law ” means any applicable statute, law, regulation, Environmental Law, ordinance, rule, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, agreement, requirement, or other governmental restriction or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued under any of the foregoing by, or any determination by, any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended (including all of the terms and provisions of the applicable common law of such Governmental Authority), as interpreted and enforced at the time in question.
Arbitrable Dispute ” means any and all disputes, controversies and other matters in question between the Operator, on the one hand, and the Company, on the other hand, arising under or in connection with this Agreement.
Barrel ” means forty-two (42) net U.S. gallons, measured at 60° F and 1 atmospheric pressure.
bpd ” means barrels per day.
Business Day ” means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the State of New York, State of New Jersey or the State of Delaware.
Capital Expenditure ” means any expenditure incurred to acquire or upgrade a fixed asset.
Change in Law ” has the meaning specified in Section 3.6(a) .
Change of Control ” means PBF Energy Company LLC or any of its majority owned direct or indirect subsidiaries ceases to control the general partner of PBF Logistics LP.
Claimant ” has the meaning specified in Article 26 .
Commencement Date ” means October 1 , 2014.

2



Company ” has the meaning specified in the preamble to this Agreement.
Company Designee ” means, collectively, each Person designated by the Company, including any Person acting as an intermediator of all or any portion of the Products or any third party.
Company Indemnitees ” has the meaning specified in Section 18.1 .
Company Inspectors ” has the meaning specified in Section 7.1 .
Company's Share ” means a number, expressed as a percentage, equal to the quotient of (a) the greater of (i) the total Barrels throughput by the Company and any Company Designee at the Terminal, in the aggregate, during the sixth-month period preceding the date of determination or (ii) the Minimum Throughput Commitment during such period, and (b) the total Barrels throughput by all Persons at the Terminal during such period.
Confidential Information ” means all information, documents, records and data (including this Agreement, except to the extent required to be made public in a filing with the Securities and Exchange Commission or another Governmental Authority or pursuant to the rules and regulations of any national securities exchange) that a Party furnishes or otherwise discloses to the other Party (including any such items furnished prior to the execution of this Agreement), together with all analyses, compilations, studies, memoranda, notes or other documents, records or data (in whatever form maintained, whether documentary, computer or other electronic storage or otherwise) prepared by the receiving Party which contain or otherwise reflect or are generated from such information, documents, records and data; provided , however , that the term “ Confidential Information ” does not include any information that (a) at the time of disclosure or thereafter is or becomes generally available to or known by the public (other than as a result of a disclosure by the receiving Party), (b) is developed by the receiving Party without reliance on any Confidential Information or (c) is or was available to the receiving Party on a nonconfidential basis from a source other than the disclosing Party that, insofar as is known to the receiving Party after reasonable inquiry, is not prohibited from transmitting the information to the recipient by a contractual, legal or fiduciary obligation to the disclosing Party.
Contract Quarter ” means a three-month period that commences on January 1, April 1, July 1 or October 1, and ends on March 31, June 30, September 30 or December 31, respectively.
Contract Year ” means a year that commences on January 1 and ends on the last day of December of such year, except that the initial Contract Year shall commence on the Commencement Date and the final Contract Year shall end on the last day of the Term.
Contribution Agreement means the Contribution Agreement, dated September 16, 2014, by and between PBF Energy Company LLC and PBF Logistics LP.
control ” (including with correlative meaning, the term “ controlled by ”) means, as used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the

3



direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
Defaulting Party ” has the meaning specified in Section 17.2 .
Designated Refinery Assets ” has the meaning specified in Section 16.1 .
Disposition Notice ” has the meaning specified in Section 15.3(a) .
Double Loop Aggregate Excess Throughput Fees has the meaning set forth in Section 3.7 .
Environmental Law ” means all federal, state, and local laws, statutes, rules, regulations, orders, judgments, ordinances, codes, injunctions, decrees, Environmental Permits and other legally enforceable requirements and rules of common law now or hereafter in effect, relating to pollution or protection of human health and the environment, safety, and occupational health, including the federal Comprehensive Environmental Response, Compensation, and Liability Act, the Superfund Amendments Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Federal Water Pollution Control Act, the Toxic Substances Control Act, the Oil Pollution Act, the Clean Water Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act, OSHA, and other similar federal, state or local health and safety, and environmental conservation and protection laws, each as amended from time to time.
Environmental Permit ” means any permit, approval, identification number, license, registration, consent, exemption, variance or other authorization required under or issued pursuant to any applicable Environmental Law.
ET ” means the prevailing time in the Eastern Time zone.
Event of Default ” has the meaning specified in Section 17.1 .
Excess Throughput ” has the meaning specified in Section 3.3 .
Excess Throughput Fee ” has the meaning specified in Section 3.2 .
First ROFR Acceptance Deadline ” has the meaning specified in Section 15.3(a) .
Force Majeure ” means acts of God, strikes, lockouts or other industrial disturbances, acts of a public enemy, wars, terrorism, blockades, insurrections, riots, storms, floods, interruptions in the ability to have safe passage in navigable waterways or rail lines, washouts, other interruptions caused by acts of nature or the environment, arrests, the order of any court or Governmental Authority claiming or having jurisdiction while the same is in force and effect, civil disturbances, explosions, fires, leaks, releases, breakage, accident to machinery, vessels, storage tanks or lines of pipe or rail lines, inability to obtain or unavoidable delay in obtaining material or equipment, inability to obtain or distribute Products, feedstocks, other products or materials necessary for operation because of a failure of third-party pipelines or rail lines or any other causes whether of the kind herein enumerated or otherwise not reasonably within the control of the Party claiming suspension and which by the

4



exercise of commercially reasonable efforts such Party is unable to prevent or overcome; provided , however , a Party’s inability to perform its economic obligations hereunder shall not constitute an event of Force Majeure.
Force Majeure Notice ” has the meaning specified in Section 13.1 .
Force Majeure Party ” has the meaning specified in Section 13.1 .
Force Majeure Period ” has the meaning specified in Section 13.1 .
Governmental Authority ” means any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing.
Hart-Scott-Rodino Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Index Change ” means the Producer Price Index is no longer published or the method of calculating the Producer Price Index is changed so that the Producer Price Index no longer reflects general increases in prices in the broad United States economy.
Initial Term ” has the meaning specified in Section 2.1 .
Liabilities ” means any losses, liabilities, charges, damages, deficiencies, assessments, interests, fines, penalties, costs and expenses (collectively, “ Costs ”) of any kind (including reasonable attorneys’ fees and other fees, court costs and other disbursements), including any Costs directly or indirectly arising out of or related to any suit, proceeding, judgment, settlement, cause of action, equitable or injunctive relief, or judicial or administrative order and any Costs arising from compliance or non-compliance with Environmental Law.
Minimum Throughput Capacity ” means, with respect to each Contract Quarter, an aggregate amount of throughput capacity equal to 85,000 bpd of Products, multiplied by the number of calendar days in such Contract Quarter; provided, however, that from the Commencement Date through September 30, 2014, which for the purposes of this Agreement shall be treated as one Contract Quarter, the Minimum Throughput Capacity shall be an aggregate amount of throughput capacity equal to 75,000 bpd of Products, multiplied by the number of calendar days in such Contract Quarter.
Minimum Throughput Commitment ” means, with respect to each Contract Quarter, an aggregate amount of Products received at the Terminal equal to at least 85,000 bpd of Products, multiplied by the number of calendar days in such Contract Quarter; provided, however, that from the Commencement Date through September 30, 2014, which for the purposes of this Agreement shall be treated as one Contract Quarter, the Minimum Throughput Commitment shall be an

5



aggregate amount of Products received at the Terminal equal to 75,000 bpd of Products, multiplied by the number of calendar days in such Contract Quarter.
Nomination” has the meaning specified in Exhibit C .
Non-Defaulting Party ” means the Party other than the Defaulting Party.
Notice Period ” has the meaning specified in Section 14.1 .
Off-Specification Product ” means Product that fails to meet the specifications set forth in Exhibit B .
Offer Price ” has the meaning specified in Section 15.3(a) .
Omnibus Agreement ” means that Omnibus Agreement, dated as of October 1, 2014, by and among the Company, PBF Energy Company LLC, PBF Logistics GP LLC, and PBF Logistics LP., as amended and restated as of the date hereof and as further amended or amended and restated from time to time.
Operation and Management Services and Secondment Agreement ” means that Operation and Management Services and Secondment Agreement dated October 1, 2014, by and among the Company, Delaware City Refining Company LLC, Toledo Refining Company LLC, PBF Logistics GP LLC, PBF Logistics LP, and the Operator as amended and restated as of the date hereof and as further amended or amended and restated from time to time.
Operator ” has the meaning specified in the preamble to this Agreement.
Operator Indemnitees ” has the meaning specified in Section 18.2 .
OSHA ” means Occupational Safety and Health Act of 1970, 29 U.S.C. Section 651 et seq.
Party ” or “ Parties ” has the meaning specified in the preamble to this Agreement.
Permitted Lien ” means (a) liens for real estate taxes, assessments, sewer and water charges or other governmental charges and levies not yet delinquent; (b) liens for taxes, assessments, judgments, governmental charges or levies, or claims not yet delinquent or the non-payment of which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been set aside; (c) liens of mechanics, laborers, suppliers, workers and materialmen incurred in the ordinary course of business for sums not yet due or being diligently contested in good faith; and (d) liens incurred in the ordinary course of business in connection with worker's compensation and unemployment insurance or other types of social security benefits.
Permanent Refinery Shutdown ” has the meaning specified in Section 16.1(a) .
Person ” means any individual, corporation, partnership, limited partnership, limited liability company, joint venture, trust or unincorporated organization, joint stock company or any

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other private entity or organization, Governmental Authority, court or any other legal entity, whether acting in an individual, fiduciary or other capacity.
Prime Rate ” means the rate of interest quoted in The Wall Street Journal , Bonds, Rates & Yields Section as the Prime Rate.
Producer Price Index ” shall have the meaning ascribed to such term by the United States Bureau of Labor Statistics.
Product ” means any of the products listed on Exhibit B , as from time to time amended by mutual agreement of the Parties.
Proposed Transferee ” has the meaning specified in Section 15.3(a) .
Prudent Industry Practice ” means, as of the relevant time, those methods and acts generally engaged in or applied by the refining, pipeline or terminaling industries (as applicable) in the United States that, in the exercise of reasonable judgment in light of the circumstances known at the time of performance, would have been expected to accomplish the desired result at a reasonable cost consistent with functionality, reliability, safety and expedition with due regard for health, safety, security and environmental considerations. Prudent Industry Practice is not intended to be limited to the optimum practices, methods or acts to the exclusion of others, but rather is intended to include reasonably acceptable practices, methods and acts generally engaged in or applied by the refining, pipeline or terminaling industries (as applicable) in the United States.
Receiving Party Personnel ” has the meaning specified in Section 20.4 .
Refinery ” means the petroleum refinery located in Delaware City, Delaware owned and operated by the Company’s Affiliates.
Refinery Asset Option Notice ” has the meaning specified in Section 16.1(b) .
Refinery Asset Option Period ” has the meaning specified in Section 16.1(f) .
Refinery Asset Purchase Option ” has the meaning specified in Section 16.1(b) .
Renewal Term ” has the meaning specified in Section 2.1 .
Required Permits ” has the meaning specified in Section 10.1 .
Respondent ” has the meaning specified in Article 26 .
Restoration ” has the meaning specified in Section 6.2(b) .
ROFR Acceptance Deadlines ” has the meaning specified in Section 15.3(a).
ROFR Asset ” means the Terminal and each asset that comprises the Terminal and is material to the operation thereof.

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ROFR Governmental Approval Deadline ” has the meaning specified in Section 15.3(c) .
ROFR Response ” has the meaning specified in Section 15.3(a) .
Sale Assets ” has the meaning specified in Section 15.3(a) .
Second ROFR Acceptance Deadline ” has the meaning specified in Section 15.3(a) .
Services ” has the meaning specified in Section 3.1 .
Shortfall ” has the meaning specified in Section 3.7 .
Shortfall Payment ” has the meaning specified in Section 3.7 .
Special Damages ” has the meaning specified in Article 19 .
Supplier Inspector ” means any Person selected by the Company to perform any and all inspections required by the Company or the Company Designee in a commercially reasonable manner at the Company’s own cost and expense that is acting on behalf of the Company or the Company Designee and that (a) is a Person who performs sampling, quality analysis and quantity determination or similar services of the Products purchased and sold under any agreement between the Company (or its Affiliates) and the Company Designee, (b) is not an Affiliate of any Party and (c) in the reasonable judgment of the Company, is qualified and reputed to perform its services in accordance with Applicable Law and Prudent Industry Practice.
Suspension Notice ” has the meaning specified in Section 14.1 .
Term ” has the meaning specified in Section 2.1 .
Terminal ” has the meaning specified in the recitals.
Terminal Maintenance ” has the meaning specified in Section 6.2(a) .
Terminaling Service Fee ” has the meaning set forth in Section 3.1 .
Termination Notice ” has the meaning specified in Section 13.2 .
Transfer ” means to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of, whether in one or a series of transactions.
West Ladder Rack Agreement means the Delaware City Terminaling Services Agreement by and between Operator and the Company dated as of October 1, 2014.
West Ladder Rack Excess Throughput Fees ” has the meaning specified in Section 3.7 .

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Section 1.2      Construction of Agreement .
(a) Unless otherwise specified, all references herein are to the Articles, Sections and Exhibits of this Agreement and all Exhibits are incorporated herein.
(b) All headings herein are intended solely for convenience of reference and shall not affect the meaning or interpretation of the provisions of this Agreement.
(c) Unless expressly provided otherwise, the word “including” as used herein does not limit the preceding words or terms and shall be read to be followed by the words “without limitation” or words having similar import.
(d) Unless expressly provided otherwise, all references to days, weeks, months and quarters mean calendar days, weeks, months and quarters, respectively.
(e) Unless expressly provided otherwise, references herein to “consent” mean the prior written consent of the Party at issue.
(f) A reference to any Party to this Agreement or another agreement or document includes the Party’s permitted successors and assigns.
(g) Unless the contrary clearly appears from the context, for purposes of this Agreement, the singular number includes the plural number and vice versa; and each gender includes the other gender.
(h) Except where specifically stated otherwise, any reference to any Applicable Law or agreement shall be a reference to the same as amended, supplemented or reenacted from time to time.
(i) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
Section 1.3     No Presumption . The Parties acknowledge that they and their counsel have reviewed and revised this Agreement and that no presumption of contract interpretation or construction shall apply to the advantage or disadvantage of the drafter of this Agreement.
Article 2      Term.
Section 2.1     Term . The initial term of this Agreement (the “ Initial Term ”) shall commence at 12:00:01 a.m., ET, on the Commencement Date and shall continue until 11:59:59 p.m., ET, on the first December 31 following the seventh (7 th ) anniversary of the Commencement Date. Thereafter, subject to the last sentence of this paragraph, the Company shall have a unilateral option to extend this Agreement for two additional five (5) year periods on the same terms and conditions set forth herein (each, a “ Renewal Term ”). The Initial Term and the Renewal Terms are sometimes referred to collectively herein as the “ Term .” In order to exercise its option to extend this Agreement for a

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Renewal Term, the Company shall notify the Operator in writing not less than twelve (12) months prior to the expiration of the Initial Term or any Renewal Term, as applicable.
Section 2.2     Termination . The Parties may terminate this Agreement prior to the end of the Term (but are under no obligation to do so) (a) as they may mutually agree in writing, (b) pursuant to a Termination Notice in accordance with Section 13.2 , (c) pursuant to a Suspension Notice in accordance with Section 14.1 , (d) pursuant to a default in accordance with Section 17.2 or (e) pursuant to Section 3.6(c) .
Article 3      Terminaling; Ancillary Services.
Section 3.1     Services . Subject to the terms of this Agreement, the Operator shall provide the following services (the “ Services ”) to the Company hereunder: receipt, handling, throughput, custody and delivery of the Company's (and its subsidiaries' and the Company Designee's) Product at the Terminal. During each Contract Quarter during the Term, the Company (on its own behalf and on behalf of its subsidiaries and the Company Designee) shall throughput or, if it does not throughput, pay for in accordance with Section 3.7 , in the aggregate, at least the Minimum Throughput Commitment at the Terminal and the Operator shall make available to the Company throughput capacity at the Terminal (and provide the Services as reasonably requested by the Company in connection therewith subject to the terms hereof), at all times sufficient to allow the Company to throughput the Minimum Throughput Commitment at the Terminal. The Operator shall cooperate with the Company or the Company Designee, and the Company shall (and shall cause the Company Designee to) cooperate with the Operator, to determine throughput of Product hereunder based on the number of railcars unloaded or any other commercially reasonable method mutually agreed to by the Parties.
Section 3.2     Terminaling Service Fee . The Company shall pay a terminaling services fee (the “ Terminaling Service Fee ”) for the volumes of Products it actually throughputs at the Terminal of (i) $1.72 per Barrel for all throughput up to the Minimum Throughput Commitment, and (ii) $0.25 per Barrel for all throughput volumes in excess of the Minimum Throughput Commitment (the “ Excess Throughput Fee ”).
Section 3.3     Excess Throughput . The Company shall have the right to throughput volumes in excess of its Minimum Throughput Commitment (“ Excess Throughput ”), up to the then-available capacity of the Terminal, as reasonably determined by the Operator in good faith at any time (after giving effect to the physical and operational constraints of the Terminal and the capacity contractually committed to third parties). In accordance with Section 3.2 , the Company shall pay the Operator the applicable per-Barrel Terminaling Service Fee for any Excess Throughput.
Section 3.4     Ancillary Services . Upon request by the Company, the Operator shall provide Ancillary Services to the Company at the Terminal. From time-to-time, the Company may request that the Operator provide additional Ancillary Services to the Company at the Terminal upon customary terms in accordance with Prudent Industry Practice so long as such additional Ancillary Services are reasonably related to the Services or existing Ancillary Services; provided , however , that in the event any requested additional Ancillary Service requires the Operator to make Capital Expenditures, such Capital Expenditures shall be subject to Section 3.10(b) and the Operator shall

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not be required to provide such additional Ancillary Service until the Operator is able to do so after using reasonable efforts in compliance with Section 3.10(b) ; provided , further , the Operator shall not be required to perform any additional Ancillary Service if it reasonably believes the performance thereof will materially adversely interfere with, or be detrimental to, the operation of the Terminal. The Company shall pay the Ancillary Services Fees listed on Exhibit A for such services. The Company may, at any time on reasonable prior notice, revoke or modify any instructions it has previously given, whether such previous instructions relate to a specific Service or Ancillary Service or are instructions relating to an ongoing Service or Ancillary Service. The Operator shall not be required to perform any requested Service or Ancillary Service if it reasonably believes such Service or Ancillary Service violates Applicable Law.
Section 3.5     Annual Fee Escalator . All fees set forth in this Agreement, including the Terminaling Service Fee and the Ancillary Services Fees, shall be adjusted on January 1 of each Contract Year, commencing on January 1, 2015, (a) by an amount equal to the increase or decrease, if any, in the Producer Price Index during the previous Contract Year and (b) by an amount equal to the increase, if any, in the individual out-of-pocket costs that increase greater than the Producer Price Index reasonably incurred by the Operator in connection with providing the Services and Ancillary Services; provided , however , that no fee shall be decreased below the initial fee for such service provided in this Agreement; provided , further , that the Operator shall use commercially reasonable efforts to mitigate any such rise in out-of-pocket costs incurred by the Operator in connection with providing the Services and Ancillary Services. In the event of an Index Change, the Company and the Operator shall negotiate in good faith to agree on a new index that gives comparable protection against inflation that the Producer Price Index gave as of the date hereof, and, for all periods following the date of such Index Change, such new index shall replace the Producer Price Index for all purposes herein. If the Company and the Operator are unable to agree, a new index will be determined by arbitration in accordance with Article 26 and, for all periods following the date of such Index Change, such new index shall replace the Producer Price Index for all purposes herein.
Section 3.6     Change in Law .
In the event that any applicable existing laws, codes, regulations, permit conditions or other authorizations are amended or new laws, codes, regulations, permit conditions or other authorizations are enacted or promulgated after the Commencement Date that require a material Capital Expenditure in the Terminal, or the acquisition of a permit from a Governmental Authority, in each case, in order to provide the Services and Ancillary Services (a “ Change in Law ”), the Operator may, by written notice to the Company, request to negotiate an adjustment (an “ Adjustment ”) in the Terminaling Service Fee or other fees and charges paid hereunder to cover the Company’s Share of the reasonable, incremental, out-of-pocket operating and maintenance costs the Operator would incur to comply with the Change in Law, including a return of capital expended and a return on such capital at a rate of return of 11% per annum, amortized over the remaining Term.
(j) If the Operator requests to negotiate an Adjustment pursuant to Section 3.6(a) : (i) the Operator shall provide the Company with complete access (subject to reasonable confidentiality

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provisions) to information and documentation regarding such proposed Adjustment, including the nature and cost of the contemplated improvements or permit, as applicable, the options for financing or otherwise amortizing such cost, the Operator's assessment that such improvements are the most feasible means of complying with the Change in Law and the manner in which the Company's Share of such costs are determined; and (ii) the Parties shall be obligated to negotiate in good faith to agree to an Adjustment as described in Section 3.6(a) .
(k) If, despite good faith negotiations, the Parties are unable to agree to an Adjustment pursuant to Section 3.6(a) in sufficient time for the Operator to take such action as shall be necessary to comply with the Change in Law, then the amount of such fee increases will be determined by arbitration in accordance with Article 26 , and such fee increases will be effective as of the effective time of such Change in Law; provided , however , that in the event the fees paid hereunder increase in the aggregate as a result of Changes in Law by more than 200%, then the Company may terminate this Agreement.
Section 3.7     Shortfall Payments . If, during any Contract Quarter of a calendar year, the Company throughputs aggregate volumes less than the Minimum Throughput Commitment, as adjusted pursuant to Section 6.2 , for such Contract Quarter (a “ Shortfall ”), then (in addition to Terminaling Service Fee) the Company shall, subject to the next sentence, pay the Operator an amount (a “ Shortfall Payment ”) equal to the Terminaling Service Fee multiplied by the difference between (a) the Minimum Throughput Commitment and (b) the volume of Products actually delivered to the Terminal by the Company during the applicable Contract Quarter. The Company will be only obligated to pay Operator a Shortfall Payment for the Contract Quarter to the extent that (A) (i) the aggregate year-to-date Shortfall Payments in such calendar year (the “ Double Loop Aggregate Shortfall Payment ”), plus (ii) the aggregate year-to-date West Ladder Rack Shortfall Payments (as defined in the West Ladder Rack Agreement) in such calendar year (the “ West Ladder Aggregate Shortfall Payments ”, and together with the Double Loop Shortfall Payments, collectively, the “ Aggregate Shortfall Payment ”) exceeds (B) the sum of (i) the aggregate year-to-date Excess Throughput in such calendar year under this Agreement multiplied by the Excess Throughput Fee (the “ Double Loop Aggregate Excess Throughput Fees ”), plus (ii) the aggregate year-to-date Excess Throughput in such calendar year under the West Ladder Agreement multiplied by the West Ladder Excess Throughput Fee (the “ West Ladder Aggregate Excess Throughput Fees ”, and together with the Double Loop Aggregate Excess Throughput Fees, collectively, the “ Aggregate Excess Throughput Fees ”). By way of example (and assuming for the sake of simplicity Contract Quarters of 90 days), if in the first Contract Quarter of 2018 (x) a Shortfall Payment is due under this Agreement in the amount of $154,800 ($1.72 multiplied by 1,000 barrels per day multiplied by 90 days) and (y) during such quarter the Company has paid under the West Ladder Agreement Aggregate Excess Throughput Fees of $225,000 ($0.25 multiplied by 10,000 barrels per day multiplied by 90 days), the Company shall not be obligated to make a Shortfall Payment under this Agreement (with a credit of $70,200 carrying forward to be applied in the event of a Shortfall payment becoming due in the subsequent Contract Quarters). If, in the second Contract Quarter of 2018, (x) the Double Loop Aggregate Shortfall Payment is $309,600 ($1.72 multiplied by 1,000 barrels per day multiplied by 180 days) and (y) during such quarter the Company has still only paid Aggregate Excess Throughput Fees of $225,000 and no Shortfall Payment is due under the West Ladder Agreement for the second Contract Quarter of 2018, a Shortfall Payment of $84,600 shall

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be due under this Agreement. If, in the third Contract Quarter of 2018, (x) no Shortfall Payment is due under this Agreement and the Company has paid Double Loop Aggregate Excess Throughput Fees of $225,000 for the third Contract Quarter, and (y) a Shortfall Payment is due under the West Ladder Agreement for the third Contract Quarter of 2018 of $139,320 ($1.72 multiplied by 900 barrels per day multiplied by 90 days), no Shortfall Payment would be due under this Agreement or the West Ladder Agreement as the Aggregate Excess Throughput Fees ($450,000) would be in excess of the Aggregate Shortfall Payment ($448,920) and a credit of $1,080 would carryover. If, in the fourth Contract Quarter of 2018, a Shortfall Payment is not due under this Agreement or the West Ladder Agreement, the $1,080 credit would be applied, without duplication, to the fees payable for the Minimum Throughput Commitment in the fourth Contract Quarter under this Agreement or the West Ladder Agreement . The Parties acknowledge and agree that there shall be no carry-over of deficiency volumes with respect to the Minimum Throughput Commitment and the satisfaction of the Shortfall Payment as described above shall relieve the Company of any obligation to meet such Minimum Throughput Commitment for the relevant Contract Quarter(s).
Section 3.8     Invoices . The Operator shall invoice the Company monthly (or, in the case of any Shortfall Payments, quarterly) for all fees and payments under this Agreement. The Company will make payments to the Operator on a monthly (or, in the case of any Shortfall Payments, quarterly) basis during the Term with respect to amounts due to the Operator under this Agreement in the prior month (or, in the case of any Shortfall Payments, Contract Quarter) ten (10) days after its receipt of such invoice. Any past due payments owed to the Operator hereunder shall accrue interest, payable on demand, at the Prime Rate plus 400 basis points from the due date of the payment through the actual date of payment. Payment of any fee or Shortfall Payment pursuant to this Section 3.8 shall be made by wire transfer of immediately available funds to an account designated in writing by the Operator. If any such fee shall be due and payable on a day that is not a Business Day, such payment shall be due and payable on the next succeeding Business Day.
Section 3.9     Operating Hours . The Operator agrees to keep the Terminal open for receipt and redelivery of the Company's and the Company Designee's Products twenty-four (24) hours a day, seven (7) days a week.
Section 3.10      Regulatory Costs; Reimbursement .
(a) Taxes. The Company shall reimburse the Operator for all taxes that the Operator incurs in connection with this Agreement unless prohibited by Applicable Law.
(b) Capital Expenditures. The Company may request that the Operator make certain Capital Expenditures at the Terminal and the Operator shall make such Capital Expenditures; provided , however , that the Operator shall not be required to make any such Capital Expenditure if such Capital Expenditure would materially adversely affect the operation of the Terminal, as determined in the reasonable discretion of the Operator. The Company shall reimburse the Operator for the Company ' s Share of any such Capital Expenditure. For the avoidance of doubt, except as provided in the Omnibus Agreement or the Operation and Management Services and Secondment Agreement, any maintenance required for the Operator to continue to provide the services specified hereunder shall be paid for by the Operator.

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(c) Payment Terms. All of the foregoing reimbursements shall be made in accordance with the payment terms set forth in Section 3.8 herein.
Section 3.11     Third-Party Arrangements . The Operator may throughput volumes for third parties; provided , however , that such arrangements do not prevent the Operator from fulfilling its obligations to the Company hereunder, including the obligation to make the Minimum Throughput Capacity available to the Company during the Term. Nothing herein shall be deemed to provide the Company with exclusive rights to services at the Terminal.
Article 4    Custody, Title and Risk of Loss.
Section 4.1     Title . Subject to Section 22.2 , the Company or the Company Designee shall at all times during the Term retain title to the Products handled or throughput by the Company or the Company Designee at the Terminal, and such Products shall remain the Company's or the Company Designee's exclusive property. The Company hereby represents that, at all times during the Term, the Company or the Company Designee holds exclusive title to the Products throughput or handled by the Company at the Terminal; provided , however , that each of the Company and the Company Designee may at any time permit liens on the Company's or the Company Designee's Products at the Terminal.
Section 4.2     Compliance with Laws . During the time any Products are held or throughput at the Terminal, the Operator, in its capacity as operator of the Terminal shall be solely responsible for compliance with (and the Operator shall comply with) all Applicable Laws pertaining to the possession, handling, use and processing of such Products at the Terminal.
Section 4.3     Volumetric Losses and Gains . Subject to the other provisions in this Agreement, title and risk of loss to all of the Products handled or throughput by the Company or the Company Designee at the Terminal shall remain at all times with the Company or the Company Designee, as applicable. Unless the Operator experiences a spill or other release of Product while Product is in the Operator's custody, all volumetric losses and gains in Product shall be for the Company's or the Company Designee's account, as applicable.
Section 4.4     Custody . During the Term, the Operator shall hold all Products at the Terminal solely as bailee, and agrees that when any such Products are redelivered to the Company or the Company Designee, the Company or the Company Designee shall have good title thereto (to the extent the Company had good title prior to delivery at the Terminal) free and clear of any liens, security interests, encumbrances and claims of any kind whatsoever created or caused to be created by the Operator, other than Permitted Liens; provided , however , that notwithstanding anything herein to the contrary the Operator hereby waives, relinquishes and releases any and all liens, including, any and all warehouseman's liens, custodian's liens, rights of retention or similar rights under all applicable laws, which the Operator would or might otherwise have under or with respect to any Products handled hereunder. During the Term, none of the Operator or any of its Affiliates shall (and the Operator shall not permit any of its Affiliates or any other Person to) use any such Products for any purpose. Solely in its capacity as bailee, the Operator shall have custody of Product throughput under this Agreement from the time the locomotive crew transporting such Product to the Terminal has disembarked from, and the Operator's crew has embarked onto, the locomotive

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used to transfer railcars to the Terminal until such time that the Products pass the outlet flange of the Terminal.
Article 5      Specification and Contamination.
Section 5.1      Delivery Specifications .
(a) The Company shall not (and shall cause the Company Designee to not) deliver to the Terminal any Off-Specification Product; provided , however , that in the event Off-Specification Product is delivered by the Company or the Company Designee to the Terminal, and the Company or the Company Designee fails to instruct the Operator to return such Off-Specification Product to the Company or the Company Designee, as applicable, the Operator shall provide the Services to the Company or the Company Designee, as applicable, and the Company will receive on its or the Company Designee ' s behalf, such Off-Specification Product at its own expense; provided , further , that in the event Off-Specification Product is delivered by the Company or the Company Designee to the Terminal and the Company or the Company Designee instructs the Operator to return such Off-Specification Product to the Company or the Company Designee, as applicable, the Operator shall return such Off-Specification Product to the Company (on its or the Company Designee ' s behalf) at the Company ' s own expense. In the event Off-Specification Product is delivered by the Company or the Company Designee, and in the reasonable opinion of the Operator, the Services are unable to be provided as a result of the Off-Specification Product (whether due to a failure to comply with law, safety considerations or otherwise), the Operator shall notify the Company and the Company shall be responsible for taking possession of such Off-Specification Product without the Services being provided.
(b) The Company shall not (and shall cause the Company Designee to not) deliver to the Terminal any Product on any railcar if such railcar is broken, in disrepair, or otherwise cannot be unloaded consistent with Prudent Industry Practice; provided , however , that in the event Product is delivered by the Company or the Company Designee on a railcar that is broken or in disrepair but not to an extent which precludes the Operator from providing the Services, the Operator shall provide the Services and shall notify the Company, and the Company or the Company Designee, as applicable, shall make any necessary repairs to the railcar; provided , further , that the Company shall be responsible for removing any railcar from the Terminal if, in the reasonable opinion of the Operator, the Services cannot be provided due to the railcar's status as broken or in disrepair.
Section 5.2     Offloading Specifications . If all Product meets the relevant specifications set forth in Exhibit B when it enters the Terminal, it is the responsibility of the Operator to ensure that all Products leaving the Terminal shall meet the same relevant specifications, and shall not leave the Terminal with different specifications.
Section 5.3     Contamination . The Operator shall use at least Prudent Industry Practice to ensure that no Products shall be contaminated with scale or other materials, chemicals, water or any other impurities.
Article 6    Condition and Maintenance of the Terminal.

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Section 6.1     Interruption of Service . The Operator shall use commercially reasonable efforts to (i) minimize the interruption of service at the Terminal, (ii) minimize the impact of any such interruption on the Company and the Company Designee and (iii) notwithstanding any such interruption of service, make the Terminal available to the Minimum Throughput Capacity. The Operator shall inform the Company at least sixty (60) days in advance (or promptly, in the case of an unplanned interruption) of any anticipated partial or complete interruption of service at the Terminal, including relevant information about the nature, extent, cause and expected duration of the interruption and the actions the Operator is taking to resume full operations; provided , however , that the Operator shall not have any liability for any failure to notify, or delay in notifying, the Company of any such matters except to the extent the Company has been materially damaged by such failure or delay.
Section 6.2     Maintenance and Repair Standards .
(c) Subject to Article 13 , during the Term the Operator shall maintain the Terminal with sufficient aggregate capacity to throughput a volume of the Company's Products at least equal to the Minimum Throughput Capacity; provided , however , that the Operator's obligations may be temporarily suspended during the occurrence of, and for the entire duration of, routine repair and maintenance consistent with Prudent Industry Practice that prevents the Operator from providing the Minimum Throughput Capacity (“ Terminal Maintenance ”) so long as the Operator has complied with its obligations set forth in Section 6.1 . In the event the Terminal Maintenance is not as a result of Force Majeure, the Parties shall reasonably cooperate with each other so as to (i) ensure that such Terminal Maintenance does not unnecessarily interfere with any of the Company's or the Company Designee's purchase or sale commitments, (ii) ensure that such Terminal Maintenance otherwise accommodates, to the extent reasonably practicable, other commercial or market considerations that the Company deems relevant and (iii) reasonably minimize the effect of such Terminal Maintenance on the Services and the Ancillary Services.
(d) To the extent the Company is prevented for seven (7) or more days in any Contract Quarter from throughputting volumes at the Terminal equal to at least the Minimum Throughput Commitment for reasons caused by the Operator (or any of its employees, agents or contractors) other than Force Majeure and other than causes due to actions of the Company or the Company Designee (and any of their respective contractors, employees or representatives excluding the Operator and its employees, agents and representatives), then the Minimum Throughput Commitment shall be proportionately reduced to the extent of the difference between the Minimum Throughput Capacity and the amount that the Operator can effectively throughput at the Terminal (prorated for the portion of the Contract Quarter during which the Minimum Throughput Capacity was unavailable) regardless of whether actual throughput amounts prior to the reduction were below the Minimum Throughput Commitment. At such time as the Operator is capable of throughputting volumes equal to at least the Minimum Throughput Commitment at the Terminal, the Company's obligation to throughput the full Minimum Throughput Commitment shall be restored as of such time. To the extent the Company is prevented for seven (7) or more days in any Contract Quarter from throughputting volumes at the Terminal equal to at least the Minimum Throughput Commitment, other than due to a Force Majeure event, and the throughput at the Terminal falls below the Minimum Throughput Capacity as described above in this paragraph (b), the Operator

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shall make all commercially reasonable repairs at the Terminal to restore the capacity of the Terminal to that required for throughput of the Minimum Throughput Capacity (“ Restoration ”). All of such Restoration shall be at the Operator's cost and expense, unless any damage creating the need for such repairs was caused by the negligence or willful misconduct of the Company, the Company Designee or their respective contractors, employees, agents (excluding for the avoidance of doubt, the Operator and its contractors, employees and agents) or customers, in which case such Restoration shall be at the Company's cost and expense to the extent caused by the negligence or willful misconduct of the Company, the Company Designee or their respective employees, agents or customers.
Article 7    Inspection, Access and Audit Rights.
Section 7.1     Inspection . At any reasonable times during normal business hours and upon reasonable prior notice, the Company, the Company Designee and their respective representatives (including one or more Supplier Inspectors, collectively, the “ Company Inspectors ”) shall have the right to enter and exit the Operator's premises in order to have access to the Terminal, to observe the operations of the Terminal and to conduct such inspections as the Company or the Company Designee may wish to have performed in connection with this Agreement, including to enforce its rights and interests under this Agreement; provided , however , that (a) each of the Company Inspectors shall follow routes and paths to be reasonably designated by the Operator or security personnel retained by the Operator, (b) each of the Company Inspectors shall observe all security, fire and safety regulations while in, around or about the Terminal, (c) when accessing the facilities of the Operator, the Company Inspectors shall at all times comply with Applicable Law and such safety directives and guidelines as may be furnished to the Company or the Company Designee by the Operator by any means (including in writing, orally, electronically or through the posting of signs) from time to time, and (d) the Company or the Company Designee shall be liable for any personal injury to its representatives or any damage caused by such Company Inspectors in connection with such access to the Terminal. Without limiting the generality of the foregoing, the Operator shall regularly grant the Company Inspectors such access from the last day of each month until the third (3 rd ) Business Day of the ensuing month. Notwithstanding any of the foregoing, if an Event of Default with respect to the Operator has occurred and is continuing, the Company Inspectors shall have unlimited and unrestricted access to the Terminal, for so long as such Event of Default continues.
Section 7.2     Access . The Company, the Company Designee and their respective representatives, upon reasonable notice and during normal working hours, shall have access to the accounting records and other documents maintained by the Operator, or any of its contractors and agents, which relate to this Agreement, and shall have the right to audit such records at any reasonable time or times during the Term and for a period of up to two (2) years after termination of this Agreement. The Company or the Company Designee shall have the right to conduct such audit no more than once per calendar quarter and each audit shall be limited in time to no more than the present and prior two (2) calendar years. Claims as to defects in quality shall be made by written notice within ninety (90) days after the delivery in question or shall be deemed to have been waived. The right to inspect or audit such records shall survive termination of this Agreement for a period of two (2) years following the end of the Term. The Operator shall preserve, and shall cause all contractors or agents

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to preserve, all of the aforesaid documents for a period of at least two (2) years from the end of the Term. Additionally, the Operator shall make available a copy of any meter calibration report, to be available for inspection upon reasonable request by the Company or the Company Designee at the Terminal following any calibration. Notwithstanding any of the foregoing, if an Event of Default with respect to the Operator has occurred and is continuing, the Company Inspectors shall have unlimited and unrestricted access to the accounting records and other documents maintained by the Operator with respect to the Terminal, for so long as such Event of Default continues.
Article 8     Scheduling.
The Operator shall provide the Company and the Company Designee non-discriminatory, priority access rights at the Terminal to throughput the Company's and the Company Designee's Products up to the Minimum Throughput Capacity. All deliveries, receipts, handling and throughput of Product hereunder shall be made in strict accordance with the Operator's current reasonable operating, scheduling and nomination procedures for the Terminal, which (a) the Operator shall provide to the Company on the date hereof, (b) the Operator shall not materially modify without the prior written consent of the Company, not to be unreasonably withheld, modified or delayed; provided , however , that the Operator may make any modifications it reasonably deems necessary to comply with or observe any Applicable Law or for health, safety, environmental, security or other similar concerns consistent with Prudent Industry Practice, and (c) shall allow the throughput of the grades and qualities of Product specified in Exhibit B .
Article 9     [Intentionally Omitted]
Article 10     Additional Covenants.
Section 10.1     Required Permits . During the Term, unless the Company has agreed to maintain such for the benefit of the Operator, the Operator shall, at its sole cost and expense (directly or through one of its or the Company's Affiliates), obtain, apply for, maintain, monitor, renew, and modify, as appropriate, any license, authorization, certification, filing, recording, permit, waiver, exception, variance, franchise, order or other approval with or of any Governmental Authority pertaining or relating to the operation of the Terminal (the “ Required Permits ”) as currently operated; provided , however , that if any Required Permits require the signature of, or any action by, the Company or the Company Designee, the Company shall reasonably cooperate with the Operator (at the Operator's expense) so that the Operator may obtain and maintain such Required Permits. The Operator shall not do anything in connection with the performance of its obligations under this Agreement that causes a termination or suspension of the Required Permits.
Section 10.2     Additional Operator Covenants . The Operator hereby:
(a) (i) confirms that it will post at the Terminal such reasonable placards as the Company or the Company Designee, as applicable, requests stating that the Company or the Company Designee is the owner of specific Products held at the Terminal; (ii) agrees that it will take all actions necessary to maintain such placards in place for the Term; and (iii) agrees to furnish documents reasonably acceptable to the Company, the Company Designee and their respective lenders and

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intermediators and to cooperate with the Company in ensuring and demonstrating that Product titled in the Company's or the Company Designee's name shall not be subject to any lien on the Terminal;
(b) acknowledges and agrees that the Company or the Company Designee may file a UCC-1 or other financing statement with respect to the Products handled or throughput at the Terminal, and the Operator shall cooperate with the Company in executing such financing statements as the Company or the Company Designee deems necessary or appropriate;
(c) agrees that, subject to Section 4.3 , no loss allowances shall be applied to the Products handled or throughput at the Terminal;
(d) agrees to maintain all necessary leases, easements, licenses and rights-of-way necessary for the operation and maintenance of the Terminal; and
(e) agrees that, in the event of any Product spill, leak or discharge or any other environmental pollution caused by or in connection with the use of the Terminal, the Operator shall promptly commence containment or clean-up operations as required by any Governmental Authorities or Applicable Law or as the Operator deems appropriate or necessary and shall notify or arrange to notify the Company or the Company Designee immediately of any such spill, leak or discharge and of any such operations.
The Company and the Company Designee shall take all reasonable steps to cooperate with the Operator in connection with the Operator's performance of each of the covenants in this Section 10.2 , in each case, at the Operator's sole expense.
Section 10.3     Additional Company Covenants . The Company hereby agrees:
(a) to replace or repair, at its own expense, any part of the Terminal that is destroyed or damaged through any negligence or willful misconduct of the Company, the Company Designee (acting in such capacity), or any of their agents or employees (acting in such capacity), or any Company Inspector; and
(b) to not make any alteration, additions or improvements to the Terminal or remove any part thereof, without the prior written consent of the Operator, such consent to be at the Operator’s sole discretion.
Section 10.4     Existing Obligations . The execution of this Agreement by the Parties does not reduce any existing obligations of such Parties and does not confer any additional obligation or responsibility on the Company in connection with: (a) any existing or future environmental condition at the Terminal, including, the presence of a regulated or hazardous substance on or in environmental media at the Terminal (including the presence in surface water, groundwater, soils or subsurface strata, or air), including the subsequent migration of any such substance; (b) any Environmental Law; (c) the Required Permits; or (d) any requirements arising under or relating to any Applicable Law pertaining or relating to the ownership and operation of the Terminal.

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Section 10.5     Records .
(a) Each Party shall (i) maintain the records required to be maintained by Applicable Law and shall make such records available to the other Party upon reasonable request and (ii) immediately notify the other Party of any violation or alleged violation of any Applicable Law relating to any Products throughput and handled under this Agreement and, upon request, shall provide to the other Party all evidence of environmental inspections or audits by any Governmental Authority with respect to such Products.
(b) All records or documents provided by any Party to any other Party shall, to the reasonable knowledge of the providing Party, accurately and completely reflect the facts about the activities and transactions to which they relate. Notwithstanding anything herein to the contrary, no Party shall be required to provide to the other Party any document that is determined by the disclosing Party's legal counsel to be protected by an attorney-client privilege or attorney work product doctrine. Each Party shall promptly notify the other Party if at any time such Party has reason to believe that any records or documents previously provided to the other Party are no longer accurate or complete.
Article 11    Representations.
Section 11.1     Representations of the Operator . The Operator represents and warrants to the Company that (a) this Agreement, the rights obtained and the duties and obligations assumed by the Operator hereunder, and the execution and performance of this Agreement by the Operator, do not directly or indirectly violate any Applicable Law with respect to the Operator or any of its properties or assets, the terms and provisions of the Operator's organizational documents or any agreement or instrument to which the Operator or any of its properties or assets are bound or subject; (b) the execution and delivery of this Agreement by the Operator has been authorized by all necessary action; (c) the Operator has the full and complete authority and power to enter into this Agreement and to provide the services hereunder; (d) no further action on behalf of the Operator, or consents of any other party, are necessary for the provision of services hereunder; and (e) upon execution and delivery by the Operator, this Agreement shall be a valid and binding agreement of the Operator enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors ' rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law).
Section 11.2     Representations of the Company . The Company represents and warrants to the Operator that (a) this Agreement, the rights obtained and the duties and obligations assumed by the Company hereunder, and the execution and performance of this Agreement by the Company, do not directly or indirectly violate any Applicable Law with respect to the Company or any of its property or assets, the terms and provisions of the Company's organizational documents or any agreement or instrument to which the Company or any of its property or assets are bound or subject; (b) the execution and delivery of this Agreement by the Company has been authorized by all necessary action; (c) the Company has the full and complete authority and power to enter into this Agreement; and (d) upon execution and delivery by the Company, this Agreement shall be a valid and binding agreement of the Company enforceable in accordance with its terms (subject to

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applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law).
Article 12    Insurance.
The Operator, directly or through one of its or the Company's Affiliates, shall procure and maintain in full force and effect throughout the Term insurance in sufficient amounts and coverage to be in accordance with Prudent Industry Practice. Such policies shall be endorsed to name the Company and any Company Designee as a loss payee with respect to any of the Company's or the Company Designee's Products in the care, custody or control of the Operator.
Article 13      Force Majeure, Damage or Destruction.
Section 13.1     Force Majeure . In the event that a Party (the “ Force Majeure Party ”) is rendered unable, wholly or in part, by a Force Majeure event to perform its obligations under this Agreement, then such Party shall within a reasonable time after the occurrence of such event of Force Majeure deliver to the other Party written notice (a “ Force Majeure Notice ”) including full particulars of the Force Majeure event, and the obligations of the Parties, to the extent they are affected by the Force Majeure event, shall be suspended for the duration of any inability so caused; provided , however , that (a) prior to the second (2 nd ) anniversary of the Commencement Date, the Company shall be required to continue to make payments (i) for the Terminaling Service Fees for volumes actually throughput under this Agreement, (ii) for the Ancillary Services Fees, if any, for Ancillary Services performed, and (iii) for any Shortfall Payments unless, in the case of (iii), the Force Majeure event is an event that adversely affects the Operator’s ability to perform the Services (including making the Minimum Throughput Capacity available to the Company), in which case Shortfall Payments shall not be paid to the extent of the Force Majeure event’s effect on the Operator’s ability to perform the Services and the Terminaling Service Fees shall only be paid as provided under (a)(i) above, and (b) from and after the second (2 nd ) anniversary of the Commencement Date, the Company shall be required to continue to make payments (x) for the Terminaling Service Fees for volumes actually throughput under this Agreement and (y) for the Ancillary Services Fees, if any, for the Ancillary Services actually performed under this Agreement. The Force Majeure Party shall identify in such Force Majeure Notice the approximate length of time that it believes in good faith such Force Majeure event shall continue (the “ Force Majeure Period ”). The Company shall be required to pay any amounts accrued and due under this Agreement at the time of the start of the Force Majeure event. The cause of the Force Majeure event shall so far as possible be remedied with all reasonable efforts, except that no Party shall be compelled to resolve any strikes, lockouts or other industrial or labor disputes other than as it shall determine to be in its best interests. Prior to the second (2 nd ) anniversary of the Commencement Date, any suspension of the obligations of the Parties under this Section 13.1 as a result of a Force Majeure event that adversely affects the Operator’s ability to perform the services it is required to perform under this Agreement shall extend the Term for the same period of time as such Force Majeure event continues (up to a maximum of one year) unless this Agreement is terminated under Section 13.2 .
Section 13.2     Termination due to Force Majeure . If the Force Majeure Party advises in any Force Majeure Notice that it reasonably believes in good faith that the Force Majeure Period shall

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continue for more than twelve (12) consecutive months beyond the second (2 nd ) anniversary of the Commencement Date, then at any time after the delivery of such Force Majeure Notice, either Party may deliver to the other Party a notice of termination (a “ Termination Notice ”), which Termination Notice shall become effective not earlier than twelve (12) months after the later to occur of (a) delivery of the Termination Notice and (b) the second (2 nd ) anniversary of the Commencement Date; provided , however , that such Termination Notice shall be deemed cancelled and of no effect if the Force Majeure Period ends before the Termination Notice becomes effective, and, upon the cancellation of any Termination Notice, the Parties’ respective obligations hereunder shall resume as soon as reasonably practicable thereafter, and the Term shall be extended by the same period of time as is required for the Parties to resume such obligations. After the second (2 nd ) anniversary of the Commencement Date and following delivery of a Termination Notice, the Operator may terminate this Agreement, to the extent affected by the Force Majeure event, upon sixty (60) days prior written notice to the Company in order to enter into an agreement to provide any third party the services provided to the Company under this Agreement; provided , however , that the Operator shall not have the right to terminate this Agreement for so long as the Company continues to make Shortfall Payments.
Article 14    Suspension of Refinery Operations.
Section 14.1     Suspension of Refinery Operations . From and after the second (2 nd ) anniversary of the Commencement Date, in the event that the Company decides to permanently or indefinitely suspend all or substantially all crude oil refining operations at the Refinery for a period that shall continue for at least twelve (12) consecutive months, the Company may provide written notice to the Operator of the Company's intent to terminate this Agreement (the “ Suspension Notice ”). Such Suspension Notice shall be sent at any time (but not prior to the second (2 nd ) anniversary of the Commencement Date) after the Company has notified the Operator of such suspension and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month period described in the immediately preceding sentence) following the date such notice is sent (the “ Notice Period ”), this Agreement shall terminate. If the Company notifies the Operator more than two (2) months prior to the expiration of the Notice Period of its intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. During the Notice Period, the Company shall remain liable for Shortfall Payments and all payments per Section 3.6 and Section 3.10 with respect of Capital Expenditures hereunder. Subject to Section 14.1 and after the fifth (5 th ) anniversary of the Commencement Date, during the Notice Period, the Operator may terminate this Agreement upon sixty (60) days prior written notice to the Company in order to enter into an agreement to provide any third party the services provided to the Company under this Agreement.
Section 14.2     Notice of Suspension . If all or substantially all refining operations at the Refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), then the Company shall remain liable for Shortfall Payments under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided in Section 14.1 . The Company shall provide at least ninety (90) days’ prior written notice whenever practical of any suspension of operations at the Refinery due to a planned turnaround or scheduled

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maintenance that affects or will affect the Services or the Ancillary Services; provided , however , that the Company shall not have any liability for any failure to notify, or delay in notifying, the Operator of any such suspension except to the extent the Operator has been materially damaged by such failure or delay.
Article 15    Right of First Refusal.
Section 15.l     Grant of ROFR . The Operator hereby grants to the Company a right of first refusal on any proposed Transfer (other than a grant of a security interest to a bona fide third-party lender or a Transfer to an Affiliate of the Operator) of any ROFR Asset; provided , however , that the Parties acknowledge and agree that nothing in this Article 15 shall prevent or restrict the Transfer of partnership interests, limited liability interests, equity or ownership interests or other securities of the Operator or create a right of first refusal as a result thereof; provided , further , that the Company may, without consent or approval from the Operator, assign its rights under this Article 15 to any Affiliate of the Company.
Section 15.2     Acknowledgement regarding Consents . The Parties acknowledge that all potential Transfers of ROFR Assets pursuant to this Article 15 are subject to obtaining any and all required written consents of Governmental Authorities and other third parties and to the terms of all existing agreements in respect of the ROFR Assets, as applicable; provided , however , that the Operator represents and warrants that, to its knowledge after reasonable investigation, there are no terms in such agreements that would materially impair the rights granted to the Company pursuant to this Article 15 with respect to any ROFR Asset.
Section 15.3      Procedures for Transfer of ROFR Asset .
(a) In the event the Operator proposes to Transfer any of the ROFR Assets (other than a grant of a security interest to a bona fide third-party lender or a Transfer to an Affiliate of the Operator) pursuant to a bona fide third-party offer (an “ Acquisition Proposal ”), then the Operator shall, prior to entering into any such Acquisition Proposal, first give notice in writing to the Company (a “ Disposition Notice ”) of its intention to enter into such Acquisition Proposal. The Disposition Notice shall include any material terms, conditions and details as would be necessary for the Company to determine whether to exercise its right of first refusal with respect to the Acquisition Proposal, which terms, conditions and details shall at a minimum include: the name and address of the prospective acquirer (the “ Proposed Transferee ”), the ROFR Assets subject to the Acquisition Proposal (the “ Sale Assets ”), the purchase price offered by such Proposed Transferee (the “ Offer Price ”), reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow the Company to reasonably determine the fair market value of such non-cash consideration, the Operator ' s estimate of the fair market value of any non-cash consideration and all other material terms and conditions of the Acquisition Proposal that are then known to the Operator. To the extent the Proposed Transferee ' s offer consists of consideration other than cash (or in addition to cash), the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. In the event the Company and the Operator are able to agree on the fair market value of any non-cash consideration or if the consideration consists solely of cash, the Company will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets (the “ ROFR Response ”)

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to the Operator within sixty (60) days of its receipt of the Disposition Notice (the “ First ROFR Acceptance Deadline ”). In the event the Company and the Operator are unable to agree on the fair market value of any non-cash consideration prior to the First ROFR Acceptance Deadline, the Company shall indicate its desire to determine the fair market value of such non-cash consideration pursuant to the procedures outlined in the remainder of this Section 15.3 in a ROFR Response delivered prior to the First ROFR Acceptance Deadline. If no ROFR Response is delivered by the Company prior to the First ROFR Acceptance Deadline, then the Company shall be deemed to have waived its right of first refusal with respect to such Sale Asset. In the event (i) the Company ' s determination of the fair market value of any non-cash consideration described in the Disposition Notice is less than the fair market value of such consideration as determined by the Operator in the Disposition Notice and (ii) the Company and the Operator are unable to mutually agree upon the fair market value of such non-cash consideration within sixty (60) days after the Company notifies the Operator of its determination thereof, the Operator and the Company will engage a mutually agreed upon, nationally recognized investment banking firm that is not currently engaged in business with either of the Parties to determine the fair market value of the non-cash consideration. In the event the Parties are unable to agree upon an investment banking firm, each Party will select a nationally recognized investment banking firm, and the two investment banking firms so chosen will select a third investment banking firm to serve as the investment banking firm for purposes of this Article 15 . The investment banking firm will determine the fair market value of the non-cash consideration within thirty (30) days of its engagement and furnish the Company and the Operator its determination. The fees of the investment banking firm will be split equally between Parties. Once the investment banking firm has submitted its determination of the fair market value of the non-cash consideration, the Company will provide a ROFR Response to the Operator within thirty (30) days after the investment banking firm has submitted its determination (the “ Second ROFR Acceptance Deadline ” and together with the First ROFR Acceptance Deadline, the “ ROFR Acceptance Deadlines ”). If no ROFR Response is delivered by the Company prior to the Second ROFR Acceptance Deadline, then the Company shall be deemed to have waived its right of first refusal with respect to such Sale Asset.
(b) If the Company elects in a ROFR Response delivered prior to the First ROFR Acceptance Deadline or Second ROFR Acceptance Deadline, as applicable, to exercise its right of first refusal with respect to a Sale Asset, within sixty (60) days of the delivery of the ROFR Response, such ROFR Response shall be deemed to have been accepted by the Operator and the Operator shall thereafter enter into a purchase and sale agreement with the Company providing for the consummation of the Acquisition Proposal upon the terms set forth in the ROFR Response. Unless otherwise agreed between the Company and the Operator, the terms of the purchase and sale agreement will include the following:
(i) the Company will agree to deliver the Offer Price in cash (unless the Company and the Operator agree that such consideration will be paid, in whole or in part, in equity securities of the Company or of an Affiliate of the Company, an interest-bearing promissory note or similar instrument, or any combination thereof);
(ii) the Operator will represent that it has valid fee or leasehold title, as applicable, to the Sale Asset that is sufficient to operate the Sale Assets in accordance with their historical

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use, subject to all recorded matters and all physical conditions in existence on the closing date for the purchase of the applicable Sale Asset, plus any other such matters as the Company may approve (and if the Company desires to obtain any title insurance with respect to the Sale Asset, the full cost and expense of obtaining the same (including the cost of title examination, document duplication and policy premium) shall be borne by the Company);
(iii) the Operator will grant to the Company the right, exercisable at the Company ' s risk and expense prior to the delivery of the ROFR Response, to make such surveys, tests and inspections of the Sale Asset as the Company may deem desirable, so long as such surveys, tests or inspections are neither destructive nor invasive and do not damage the Sale Asset or interfere with the activities of the Operator;  
(iv) the Company will have the right to terminate its obligation to purchase the Sale Asset under this Article 15 if the results of any searches under Section 15.3(b)(ii) or (iii) above are, in the reasonable opinion of the Company, unsatisfactory;
(v) the closing date for the purchase of the Sale Asset shall occur no later than one hundred eighty (180) days following receipt by the Operator of the ROFR Response pursuant to Section 15.3(a) ;
(vi) the Operator and the Company shall use commercially reasonable efforts to do or cause to be done all things that may be reasonably necessary or advisable to effectuate the consummation of any transactions contemplated by this Section 15.3(b) , including causing its respective Affiliates to execute, deliver and perform all documents, notices, amendments, certificates, instruments and consents required in connection therewith;
(vii) except to the extent modified in the Acquisition Proposal, the sale of any Sale Assets shall be made on an “as is,” “where is” and “with all faults” basis, and the instruments conveying such Sale Assets shall contain appropriate disclaimers; and
(viii) neither the Operator nor the Company shall have any obligation to sell or buy the Sale Assets if any of the consents referred to in Section 15.2 has not been obtained.
(c) The Company and the Operator shall cooperate in good faith in obtaining all necessary governmental and other third-party approvals, waivers and consents required for the closing of the purchase and sale agreement described in Section 16.1(b) . Any such closing shall be delayed, to the extent required, until the third (3 rd ) Business Day following the expiration of any required waiting periods under the Hart-Scott-Rodino Act; provided , however , that such delay shall not exceed sixty (60) days following the one hundred eighty (180) days referred to in Section 15.3(b)(v) (the “ ROFR Governmental Approval Deadline ”) and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such ROFR Governmental Approval Deadline, then the Company shall be deemed to have waived its right of first refusal with respect to the Sale Assets described in the Disposition Notice and thereafter the Operator shall be free to consummate the Transfer to the Proposed Transferee, subject to Section 15.3(d)(ii) .

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(d) If the Transfer to the Proposed Transferee (i) in the case of a Transfer other than a Transfer permitted under Section 15.3(c) , is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) one hundred eighty (180) days after the applicable ROFR Acceptance Deadline and (B) three (3) Business Days after the satisfaction of all governmental approval or filing requirements, if any, or (ii) in the case of a Transfer permitted under Section 15.3(c) , is not consummated within the later of (A) sixty (60) days after the ROFR Governmental Approval Deadline and (B) three (3) Business Days after the satisfaction of all governmental approval or filing requirements, if any, then in each case the Acquisition Proposal shall be deemed to lapse, and the Operator may not Transfer any of the Sale Assets described in the Disposition Notice without complying again with the provisions of this Article 15 if and to the extent then applicable.
Article 16    Shutdown or Idling of Refinery.
Section 16.1     Shutdown or Idling of Refinery . In the event of a Permanent Refinery Shutdown, the Operator shall have the right to purchase the assets identified in Exhibit D (the “ Designated Refinery Assets ”) at their fair market value at the time of sale in accordance with this Section 16.1 .
(a) A “ Permanent Refinery Shutdown ” shall be deemed to have occurred upon the earlier of (i) the cessation of all or substantially all commercial operation of the Refinery with no current intent on the part of the Company to resume all or substantially all commercial operation thereof or (ii) a change to the Refinery ' s current SIC code (i.e., 4610) applicable to crude oil refining. The Company shall exercise commercially reasonable efforts to provide the Operator with at least sixty (60) days advance notice of a Permanent Refinery Shutdown.
(b) The Operator may at any time during the two-year period following notice of a Permanent Refinery Shutdown exercise its purchase option pursuant to this Article 16 (the “ Refinery Asset Purchase Option ”) by providing written notice (a “ Refinery Asset Option Notice ”) to the Company. Promptly upon receipt of such Refinery Asset Option Notice, the Company shall provide the Operator and its designees with access to such information regarding the Designated Refinery Assets as shall be reasonable and customary for the Operator to conduct diligence in accordance with Prudent Industry Practice on assets such as the Designated Refinery Assets. The Operator shall have a period of not less than ninety (90) days to evaluate such information.
(c) The Operator and the Company shall, for a period of thirty (30) days following completion of Operator ' s diligence in accordance with Prudent Industry Practice, negotiate in good faith to reach agreement on the terms for a purchase of the Designated Refinery Assets by the Operator; provided , however , that the Parties agree that: (i) the terms (including price) of any such purchase and sale will be on terms customary for the sale of assets of this nature and otherwise agreeable to both the Operator and the Company; (ii) the purchase price shall be paid at closing in cash; (iii) the Company shall not be obligated to make any representations as to the condition of the Designated Refinery Assets or any portion thereof; (iv) the Operator shall not be required to purchase the real property on which the Designated Refinery Assets are located (in which case the Operator shall be entitled to lease or be granted easements to all or a portion of such real property); (v) the Company shall convey all operating and maintenance records reasonably necessary for the operation of the Designated Refinery Assets; and (vi) the Company shall convey the Designated

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Refinery Assets free and clear of any charge, claim, covenant, equitable interest, equitable servitude, lien, option, pledge security interest, right of first refusal, or other restriction of any kind, including any restriction on use, transfer, receipt of income, or exercise of any other attribute of ownership; provided , however , that the Company shall receive a reasonable easement with respect to the Designated Refinery Assets in order to access such Designated Refinery Assets in connection with the Company or its Affiliates potential refining operations.
(d) If the Operator and the Company are unable to agree on the terms (including price) for a sale of the Designated Refinery Assets, the Operator and the Company shall engage a mutually agreed upon, nationally recognized investment banking firm to determine any terms (including price) as to which the Parties are unable to agree with respect to the sale of the Designated Refinery Assets. In the event the Parties are unable to agree upon an investment banking firm, each Party will select a nationally recognized investment banking firm, and the two investment banking firms so chosen will select a third investment banking firm to serve as the investment banking firm for purposes of this Section 16.1 . The investment banking firm shall: (i) base the terms of purchase and sale on those that are reasonable and customary for the sale of industrial assets such as the Designated Refinery Assets, subject to the provisions of this Section 16.1 ; (ii) determine the fair market value of the Designated Refinery Assets based on their then-current operations; and (iii) consider the age, condition, maintenance history, replacement cost, ongoing operating costs, regulatory enforcement actions or fines in effect and other factors the investment banking firm considers relevant to fair market value.
(e) All fees of the investment banking firm incurred in connection with the Refinery Asset Purchase Option will be split equally between the Operator and the Company.
(f) Once the investment banking firm resolves all terms of the sale regarding the Refinery Asset Purchase Option that the Parties are unable to agree upon, the Operator will have the right, but not the obligation, for a period of ninety (90) days from the investment banking firm ' s resolution (such period, the “ Refinery Asset Option Period ”) to purchase the Designated Refinery Assets on terms (including price) agreed to by the Parties (as supplemented by any terms determined by the investment banking firm). The Operator shall notify the Company, in writing delivered during the Refinery Asset Option Period, of its intention to purchase the Designated Refinery Assets. Failure to provide such notice within the Refinery Asset Option Period shall be deemed to constitute a decision by the Operator not to exercise its Refinery Asset Purchase Option.
(g) If the Operator notifies the Company in writing during the Refinery Asset Option Period of its intention to exercise its Refinery Asset Purchase Option, both Parties shall be obligated to enter into an agreement incorporating the terms (including price) either agreed to by the Parties or determined by the investment banking firm. If the Operator fails to execute and deliver such an agreement within sixty (60) days of expiration of the Refinery Asset Option Period, the Operator's Refinery Asset Purchase Option shall be deemed to have lapsed.
(h) Notwithstanding any other provision of this section, Operator acknowledges that certain of the Designated Refinery Assets have also been listed for the same purposes in the West Ladder Agreement. If Operator is no longer a party to both this Agreement and the West Ladder Agreement, then Operator acknowledges that Company will not be able to convey all the Designated

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Refinery Assets under both this Agreement and the West Ladder Agreement. Operator will provide notice to any assignee or successor of the West Ladder Agreement of the provisions of this Section 16 , and Operator and any such assignee agree to reasonably cooperate with one another, at no additional cost or expense to Company, to arrange mutually acceptable terms for the conveyance and use of the Designated Refinery Assets by both Operator and any such assignee.
Article 17      Event of Default: Remedies Upon Event of Default.
Section 17.1     Event of Default . Notwithstanding any other provision of this Agreement, but subject to Article 26 , the occurrence of any of the following shall constitute an “ Event of Default ”:
(a) any Party fails to make payment when due (i) under Article 3 within five (5) Business Days after a written demand therefor or (ii) under any other provision hereof within seven (7) Business Days;
(b) other than a default described in Sections 17.1(a) or 17.1(c) , if the Company or the Operator fails to perform any material obligation or covenant to the other under this Agreement, which is not cured to the reasonable satisfaction of any other Party within fifteen (15) Business Days after the date that such Party receives written notice that such obligation or covenant has not been performed;
(c) any Party breaches any representation or warranty made by such Party hereunder, or such warranty or representation proves to have been incorrect or misleading in any material respect when made; provided , however , that if such breach is curable, such breach is not cured to the reasonable satisfaction of the other Party within fifteen (15) Business Days after the date that such Party receives notice that corrective action is needed;
(d) any Party files a petition or otherwise commences or authorizes the commencement of a proceeding or case under any bankruptcy, reorganization or similar law for the protection of creditors, or have any such petition filed or proceeding commenced against it and such proceeding is not dismissed for sixty (60) days; and
(e) the Operator sells or permits the creation of, or suffers to exist any security interest, lien, encumbrance, charge or other claim of any nature (other than Permitted Liens or liens or liens that existed with respect to such Product prior to the throughput by the Company or the Company Designee hereunder) with respect to any of the Products.
Section 17.2     Termination in the Event of Default . Except as set forth in Section 17.1(d) , without limiting any other provision of this Agreement, if an Event of Default with respect to the Company or the Operator (such defaulting Party, the “ Defaulting Party ”) has occurred and is continuing, the Non-Defaulting Party shall have the right, immediately and at any time(s) thereafter, to terminate this Agreement upon written notice to the Defaulting Party.
Section 17.3     Other Remedies . Without limiting any other rights or remedies hereunder, if an Event of Default occurs and the Company is the Non-Defaulting Party, the Company may, in its discretion, (a) withhold or suspend its obligations, including any of its delivery or payment

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obligations, under this Agreement, (b) reclaim and repossess any and all of its Products held at the Terminal or elsewhere on the Operator's premises, and (c) otherwise arrange for the disposition of any of its Products in such manner as it elects.
Section 17.4     Set Off . If an Event of Default occurs, the Non-Defaulting Party may, without limitation on its rights under this Article 17 , set off amounts which the Defaulting Party owes to it against any amounts which it owes to the Defaulting Party (whether hereunder, under any other agreement or contract or otherwise and whether or not then due). Any net amount due hereunder shall be payable by the Party owing such amount within one (1) Business Day of termination.
Section 17.5     No Preclusion of Rights . The Non-Defaulting Party's rights under this Section 17.5 shall be in addition to, and not in limitation of, any other rights which the Non-Defaulting Party may have (whether by agreement, operation of law or otherwise), including any rights of recoupment, setoff, combination of accounts, as a secured party or under any other credit support. The Defaulting Party shall indemnify and hold the Non-Defaulting Party harmless from all costs and expenses, including reasonable attorney fees, incurred in the exercise of any remedies hereunder.
Article 18    Indemnification.
Section 18.1     Indemnification by Operator . The Operator shall defend, indemnify and hold harmless the Company, the Company Designee, their respective Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “ Company lndemnitees ”) from and against any Liabilities directly or indirectly arising out of (a) any breach by the Operator of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Operator made herein or in connection herewith proving to be false or misleading, (b) any failure by the Operator, its Affiliates or any of their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law, or (c) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Operator, its Affiliates or any of their respective employees, representatives, agents or contractors in the exercise of any of the rights granted hereunder or the handling or transportation of any Products hereunder, except to the extent of the Company's obligations under Section 18.2 below, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Company Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Operator's liability to the Company Indemnitees pursuant to this Section 18.1 shall be net of any insurance proceeds actually received by the Company Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Company agrees that it shall, and shall cause the other Company Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Company Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify the Operator of all potential claims against any third party for any such insurance proceeds, and (iii) keep the Operator fully informed of the efforts of the Company Indemnitees in pursuing collection of such insurance proceeds.

29



Section 18.2     Indemnification by Company . The Company shall defend, indemnify and hold harmless the Operator, its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “ Operator lndemnitees ”) from and against any Liabilities directly or indirectly arising out of (a) any breach by the Company of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative of the Company or the Company Designee (including any Supplier Inspector or Company Inspector) while on the Operator's property, (c) any failure by the Company, the Company Designee, their respective Affiliates or any of their respective employees, representatives (including any Supplier Inspector or Company Inspector), agents or contractors to comply with or observe any Applicable Law, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company, the Company Designee, their respective Affiliates or any of their respective employees, representatives (including any Supplier Inspector or Company Inspector), agents or contractors in the exercise of any of the rights granted hereunder or the refining or storage of any Products hereunder, except to the extent of the Operator ' s obligations under Section 18.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company ' s liability to the Operator Indemnitees pursuant to this Section 18.2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify the Company of all potential claims against any third party for any such insurance proceeds, and (iii) keep the Company fully informed of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceeds.
Section 18.3     EXPRESS REMEDY . THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PARTIES.
Article 19    Limitation on Damages.
Notwithstanding anything to the contrary contained herein, neither Party shall be liable or responsible to the other Party or such other Party's affiliated Persons for any consequential, punitive, special, incidental or exemplary damages, or for loss of profits or revenues (collectively referred to as “ Special Damages ”) incurred by such Party or its affiliated Persons that arise out of or relate to this Agreement, regardless of whether any such claim arises under or results from contract, tort, or strict liability; provided , however , that the foregoing limitation is not intended and shall not affect

30



Special Damages in connection with any third-party claim or imposed in favor of unaffiliated Persons that are not Parties to this Agreement; provided , further , that to the extent an indemnitor hereunder receives insurance proceeds with respect to Special Damages that would be indemnified hereunder if not for this Article 19 , such indemnitor shall be liable up to the amount of such insurance proceeds (net any deductible and premiums paid with respect thereto).
Article 20      Confidentiality.
Section 20.1     Obligations . Each Party shall use commercially reasonable efforts to retain the other Party's Confidential Information in confidence and not disclose the same to any third party (other than a Company Designee, provided the Company Designee has agreed to adhere to this Article 20 , or any Receiving Party Personnel) nor use the same, except as authorized by the disclosing Party in writing or as expressly permitted in this Section 20.1 . Each Party further agrees to take the same care with the other Party's Confidential Information as it does with its own, but in no event less than a reasonable degree of care.
Section 20.2     Required Disclosure . Notwithstanding Section 20.1 above, if the receiving Party becomes legally compelled to disclose the Confidential Information by a court, Governmental Authority or Applicable Law, including the rules and regulations of the Securities and Exchange Commission, or is required to disclose pursuant to the rules and regulations of any national securities exchange upon which the receiving Party or its parent entity is listed, any of the disclosing Party's Confidential Information, the receiving Party shall promptly advise the disclosing Party of such requirement to disclose Confidential Information as soon as the receiving Party becomes aware that such a requirement to disclose might become effective, in order that, where possible, the disclosing Party may seek a protective order or such other remedy as the disclosing Party may consider appropriate in the circumstances. The receiving Party shall disclose only that portion of the disclosing Party's Confidential Information that it is required to disclose and shall reasonably cooperate with the disclosing Party (at the disclosing Party's cost) in allowing the disclosing Party to obtain such protective order or other relief.
Section 20.3     Return and Destruction of Information . Upon written request by the disclosing Party, all of the disclosing Party's Confidential Information in whatever form shall be returned to the disclosing Party upon termination of this Agreement or destroyed with destruction certified by the receiving Party, without the receiving Party retaining copies thereof except that one copy of all such Confidential Information may be retained by a Party's legal department solely to the extent that such Party is required to keep a copy of such Confidential Information pursuant to Applicable Law, and the receiving Party shall be entitled to retain any Confidential Information in the electronic form or stored on automatic computer back-up archiving systems during the period such backup or archived materials are retained under such Party's customary procedures and policies; provided , however , that notwithstanding any termination or expiration of this Agreement, any Confidential Information retained by the receiving Party shall be maintained subject to confidentiality pursuant to the terms of this Section 20.3 , and such archived or back-up Confidential Information shall not be accessed except as required by Applicable Law for so long as such Confidential Information is retained.

31



Section 20.4     Receiving Party Personnel . The receiving Party will limit access to the Confidential Information of the disclosing Party to those of its employees, attorneys and contractors that have a need to know such information in order for the receiving Party to exercise or perform its rights and obligations under this Agreement (the “ Receiving Party Personnel ”). The Receiving Party Personnel who have access to any Confidential Information of the disclosing Party will be made aware of the confidentiality provisions of this Agreement, and will be required to abide by the terms thereof. Any third-party contractors that are given access to Confidential Information of a disclosing Party pursuant to the terms hereof shall be required to sign a written agreement pursuant to which such Receiving Party Personnel agree to be bound by the provisions of this Agreement, which written agreement will expressly state that it is enforceable against such Receiving Party Personnel by the disclosing Party.
Section 20.5     Survival . The obligation of confidentiality under this Article 20 shall survive the termination of this Agreement for a period of two (2) years.
Article 21    Choice of Law.
This Agreement shall be subject to and governed by the laws of the State of Delaware, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. Subject to Article 26 , the Parties agree to the venue and jurisdiction of the federal or state courts located in the State of Delaware for the adjudication of all disputes arising out of this Agreement.
Article 22    Assignment.
Section 22.1     Assignment by the Company . Except as set forth in this Article 22 , the Company shall not assign its rights or obligations hereunder without the Operator's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided , however , that (a) the Company may assign this Agreement without the Operator's consent in connection with a sale by the Company of its inventory of Products, or all or substantially all of the Refinery, including by merger, equity sale, asset sale or otherwise, so long as the transferee: (1) agrees to assume all of the Company's obligations under this Agreement; and (ii) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by the Company in its reasonable judgment; and (b) the Company shall be permitted to make a collateral assignment of this Agreement solely to secure financing for itself or any of its Affiliates.
Section 22.2      Company Designee .
(a) Without the Operator ' s consent, the Company shall be permitted to assign the Company ' s rights to use, hold the Products in, and transport the Products through, the Terminal pursuant to this Agreement, to the Company Designee.
(b) The Company shall act as the Company Designee ' s counterparty for all purposes of this Agreement, and the Operator shall be entitled to follow the Company ' s instructions with respect to all of the Company Designee ' s Products that are transported or handled by the Operator pursuant to this Agreement unless and until the Operator is notified by the Company Designee in writing

32



that the Company is no longer authorized to act as the Company Designee ' s counterparty, in which case the Operator shall thereafter follow the instructions of the Company Designee (or such other agent as the Company Designee may appoint) with respect to all the Company Designee ' s Products that are transported or handled by the Operator pursuant to this Agreement. The Company shall be responsible for all the Company Designee ' s payments to the Operator hereunder; provided , however , that the Operator shall accept payment in connection with this Agreement directly from any Company Designee and apply such payments against amounts owed by the Company hereunder. All volumes throughput by the Company Designee will be taken into account in the determination of whether the Company has satisfied its Minimum Throughput Commitment. During any time that this Agreement is assigned to the Company Designee, all provisions of this Agreement, as amended or adjusted by this Article 22 , shall be in full force and effect with respect to the Company Designee and the Company Designee's Products as if the Company Designee were Party hereto in place of the Company.
Section 22.3     Assignment by the Operator . The Operator shall not assign its rights or obligations under this Agreement without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided , however , that (a) subject to Article 15 hereof and Article VI of the Omnibus Agreement, the Operator may assign this Agreement without such consent in connection with a sale by the Operator of all or substantially all of the Terminal, including by merger, equity sale, asset sale or otherwise, so long as the transferee: (i) agrees to assume all of the Operator's obligations under this Agreement; (ii) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by the Operator in its reasonable judgment; and (iii) is not a competitor of the Company, as determined by the Company in good faith; and (b) the Operator shall be permitted to make a collateral assignment of this Agreement solely to secure financing for the Operator and its Affiliates.
Section 22.4     Terms of Assignment . Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio . A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
Section 22.5     Change of Control . The Parties' obligations hereunder shall not terminate in connection with a Change of Control; provided , however , that in the case of a Change of Control, the Company shall have the option to extend the Term as provided in Section 2.1 , without regard to the notice period provided in the fourth sentence of Section 2.1 .
Article 23    Notices.
All notices, requests, demands, and other communications hereunder will be in writing and will be deemed to have been duly given: (a) if by transmission by facsimile or hand delivery, when delivered; (b) if mailed via the official governmental mail system, five (5) Business Days after mailing, provided said notice is sent first class, postage pre-paid, via certified or registered mail, with a return receipt requested; (c) if mailed by an internationally recognized overnight express mail service such as Federal Express or UPS, one (1) Business Day after deposit therewith prepaid;

33



or (d) if by email, one (1) Business Day after delivery with receipt confirmed. All notices will be addressed to the Parties at the respective addresses as follows:

If to the Company:

PBF Holding Company LLC
One Sylvan Way, Second Floor
Parsippany, NJ 07054
Attn: Erik Young, Chief Financial Officer
Telecopy No: (973) 455-7500
Email: erik.young@pbfenergy.com

with a copy, which shall not constitute notice, to:
PBF Energy Company LLC
One Sylvan Way, Second Floor
Parsippany, NJ 07054
Attn: Trecia Canty, General Counsel
Telecopy No: (973) 455-7500
Email: trecia.canty@pbfenergy.com

If to the Operator:

Delaware City Terminaling Company LLC,
c/o PBF Logistics GP LLC
One Sylvan Way, Second Floor
Parsippany, NJ 07054
Attn: Jim Fedena, Senior VP, Logistics
Telecopy No: (973) 455-7500
Email: jim.fedena@pbfenergy.com

with a copy, which shall not constitute notice, to:

PBF Logistics GP LLC
One Sylvan Way, Second Floor
Parsippany, NJ 07054
Attn: Matt Lucey, Executive VP
Telecopy No: (973) 455-7500
Email: matt.lucey@pbfenergy.com

or to such other address or to such other person as either Party will have last designated by notice to the other Party.

34



Article 24      No Waiver; Cumulative Remedies.
Section 24.1     No Waivers . The failure of a Party hereunder to assert a right or enforce an obligation of the other Party shall not be deemed a waiver of such right or obligation. The waiver by any Party of a breach of any provision of, or Event of Default under, this Agreement shall not operate or be construed as a waiver of any other breach of that provision or as a waiver of any breach of another provision of, Event of Default or potential Event of Default under, this Agreement, whether of a like kind or different nature.
Section 24.2     Cumulative Remedies . Each and every right granted to the Parties under this Agreement or allowed it by law or equity, shall be cumulative and may be exercised from time to time in accordance with the terms thereof and Applicable Law.
Article 25    Nature of Transaction and, Relationship of Parties.
Section 25.1     Independent Contractor . This Agreement shall not be construed as creating a partnership, association or joint venture among the Parties. It is understood that the Operator is an independent contractor with complete charge of its employees and agents in the performance of its duties hereunder, and nothing herein shall be construed to make the Operator, or any employee or agent of the Operator, an agent or employee of the Company.
Section 25.2     No Agency . No Party shall have the right or authority to negotiate, conclude or execute any contract or legal document with any third person in the name of the other Party; to assume, create, or incur any liability of any kind, express or implied, against or in the name of any of the other Party; or to otherwise act as the representative of the other Party, unless expressly authorized in writing by the other Party.
Article 26    Arbitration Provision.
Any and all Arbitrable Disputes (except to the extent injunctive relief is sought) shall be resolved through the use of binding arbitration using, in the case of an Arbitrable Dispute involving a dispute of an amount equal to or greater than $1,000,000 or non-monetary relief, three arbitrators, and in the case of an Arbitrable Dispute involving a dispute of an amount less than $1,000,000, one arbitrator, in each case in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Article 26 and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Article 26 will control the rights and obligations of the Parties. Arbitration must be initiated within the time limits set forth in this Agreement; or if no such limits apply, then within a reasonable time or the time period allowed by the applicable statute of limitations. Arbitration may be initiated by a Party (“ Claimant ”) serving written notice on the other Party (“ Respondent ”) that Claimant elects to refer the Arbitrable Dispute to binding arbitration. Claimant's notice initiating binding arbitration must identify the arbitrator Claimant has appointed. Respondent shall respond to Claimant within thirty (30) days after receipt of Claimant's notice, identifying the arbitrator Respondent has appointed. If Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition the American

35



Arbitration Association for appointment of an arbitrator for Respondent's account. The two arbitrators so chosen shall select a third arbitrator within thirty (30) days after the second arbitrator has been appointed, and, in the of an Arbitrable Dispute involving a dispute of an amount less than $1,000,000, such third arbitrator shall act as the sole arbitrator, and the sole role of the first two arbitrators shall be to appoint such third arbitrator. Claimant will pay the compensation and expenses of the arbitrator named by or for it, and Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (a) be neutral parties who have never been officers, directors or employees of the Operator, the Company or any of their Affiliates and (b) have not less than seven (7) years' experience in the energy industry. The hearing will be conducted in the State of Delaware or the Philadelphia Metropolitan area and commence within thirty (30) days after the selection of the third arbitrator. The Company, the Operator and the arbitrators shall proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award Special Damages. Notwithstanding anything herein the contrary, the Company may not dispute any amounts with respect to an invoice delivered in accordance with Section 3.8 that the Company has not objected to within one hundred twenty (120) days of receipt thereof. No Event of Default shall occur if the subject matter underlying such potential Event of Default is the subject matter of any dispute that is pending resolution or arbitration under this Article 26 until such time that such dispute is resolved in accordance with this Article 26 .
Article 27    General.
Section 27.1     Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be valid and effective under Applicable Law, but if any provision of this Agreement or the application of any such provision to any person or circumstance will be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision hereof, and the Parties will negotiate in good faith with a view to substitute for such provision a suitable and equitable solution in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.
Section 27.2     Entire Agreement . This Agreement, the Operation and Management Services and Secondment Agreement and the Omnibus Agreement together constitute the entire agreement among the Parties pertaining to the subject matter hereof and supersede all prior agreements and understandings of the Parties in connection therewith. No promise, representation or inducement has been made by any of the Parties concerning the subject matter of this Agreement and none of the Parties shall be bound by or liable for any alleged representation, promise or inducement not so set forth.
Section 27.3     Time is of the Essence . Time is of the essence with respect to all aspects of each Party's performance of any obligations under this Agreement.

36



Section 27.4     No Third-Party Beneficiaries . It is expressly understood that the provisions of this Agreement do not impart enforceable rights in anyone who is not a Party or successor or permitted assignee of a Party; provided , however , that upon written request from the Company, this Agreement will be amended by the Parties to make any Company Designee or lender or intermediator of the Company or any Company Designee a third-party beneficiary hereof.
Section 27.5     Further Assurances . In connection with this Agreement and all transactions contemplated by this Agreement, each signatory Party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.
Section 27.6     Survival . All audit rights, payment, confidentiality and indemnification obligations and obligations under this Agreement shall survive the expiration or termination of this Agreement in accordance with their terms.
Section 27.7     Counterparts . This Agreement may be executed in one or more counterparts (including by facsimile or portable document format (pdf)) for the convenience of the Parties hereto, each of which counterparts will be deemed an original, but all of which counterparts together will constitute one and the same agreement.
[ Remainder of Page Intentionally Left Blank ]


37



IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date first set forth above.
COMPANY:

PBF HOLDING COMPANY LLC


By:     /s/ Thomas O’Connor
Name:    Thomas O’Connor
Title:    Senior Vice President, Commercial

OPERATOR:

DELAWARE CITY TERMINALING COMPANY LLC


By:     /s/ Matthew Lucey
Name:    Matthew Lucey
Title:    Executive Vice President





Signature Page To Amended and Restated Rail Terminaling Agreement



Exhibit A
Ancillary Services Fees
 
Service
Fee or Specification
 
Metering
To be agreed upon, if applicable, during the Term.
 
Laboratory tests or specific railcar sampling
To be agreed upon, if applicable, during the Te rm .
 
Specified Ancillary Unloading
Pass-through of actual costs
If any additional A ncillary S ervices are requested by the Company and are to be provided by the Operator in accordance with the Agreement, the Parties shall mutually agree upon the appropriate rates to be charged for such services.


EXHIBIT A

A-1



Exhibit B


Product

Product : Light Crude

Product Specifications :
API 30 - 45
H2S < 10 ppm in breathing zone
TVP < 11.1 psi
Pour Point < 0 degf




EXHIBIT B

B-1



Exhibit C
Nomination and Scheduling; Railcar Specifications

Nominations and Scheduling.
The Terminal is a shared-use facility and has limited capacity at any one time to take delivery of crude oil by railcars. Accordingly, the Company will use commercially reasonable efforts to deliver crude oil on a ratable basis and to coordinate with the Operator the arrival of unit trains for unloading, and the Operator will require the other users to do the same. The Company will coordinate with the Operator and keep the Operator apprised of the arrival of unit trains delivering the Company’s crude oil to the Terminal. The Company will keep the Operator apprised of volumes of crude oil that the Company nominates for transportation and delivery to the Terminal by rail.
The Company will provide the Operator, by email or facsimile, or by other means mutually agreed by the Operator and the Company from time to time, no later than the fifteenth (15 th ) day of each calendar month throughout the Term, a good faith monthly nomination (a “ Nomination ”) of (i) the volume of crude oil that the Company projects it will deliver to the Terminal by rail during the following calendar month (to be delivered to the Terminal on a ratable basis throughout the month), (ii) the dates and times when the Company projects each unit train will arrive at the Terminal during the month (which must be on a ratable basis throughout such month), and the number and type of railcars of each unit train. All nominations for delivery of crude oil to the Terminal must be accompanied by a corresponding and reasonable tank availability schedule for prompt transfer of such crude oil into storage tanks.
The Company will provide to the Operator each Wednesday throughout the Term an updated forecast for the following week with respect to the Company’s then-current Nomination.
Railcar Specifications.
The following specifications reflect the Operator’s minimum railcar requirements, which are not intended to replace original manufacturer requirements or other basic industry regulations or specifications. Railcar variations that are outside of these specifications must be approved by the Operator in advance of arrival of the unit train and, if accepted by the Operator, may require the Operator to break the unit train at additional points at the Company’s sole cost and expense.
Design Item
Parameter I Requirement
Design Car Length- over coupler pulling faces- (ftlin)
59’-4”
Minimum Car Length- over coupler pulling faces- (ftlin) For all cars having the same AlB orientation
59’-3” (this is an absolute dimension, tolerances
and coupling connection variances must be evaluated)
Maximum Car Length- over coupler pulling faces- (ftlin) For all cars having the same AlB orientation
59’-6” (this is an absolute dimension, tolerances
and coupling connection variances must be evaluated)

EXHIBIT C

C- 1



Design Item
Parameter I Requirement
Minimum Car Length- over coupler pulling faces- (ftlin) For cars having varied AlB orientations, with maximum crash box centerline to tank centerline offset of 24”
59’-4” (this is an absolute dimension, tolerances
and coupling connection variances must be evaluated)
Maximum Car Length- over coupler pulling faces- (ftlin)
For cars having varied AlB orientation, with maximum crash box centerline to tank centerline offset of 24”
59’-5 112” (this is an absolute dimension, tolerances and coupling connection variances must be evaluated
Maximum Crash Box Entry Centerline I Tank Centerline
Offset (in.)
24”
Minimum Crash Box Entry Width (in)
21”
Maximum Car Height - Top of Rail to Top of Crash Box
Handrail (ft)
17’ (17’ is limit for cars with crash box widths
7’; cars with crash box widths greater than 7’ should be evaluated for maximum allowable car height)
Bottom Connection (Cap Off I Empty Car) Height from Top of Rail (est.) (in)
16” Minimum
BOY Axis (empty car) Height from Top of Rail (in)
31” Minimum
Spring Travel - Loaded to Empty (in)
2” Maximum
BOY Size and Connection
4” Ball Valve- Salco Cam Lock Cap Required
Must utilize either Type A or Type B.
Type A.) part # TE4ITUFIA Type B.) part# TE4IUTF1A
BOY Internal Drain
No Riser Pipe, Full Drainage
Air Inlet Connection
1” Minimum Connection, use Salco Cam Lock
Cap part# K201UMPIA. Use full port valve. Do not use a l-in riser with 2-in adapter.
Required Air Inlet Capacity
Estimated at 900 cfrn (air) minimum with 1 psi
differential (a) atmospheric pressure
Pressure Safety Relief Device and Capacity
Required, Sized Per Standard Industry Methods
Pressure Safety Relief Device- Set Pressure
Set at MA WP (Maximum of 165 psig)
Vacuum Relief Valve and Capacity
Required, estimated at 230 cfrn (air) with 4 psi differential @ atmospheric pressure
Outage / Strapping Table
Car specific gage table required per car
Rail Car Orientation.
All rail cars must be orientated in the same direction.


EXHIBIT C

C- 2



Exhibit D
Designated Refinery Assets
24” diameter crude oil line from six 10” flanges from double-loop terminal pump discharge lines block valves to tank 281-TF-200 (length of pipe is 12,900 ft.)
Storage tank 281-TF-200
18” diameter outlet from tank 281-TF-200 to pumps
Pump 40-P-514 and 40-P-22A as a spare
12” diameter P-20 transfer line (formerly the 509 line) from discharge of the pumps to Pier 2 and Pier 3
Hoses at the piers from the transfer line to the barge.
Marine vapor combustion Unit for Piers 2 and 3.
Crude tanks 001-TF-200, 0026-TF-200, 005-TF-200, 006-TF-200 (alternative tanks, as mutually agreed), and associated tank mixing pumps and piping
16” diameter dedicated crude unloading header (old no. 6 fuel oil line) to crude tanks named above
16” no. 6 fuel oil line from the crude tank to the piers
Natural gas supply line to the Marine Vapor Combustion Unit


EXHIBIT D

D-1
Exhibit 10.2




















AMENDED AND RESTATED DELAWARE CITY
WEST LADDER RACK TERMINALING SERVICES
AGREEMENT



























TABLE OF CONTENTS
Article 1
Definitions and Construction
1

Article 2
Term
9

Article 3
Terminaling; Ancillary Services
9

Article 4
Custody, Title and Risk of Loss
13

Article 5
Specification and Contamination
14

Article 6
Condition and Maintenance of the Terminal
15

Article 7
Inspection, Access and Audit Rights
16

Article 8
Scheduling
17

Article 9
[Intentionally Omitted]
17

Article 10
Additional Covenants
17

Article 11
Representations
19

Article 12
Insurance
20

Article 13
Force Majeure, Damage or Destruction
20

Article 14
Suspension of Refinery Operations
21

Article 15
Right of First Refusal
22

Article 16
Shutdown or Idling of Refinery
24

Article 17
Event of Default: Remedies Upon Event of Default
26

Article 18
Indemnification
27

Article 19
Limitation on Damages
29

Article 20
Confidentiality
29

Article 21
Choice of Law
30

Article 22
Assignment
30

Article 23
Notices
32

Article 24
No Waiver; Cumulative Remedies
33

Article 25
Nature of Transaction and, Relationship of Parties
33

Article 26
Arbitration Provision
33

Article 27
General
34






i



Exhibit A
Ancillary Services Fees
 
Exhibit B
Product and Product Quality
 
Exhibit C
Nomination and Scheduling; Railcar Specifications
 
Exhibit D
Designated Refinery Assets
 
Exhibit E
Rail Spur Parcel
 


ii



AMENDED AND RESTATED DELAWARE CITY WEST LADDER RACK TERMINALING SERVICES AGREEMENT

This Amended and Restated Delaware City West Ladder Rack Terminaling Services Agreement (this Agreement ”) is made and entered into this 2 nd 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 (as successor to Delaware City Terminaling Company II LLC, the Operator ) (each referred to individually as a Party or collectively as the Parties ”).

WHEREAS, the Operator owns and operates a heavy crude oil unloading rack located in Delaware City, Delaware (as described on Exhibit D to the Contribution Agreement (as defined below), and together with existing or future modifications or additions thereto, the (“ Terminal );

WHEREAS, the Parties are entering into this Agreement to provide for the rights and obligations of the Parties with respect to the Terminal; and

WHEREAS, the Parties desire to record the terms and conditions upon which the Operator shall provide terminaling services to the Company at the Terminal on a non-exclusive basis and the Operator shall serve as operator of the Terminal and bailee of all Products in the custody of the Operator and owned or held by the Company or any of the Company Designees.

NOW, THEREFORE, in consideration of the premises and the respective promises, conditions, terms and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties do hereby agree as follows:

Article 1      Definitions and Construction.

Section 1.1 Definitions . For purposes of this Agreement, including the foregoing recitals, the following terms shall have the meanings indicated below:

Acquisition Proposal has the meaning specified in Section 15.3(a) .

Adjustment has the meaning specified in Section 3.6(a) .

Affiliate means, with respect to a specified Person, any other Person controlling, controlled by or under common control with that first Person. As used in this definition, the term “control” includes (a) with respect to any Person having voting securities or the equivalent and elected directors, managers or Persons performing similar functions, the ownership of or power to vote, directly or indirectly, voting securities or the equivalent representing 50% or more of the power to vote in the election of directors, managers or Persons performing similar functions, (b) ownership of 50% or more of the equity or equivalent interest in any Person and (c) the ability to direct the business and affairs of any Person by acting as a general partner, manager or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, the Company and its subsidiaries (other than PBF Logistics LP and its subsidiaries), on the one hand, and PBF Logistics LP and its subsidiaries (including the Operator), on the other hand, shall not be considered Affiliates of each other.

Aggregate Annual Shortfall Payments has the meaning specified in Section 3.7 .

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Aggregate Excess Throughput Fees has the meaning specified in Section 3.7 .

Agreement has the meaning specified in the preamble to this document.

Amendment Date” has the meaning specified in the preamble to this document.

Ancillary Services means the services to be provided by the Operator to the Company at the Terminal that are set forth on Exhibit A , as well as any other ancillary services requested in accordance with Section 3.4 .

Ancillary Services Fees means, for any month during the Term, the fees set forth on Exhibit A , to be paid by the Company pursuant to Section 3.4 during that month for Ancillary Services.

Applicable Law means any applicable statute, law, regulation, Environmental Law, ordinance, rule, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, agreement, requirement, or other governmental restriction or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued under any of the foregoing by, or any determination by, any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended (including all of the terms and provisions of the applicable common law of such Governmental Authority), as interpreted and enforced at the time in question.

Arbitrable Dispute means any and all disputes, controversies and other matters in question between the Operator, on the one hand, and the Company, on the other hand, arising under or in connection with this Agreement.

Barrel means forty-two (42) net U.S. gallons, measured at 60° F and 1 atmospheric pressure.

bpd means barrels per day.

Business Day means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the State of New York, State of New Jersey or the State of Delaware.

Capital Expenditure means any expenditure incurred to acquire or upgrade a fixed asset.

Change in Law has the meaning specified in Section 3.6(a) .

Change of Control means PBF Energy Company LLC or any of its majority owned direct or indirect subsidiaries ceases to control the general partner of PBF Logistics LP.

Claimant has the meaning specified in Article 26 .

Commencement Date means October 1, 2014.

Company has the meaning specified in the preamble to this Agreement.

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Company Designee means, collectively, each Person designated by the Company, including any Person acting as an intermediator of all or any portion of the Products or any third party.
Company Indemnitees has the meaning specified in Section 18.1 .

Company Inspectors has the meaning specified in Section 7.1 .

Company's Share means a number, expressed as a percentage, equal to the quotient of (a) the greater of (i) the total Barrels throughput by the Company and any Company Designee at the Terminal, in the aggregate, during the sixth-month period preceding the date of determination or (ii) the Minimum Throughput Commitment during such period, and (b) the total Barrels throughput by all Persons at the Terminal during such period.

Confidential Information means all information, documents, records and data (including this Agreement, except to the extent required to be made public in a filing with the Securities and Exchange Commission or another Governmental Authority or pursuant to the rules and regulations of any national securities exchange) that a Party furnishes or otherwise discloses to the other Party (including any such items furnished prior to the execution of this Agreement), together with all analyses, compilations, studies, memoranda, notes or other documents, records or data (in whatever form maintained, whether documentary, computer or other electronic storage or otherwise) prepared by the receiving Party which contain or otherwise reflect or are generated from such information, documents, records and data; provided , however , that the term Confidential Information does not include any information that (a) at the time of disclosure or thereafter is or becomes generally available to or known by the public (other than as a result of a disclosure by the receiving Party), (b) is developed by the receiving Party without reliance on any Confidential Information or (c) is or was available to the receiving Party on a nonconfidential basis from a source other than the disclosing Party that, insofar as is known to the receiving Party after reasonable inquiry, is not prohibited from transmitting the information to the recipient by a contractual, legal or fiduciary obligation to the disclosing Party.

Contract Quarter means a three-month period that commences on January 1, April 1, July 1 or October 1, and ends on March 31, June 30, September 30 or December 31, respectively.

Contract Year means a year that commences on January 1 and ends on the last day of December of such year, except that the initial Contract Year shall commence on the Commencement Date and the final Contract Year shall end on the last day of the Term.

Contribution Agreement means the Contribution Agreement, dated September 16, 2014, by and between PBF Energy Company LLC and PBF Logistics LP.

control (including with correlative meaning, the term controlled by ”) means, as used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

Defaulting Party has the meaning specified in Section 17.2 .

Designated Refinery Assets has the meaning specified in Section 16.1 .


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Disposition Notice has the meaning specified in Section 15.3(a) .

Double Loop Agreement means the Delaware City Terminaling Services Agreement by and between Operator and the Company dated as of May 14, 2014.

Double Loop Aggregate Excess Throughput Fees has the meaning specified in Section 3.7.

Double Loop Aggregate Shortfall Payments has the meaning specified in Section 3.7.

Environmental Law means all federal, state, and local laws, statutes, rules, regulations, orders, judgments, ordinances, codes, injunctions, decrees, Environmental Permits and other legally enforceable requirements and rules of common law now or hereafter in effect, relating to pollution or protection of human health and the environment, safety, and occupational health, including the federal Comprehensive Environmental Response, Compensation, and Liability Act, the Superfund Amendments Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Federal Water Pollution Control Act, the Toxic Substances Control Act, the Oil Pollution Act, the Clean Water Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act, OSHA, and other similar federal, state or local health and safety, and environmental conservation and protection laws, each as amended from time to time.

Environmental Permit means any permit, approval, identification number, license, registration, consent, exemption, variance or other authorization required under or issued pursuant to any applicable Environmental Law.

ET means the prevailing time in the Eastern Time zone.

“Event of Default” has the meaning specified in Section 17.1 .

Excess Throughput Fee has the meaning specified in Section 3.2 .

First ROFR Acceptance Deadline has the meaning specified in Section 15.3(a) .

Force Majeure means acts of God, strikes, lockouts or other industrial disturbances, acts of a public enemy, wars, terrorism, blockades, insurrections, riots, storms, floods, interruptions in the ability to have safe passage in navigable waterways or rail lines, washouts, other interruptions caused by acts of nature or the environment, arrests, the order of any court or Governmental Authority claiming or having jurisdiction while the same is in force and effect, civil disturbances, explosions, fires, leaks, releases, breakage, accident to machinery, vessels, storage tanks or lines of pipe or rail lines, inability to obtain or unavoidable delay in obtaining material or equipment, inability to obtain or distribute Products, feedstocks, other products or materials necessary for operation because of a failure of third-party pipelines or rail lines or any other causes whether of the kind herein enumerated or otherwise not reasonably within the control of the Party claiming suspension and which by the exercise of commercially reasonable efforts such Party is unable to prevent or overcome; provided , however , a Party's inability to perform its economic obligations hereunder shall not constitute an event of Force Majeure.


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Force Majeure Notice has the meaning specified in Section 13.1 .
Force Majeure Party has the meaning specified in Section 13.1 .
Force Majeure Period has the meaning specified in Section 13.1 .

Governmental Authority means any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing.
Hart-Scott-Rodino Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Index Change means the Producer Price Index is no longer published or the method of calculating the Producer Price Index is changed so that the Producer Price Index no longer reflects general increases in prices in the broad United States economy.

Initial Term has the meaning specified in Section 2.1 .

Liabilities means any losses, liabilities, charges, damages, deficiencies, assessments, interests, fines, penalties, costs and expenses (collectively, Costs ”) of any kind (including reasonable attorneys' fees and other fees, court costs and other disbursements), including any Costs directly or indirectly arising out of or related to any suit, proceeding, judgment, settlement, cause of action, equitable or injunctive relief, or judicial or administrative order and any Costs arising from compliance or non-compliance with Environmental Law.

Minimum Throughput Capacity means, with respect to each Contract Quarter, an aggregate amount of throughput capacity equal to 40,000 bpd of Products, multiplied by the number of calendar days in such Contract Quarter.

Minimum Throughput Commitment means, with respect to each Contract Quarter, an aggregate amount of Products received at the Terminal equal to at least 40,000 bpd of Products, multiplied by the number of calendar days in such Contract Quarter.

Nomination has the meaning specified in Exhibit C .

Non-Defaulting Party means the Party other than the Defaulting Party.

Notice Period has the meaning specified in Section 14.1 .

Off-Specification Product means Product that fails to meet the specifications set forth in Exhibit B .

Offer Price has the meaning specified in Section 15.3(a) .

Omnibus Agreement means that Omnibus Agreement, dated as of May 14, 2014, by and

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among the Company, PBF Energy Company LLC, PBF Logistics GP LLC, and PBF Logistics LP., as amended and restated as of the date hereof and as further amended or amended and restated from time to time.

Operation and Management Services and Secondment Agreement means that Operation and Management Services and Secondment Agreement dated May 14, 2014, by and among the Company, Delaware City Refining Company LLC, Toledo Refining Company LLC, PBF Logistics GP LLC, PBF Logistics LP, and the Operator as amended and restated as of the date hereof and as further amended or amended and restated from time to time.

Operator has the meaning specified in the preamble to this Agreement.

Operator Indemnitees has the meaning specified in Section 18.2 .

OSHA means Occupational Safety and Health Act of 1970, 29 U.S.C. Section 651 et seq.

Party ” or “ Parties has the meaning specified in the preamble to this Agreement.

Permitted Lien means (a) liens for real estate taxes, assessments, sewer and water charges or other governmental charges and levies not yet delinquent; (b) liens for taxes, assessments, judgments, governmental charges or levies, or claims not yet delinquent or the non-payment of which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been set aside; (c) liens of mechanics, laborers, suppliers, workers and materialmen incurred in the ordinary course of business for sums not yet due or being diligently contested in good faith; and (d) liens incurred in the ordinary course of business in connection with worker's compensation and unemployment insurance or other types of social security benefits.

Permanent Refinery Shutdown has the meaning specified in Section 16.1(a) .

Person means any individual, corporation, partnership, limited partnership, limited liability company, joint venture, trust or unincorporated organization, joint stock company or any other private entity or organization, Governmental Authority, court or any other legal entity, whether acting in an individual, fiduciary or other capacity.

Prime Rate means the rate of interest quoted in The Wall Street Journal, Bonds, Rates & Yields Section as the Prime Rate.

Producer Price Index shall have the meaning ascribed to such term by the United States Bureau of Labor Statistics.

Product means any of the products listed on Exhibit B , as from time to time amended by mutual agreement of the Parties.

Proposed Transferee has the meaning specified in Section 15.3(a) .

Prudent Industry Practice means, as of the relevant time, those methods and acts generally engaged in or applied by the refining, pipeline or terminaling industries (as applicable) in the United

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States that, in the exercise of reasonable judgment in light of the circumstances known at the time of performance, would have been expected to accomplish the desired result at a reasonable cost consistent with functionality, reliability, safety and expedition with due regard for health, safety, security and environmental considerations.      Prudent Industry Practice is not intended to be limited to the optimum practices, methods or acts to the exclusion of others, but rather is intended to include reasonably acceptable practices, methods and acts generally engaged in or applied by the refining, pipeline or terminaling industries (as applicable) in the United States.

Rail Spur Assets means the rails, ties, fasteners, and any switches, scales and related facilities now or hereafter located on the Rail Spur Parcel.

Rail Spur Parcel means the tract of land depicted on Exhibit E .

Rail Spur Use Agreement means that certain Rail Spur Use Agreement, dated March 28, 2011, between Air Liquide Industrial U.S. LP and Delaware City Refining Company LLC.

Receiving Party Personnel has the meaning specified in Section 20.4.

Refinery means the petroleum refinery located in Delaware City, Delaware owned and operated by the Company's Affiliates.

Refinery Asset Option Notice has the meaning specified in Section 16.1(b) .

Refinery Asset Option Period has the meaning specified in Section 16.1(f) .

Refinery Asset Purchase Option has the meaning specified in Section 16.1(b) .

Renewal Term has the meaning specified in Section 2.1 .

Required Permits has the meaning specified in Section 10.1 .

Respondent has the meaning specified in Article 26 .

Restoration has the meaning specified in Section 6.2(b) .

ROFR Acceptance Deadlines has the meaning specified in Section 15.3(a) .

ROFR Asset means the Terminal and each asset that comprises the Terminal and is material to the operation thereof.

ROFR Governmental Approval Deadline has the meaning specified m Section 15.3(c) .

ROFR Response has the meaning specified in Section 15.3(a) .

Sale Assets has the meaning specified in Section 15.3(a) .

Second ROFR Acceptance Deadline has the meaning specified in Section 15.3(a) .

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Services has the meaning specified in Section 3.1 .

Shortfall has the meaning specified in Section 3.7 .

Shortfall Payment has the meaning specified in Section 3.7 .

Special Damages has the meaning specified in Article 19 .

Supplier Inspector means any Person selected by the Company to perform any and all inspections required by the Company or the Company Designee in a commercially reasonable manner at the Company ' s own cost and expense that is acting on behalf of the Company or the Company Designee and that (a) is a Person who performs sampling, quality analysis and quantity determination or similar services of the Products purchased and sold under any agreement between the Company (or its Affiliates) and the Company Designee, (b) is not an Affiliate of any Party and (c) in the reasonable judgment of the Company, is qualified and reputed to perform its services in accordance with Applicable Law and Prudent Industry Practice.

Suspension Notice has the meaning specified in Section 14.1 .

Term has the meaning specified in Section 2.1.

Terminal has the meaning specified in the recitals.

Terminal Maintenance has the meaning specified in Section 6.2(a) .

Terminaling Service Fee has the meaning set forth in Section 3.1 .

Termination Notice has the meaning specified in Section 13.2 .

Transfer means to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of, whether in one or a series of transactions.

West Ladder Aggregate Excess Throughput Fees has the meaning set forth in Section 3.7 .

West Ladder Aggregate Shortfall Payments has the meaning set forth in Section 3.7 .

Section 1.2      Construction of Agreement .

(a) Unless otherwise specified, all references herein are to the Articles, Sections and Exhibits of this Agreement and all Exhibits are incorporated herein.

(b) All headings herein are intended solely for convenience of reference and shall not affect the meaning or interpretation of the provisions of this Agreement.

(c) Unless expressly provided otherwise, the word “including” as used herein does not limit the preceding words or terms and shall be read to be followed by the words “without limitation” or

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words having similar import.

(d) Unless expressly provided otherwise, all references to days, weeks, months and quarters mean calendar days, weeks, months and quarters, respectively.

(e) Unless expressly provided otherwise, references herein to “consent” mean the prior written consent of the Party at issue.

(f) A reference to any Party to this Agreement or another agreement or document includes the Party's permitted successors and assigns.

(g) Unless the contrary clearly appears from the context, for purposes of this Agreement, the singular number includes the plural number and vice versa; and each gender includes the other gender.

(h) Except where specifically stated otherwise, any reference to any Applicable Law or agreement shall be a reference to the same as amended, supplemented or reenacted from time to time.
(i) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

Section 1.3 No Presumption . The Parties acknowledge that they and their counsel have reviewed and revised this Agreement and that no presumption of contract interpretation or construction shall apply to the advantage or disadvantage of the drafter of this Agreement.

Article 2      Term.

Section 2.1 Term . The initial term of this Agreement (the “ Initial Term ”) shall commence at 12:00:01 a.m., ET, on the Commencement Date and shall continue until 11:59:59 p.m., ET, on the first December 31 following the seventh (7th) anniversary of the Commencement Date. Thereafter, subject to the last sentence of this paragraph, the Company shall have a unilateral option to extend this Agreement for two additional five (5) year periods on the same terms and conditions set forth herein (each, a “ Renewal Term ”). The Initial Term and the Renewal Terms are sometimes referred to collectively herein as the “ Term .” In order to exercise its option to extend this Agreement for a Renewal Term, the Company shall notify the Operator in writing not less than twelve (12) months prior to the expiration of the Initial Term or any Renewal Term, as applicable.

Section 2.2 Termination . The Parties may terminate this Agreement prior to the end of the Term (but are under no obligation to do so) (a) as they may mutually agree in writing, (b) pursuant to a Termination Notice in accordance with Section 13.2 , (c) pursuant to a Suspension Notice in accordance with Section 14.1, (d) pursuant to a default in accordance with Section 17.2 or (e) pursuant to Section 3.6(c) .

Article 3      Terminaling; Ancillary Services.

Section 3 . 1 Services . Subject to the terms of this Agreement, the Operator shall provide the following services (the “ Services ”) to the Company hereunder: receipt, handling, throughput, custody and delivery of the Company's (and its subsidiaries' and the Company Designee's) Product at the

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Terminal. During each Contract Quarter during the Term, the Company (on its own behalf and on behalf of its subsidiaries and the Company Designee) shall throughput or, if it does not throughput, pay for in accordance with Section 3.7 , in the aggregate, at least the Minimum Throughput Commitment at the Terminal and the Operator shall make available to the Company throughput capacity at the Terminal (and provide the Services as reasonably requested by the Company in connection therewith subject to the terms hereof), at all times sufficient to allow the Company to throughput the Minimum Throughput Commitment at the Terminal. The Operator shall cooperate with the Company or the Company Designee, and the Company shall (and shall cause the Company Designee to) cooperate with the Operator, to determine throughput of Product hereunder based on the number of railcars unloaded or any other commercially reasonable method mutually agreed to by the Parties.

Section 3.2 Terminaling Service Fee . The Company shall pay a terminaling services fee (the “ Terminaling Service Fee ”) for the volumes of Products it actually throughputs at the Terminal of (i) $1.72 per Barrel for all throughput up to the Minimum Throughput Commitment, and (ii) $0.25 per Barrel for all throughput volumes in excess of the Minimum Throughput Commitment (the “ Excess Throughput Fee ”).

Section 3.3 Excess Throughput . The Company shall have the right to throughput volumes in excess of its Minimum Throughput Commitment (“ Excess Throughput ”) , up to the then-available capacity of the Terminal, as reasonably determined by the Operator in good faith at any time (after giving effect to the physical and operational constraints of the Terminal and the capacity contractually committed to third parties). In accordance with Section 3.2 , the Company shall pay the Operator the applicable per-Barrel Terminaling Service Fee for any Excess Throughput.

Section 3.4 Ancillary Services. Upon request by the Company, the Operator shall provide Ancillary Services to the Company at the Terminal. From time-to-time, the Company may request that the Operator provide additional Ancillary Services to the Company at the Terminal upon customary terms in accordance with Prudent Industry Practice so long as such additional Ancillary Services are reasonably related to the Services or existing Ancillary Services; provided , however, that in the event any requested additional Ancillary Service requires the Operator to make Capital Expenditures, such Capital Expenditures shall be subject to Section 3.10(b) and the Operator shall not be required to provide such additional Ancillary Service until the Operator is able to do so after using reasonable efforts in compliance with Section 3.10(b) ; provided , further , the Operator shall not be required to perform any additional Ancillary Service if it reasonably believes the performance thereof will materially adversely interfere with, or be detrimental to, the operation of the Terminal. The Company shall pay the Ancillary Services Fees listed on Exhibit A for such services. The Company may, at any time on reasonable prior notice, revoke or modify any instructions it has previously given, whether such previous instructions relate to a specific Service or Ancillary Service or are instructions relating to an ongoing Service or Ancillary Service. The Operator shall not be required to perform any requested Service or Ancillary Service if it reasonably believes such Service or Ancillary Service violates Applicable Law .

Section 3.5 Annual Fee Escalator . All fees set forth in this Agreement, including the Terminaling Service Fee and the Ancillary Services Fees, shall be adjusted on January 1 of each Contract Year, commencing on January 1, 2016, (a) by an amount equal to the increase or decrease, if any, in the Producer Price Index during the previous Contract Year and (b) by an amount equal to the increase, if any, in the individual out-of-pocket costs that increase greater than the Producer Price Index reasonably incurred by the Operator in connection with providing the Services and Ancillary Services;

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provided , however , that no fee shall be decreased below the initial fee for such service provided in this Agreement; provided , further , that the Operator shall use commercially reasonable efforts to mitigate any such rise in out-of-pocket costs incurred by the Operator in connection with providing the Services and Ancillary Services. In the event of an Index Change, the Company and the Operator shall negotiate in good faith to agree on a new index that gives comparable protection against inflation that the Producer Price Index gave as of the date hereof, and, for all periods following the date of such Index Change, such new index shall replace the Producer Price Index for all purposes herein. If the Company and the Operator are unable to agree, a new index will be determined by arbitration in accordance with Article 26 and, for all periods following the date of such Index Change, such new index shall replace the Producer Price Index for all purposes herein.

Section 3.6      Change in Law.

(a) In the event that any applicable existing laws, codes, regulations, permit conditions or other authorizations are amended or new laws, codes, regulations, permit conditions or other authorizations are enacted or promulgated after the Commencement Date that require a material Capital Expenditure in the Terminal, or the acquisition of a permit from a Governmental Authority, in each case, in order to provide the Services and Ancillary Services (a “ Change in Law ”), the Operator may, by written notice to the Company, request to negotiate an adjustment (an Adjustment ”) in the Terminaling Service Fee or other fees and charges paid hereunder to cover the Company's Share of the reasonable, incremental, out-of-pocket operating and maintenance costs the Operator would incur to comply with the Change in Law, including a return of capital expended and a return on such capital at a rate of return of 11% per annum, amortized over the remaining Term.

(b) If the Operator requests to negotiate an Adjustment pursuant to Section 3.6(a) : (i) the Operator shall provide the Company with complete access (subject to reasonable confidentiality provisions) to information and documentation regarding such proposed Adjustment, including the nature and cost of the contemplated improvements or permit, as applicable, the options for financing or otherwise amortizing such cost, the Operator's assessment that such improvements are the most feasible means of complying with the Change in Law and the manner in which the Company's Share of such costs are determined; and (ii) the Parties shall be obligated to negotiate in good faith to agree to an Adjustment as described in Section 3.6(a) .

(c) If, despite good faith negotiations, the Parties are unable to agree to an Adjustment pursuant to Section 3.6(a) in sufficient time for the Operator to take such action as shall be necessary to comply with the Change in Law, then the amount of such fee increases will be determined by arbitration in accordance with Article 26 , and such fee increases will be effective as of the effective time of such Change in Law; provided , however , that in the event the fees paid hereunder increase in the aggregate as a result of Changes in Law by more than 200%, then the Company may terminate this Agreement.

Section 3.7 Shortfall Payments . If, during any Contract Quarter of a calendar year, the Company throughputs aggregate volumes less than the Minimum Throughput Commitment, as adjusted pursuant to Section 6.2 , for such Contract Quarter (a “ Shortfall ”), then (in addition to Terminaling Service Fee) the Company shall, subject to the next sentence, pay the Operator an amount (a Shortfall Payment ”) equal to the Terminaling Service Fee multiplied by the difference between (a) the Minimum Throughput Commitment and (b) the volume of Products actually delivered to the Terminal by the Company during the applicable Contract Quarter. The Company will be only obligated to pay Operator

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a Shortfall Payment for the Contract Quarter to the extent that (A) (i) the aggregate year-to-date Shortfall Payments in such calendar year (the “ West Ladder Aggregate Shortfall Payments ”), plus (ii) the aggregate year-to-date Double Loop Shortfall Payments (as defined in the Double Loop Agreement) in such calendar year (the “ Double Loop Aggregate Shortfall Payments ”, and together with the West Ladder Aggregate Shortfall Payments, collectively, the “ Aggregate Shortfall Payment ”) exceeds (B) the sum of (i) the aggregate year-to-date Excess Throughput in such calendar year under this Agreement multiplied by the Excess Throughput Fee (the “ West Ladder Aggregate Excess Throughput Fees ”), plus (ii) the aggregate year-to-date Excess Throughput in such calendar year under the Double Loop Agreement multiplied by the Double Loop Excess Throughput Fee (the “ Double Loop Aggregate Excess Throughput Fees ”, and together with the West Ladder Aggregate Excess Throughput Fees, collectively, the “ Aggregate Excess Throughput Fees ”).  By way of example (and assuming for the sake of simplicity Contract Quarters of 90 days) , if in the first Contract Quarter of 2018, (x) a Shortfall Payment is due under this Agreement in the amount of $154,800 ($1.72 multiplied by 1,000 barrels per day multiplied by 90 days) and (y) during such quarter the Company has paid under the Double Loop Agreement Aggregate Excess Throughput Fees of $225,000 ($0.25 multiplied by 10,000 barrels per day multiplied by 90 days), the Company shall not be obligated to make a Shortfall Payment under this Agreement (with a credit of $70,200 carrying forward to be applied in the event of a Shortfall Payment becoming due in subsequent Contract Quarters) . If, in the second Contract Quarter of 2018, (x) the West Ladder Aggregate Shortfall Payment is $309,600 ($1.72 multiplied by 1,000 barrels per day multiplied by 180 days) and (y) the Company has still only paid Aggregate Excess Throughput Fees of $225,000 and no Shortfall Payment is due under the Double Loop Agreement for the second Contract Quarter of 2018, a Shortfall Payment of $84,600 shall be due under this Agreement. If, in the third Contract Quarter of 2018, (x) no Shortfall Payment is due under this Agreement the Company has paid West Ladder Aggregate Excess Throughput Fees of $225,000 ($0.25 multiplied by 10,000 barrels per day multiplied by 90 days for the third Contract Quarter) , and (y) a Shortfall Payment is due under the Double Loop Agreement for the third Contract Quarter of 2018 of $139,320 ($1.72 multiplied by 900 barrels per day multiplied by 90 days), no Shortfall Payment would be due under this Agreement or the Double Loop Agreement as the Aggregate Excess Throughput Fees ($450,000) would be in excess of the Aggregate Shortfall Payment ($448,920) and a credit of $1,080 would carryover. If, in the fourth Contract Quarter of 2018, a Shortfall Payment is not due under this Agreement or the Double Loop Agreement, the $1,080 credit would be applied, without duplication, to the fees payable for the Minimum Throughput Commitment in the fourth Contract Quarter under this Agreement or the Double Loop Agreement. The Parties acknowledge and agree that there shall be no carry-over of deficiency volumes with respect to the Minimum Throughput Commitment and the satisfaction of the Shortfall Payment as described above shall relieve the Company of any obligation to meet such Minimum Throughput Commitment for the relevant Contract Quarter(s).

Section 3.8 Invoices . The Operator shall invoice the Company monthly (or, in the case of any Shortfall Payments, quarterly) for all fees and payments under this Agreement. The Company will make payments to the Operator on a monthly (or, in the case of any Shortfall Payments, quarterly) basis during the Term with respect to amounts due to the Operator under this Agreement in the prior month (or, in the case of any Shortfall Payments, Contract Quarter) ten (10) days after its receipt of such invoice. Any past due payments owed to the Operator hereunder shall accrue interest, payable on demand, at the Prime Rate plus 400 basis points from the due date of the payment through the actual date of payment. Payment of any fee or Shortfall Payment pursuant to this Section 3.8 shall be made by wire transfer of immediately available funds to an account designated in writing by the Operator. If any such fee shall be due and payable on a day that is not a Business Day, such payment shall be due and payable on the next succeeding Business Day.

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Section 3.9 Operating Hours . The Operator agrees to keep the Terminal open for receipt and redelivery of the Company's and the Company Designee's Products twenty-four (24) hours a day, seven (7) days a week.

Section 3.10      Regulatory Costs; Reimbursement .

(a) Taxes. The Company shall reimburse the Operator for all taxes that the Operator incurs in connection with this Agreement unless prohibited by Applicable Law.

(b) Capital Expenditures. The Company may request that the Operator make certain Capital Expenditures at the Terminal and the Operator shall make such Capital Expenditures; provided , however , that the Operator shall not be required to make any such Capital Expenditure if such Capital Expenditure would materially adversely affect the operation of the Terminal, as determined in the reasonable discretion of the Operator. The Company shall reimburse the Operator for the Company's Share of any such Capital Expenditure. For the avoidance of doubt, except as provided in the Omnibus Agreement or the Operation and Management Services and Secondment Agreement, any maintenance required for the Operator to continue to provide the services specified hereunder shall be paid for by the Operator.

(c) Payment Terms. All of the foregoing reimbursements shall be made in accordance with the payment terms set forth in Section 3.8 herein.

Section 3.11 Third-Party Arrangements . The Operator may throughput volumes for third parties; provided , however , that such arrangements do not prevent the Operator from fulfilling its obligations to the Company hereunder, including the obligation to make the Minimum Throughput Capacity available to the Company during the Term. Nothing herein shall be deemed to provide the Company with exclusive rights to services at the Terminal.

Article 4 Custody, Title and Risk of Loss.

Section 4.1 Title . Subject to Section 22.2 , the Company or the Company Designee shall at all times during the Term retain title to the Products handled or throughput by the Company or the Company Designee at the Terminal, and such Products shall remain the Company's or the Company Designee's exclusive property. The Company hereby represents that, at all times during the Term, the Company or the Company Designee holds exclusive title to the Products throughput or handled by the Company at the Terminal; provided , however , that each of the Company and the Company Designee may at any time permit liens on the Company's or the Company Designee's Products at the Terminal.
Section 4.2 Compliance with Laws . During the time any Products are held or throughput at the Terminal, the Operator, in its capacity as operator of the Terminal shall be solely responsible for compliance with (and the Operator shall comply with) all Applicable Laws pertaining to the possession, handling, use and processing of such Products at the Terminal.

Section 4.3 Volumetric Losses and Gains . Subject to the other provisions in this Agreement, title and risk of loss to all of the Products handled or throughput by the Company or the Company Designee at the Terminal shall remain at all times with the Company or the Company Designee, as applicable. Unless the Operator experiences a spill or other release of Product while Product is in the Operator's custody, all volumetric losses and gains in Product shall be for the Company's or the

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Company Designee's account, as applicable.

Section 4.4 Custody . During the Term, the Operator shall hold all Products at the Terminal solely as bailee, and agrees that when any such Products are redelivered to the Company or the Company Designee, the Company or the Company Designee shall have good title thereto (to the extent the Company had good title prior to delivery at the Terminal) free and clear of any liens, security interests, encumbrances and claims of any kind whatsoever created or caused to be created by the Operator, other than Permitted Liens; provided , however , that notwithstanding anything herein to the contrary the Operator hereby waives, relinquishes and releases any and all liens, including, any and all warehouseman's liens, custodian's liens, rights of retention or similar rights under all applicable laws, which the Operator would or might otherwise have under or with respect to any Products handled hereunder. During the Term, none of the Operator or any of its Affiliates shall (and the Operator shall not permit any of its Affiliates or any other Person to) use any such Products for any purpose. Solely in its capacity as bailee, the Operator shall have custody of Product throughput under this Agreement from the time the locomotive crew transporting such Product to the Terminal has disembarked from, and the Operator's crew has embarked onto, the locomotive used to transfer railcars to the Terminal until such time that the Products pass the outlet flange of the Terminal.

Article 5      Specification and Contamination.

Section 5.1      Delivery Specifications .

(a) The Company shall not (and shall cause the Company Designee to not) deliver to the Terminal any Off-Specification Product; provided , however , that in the event Off-Specification Product is delivered by the Company or the Company Designee to the Terminal, and the Company or the Company Designee fails to instruct the Operator to return such Off-Specification Product to the Company or the Company Designee, as applicable, the Operator shall provide the Services to the Company or the Company Designee, as applicable, and the Company will receive on its or the Company Designee's behalf , such Off-Specification Product at its own expense; provided , further, that in the event Off-Specification Product is delivered by the Company or the Company Designee to the Terminal and the Company or the Company Designee instructs the Operator to return such Off-Specification Product to the Company or the Company Designee, as applicable, the Operator shall return such Off-Specification Product to the Company (on its or the Company Designee's behalf) at the Company's own expense. In the event Off-Specification Product is delivered by the Company or the Company Designee, and in the reasonable opinion of the Operator, the Services are unable to be provided as a result of the Off-Specification Product (whether due to a failure to comply with law, safety considerations or otherwise), the Operator shall notify the Company and the Company shall be responsible for taking possession of such Off-Specification Product without the Services being provided.

(b) The Company shall not (and shall cause the Company Designee to not) deliver to the Terminal any Product on any railcar if such railcar is broken, in disrepair, or otherwise cannot be unloaded consistent with Prudent Industry Practice; provided , however , that in the event Product is delivered by the Company or the Company Designee on a railcar that is broken or in disrepair but not to an extent which precludes the Operator from providing the Services, the Operator shall provide the Services and shall notify the Company, and the Company or the Company Designee, as applicable, shall make any necessary repairs to the railcar; provided , further , that the Company shall be responsible for removing any railcar from the Terminal if, in the reasonable opinion of the Operator, the Services

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cannot be provided due to the railcar's status as broken or in disrepair.

Section 5.2 Offloading Specifications . If all Product meets the relevant specifications set forth in Exhibit B when it enters the Terminal, it is the responsibility of the Operator to ensure that all Products leaving the Terminal shall meet the same relevant specifications, and shall not leave the Terminal with different specifications.

Section 5.3 Contamination . The Operator shall use at least Prudent Industry Practice to ensure that no Products shall be contaminated with scale or other materials, chemicals, water or any other impurities.

Article 6 Condition and Maintenance of the Terminal.

Section 6.1 Interruption of Service . The Operator shall use commercially reasonable efforts to (i) minimize the interruption of service at the Terminal, (ii) minimize the impact of any such interruption on the Company and the Company Designee and (iii) notwithstanding any such interruption of service, make the Terminal available to the Minimum Throughput Capacity. The Operator shall inform the Company at least sixty (60) days in advance (or promptly, in the case of an unplanned interruption) of any anticipated partial or complete interruption of service at the Terminal, including relevant information about the nature, extent, cause and expected duration of the interruption and the actions the Operator is taking to resume full operations; provided, however , that the Operator shall not have any liability for any failure to notify, or delay in notifying, the Company of any such matters except to the extent the Company has been materially damaged by such failure or delay.

Section 6.2      Maintenance and Repair Standards .

(a) Subject to Article 13 , during the Term the Operator shall maintain the Terminal with sufficient aggregate capacity to throughput a volume of the Company's Products at least equal to the Minimum Throughput Capacity; provided , however , that the Operator's obligations may be temporarily suspended during the occurrence of, and for the entire duration of, routine repair and maintenance consistent with Prudent Industry Practice that prevents the Operator from providing the Minimum Throughput Capacity (“ Terminal Maintenance ”) so long as the Operator has complied with its obligations set forth in Section 6.1 . In the event the Terminal Maintenance is not as a result of Force Majeure, the Parties shall reasonably cooperate with each other so as to (i) ensure that such Terminal Maintenance does not unnecessarily interfere with any of the Company's or the Company Designee's purchase or sale commitments, (ii) ensure that such Terminal Maintenance otherwise accommodates, to the extent reasonably practicable, other commercial or market considerations that the Company deems relevant and (iii) reasonably minimize the effect of such Terminal Maintenance on the Services and the Ancillary Services.

(b) To the extent the Company is prevented for seven (7) or more days in any Contract Quarter from throughputting volumes at the Terminal equal to at least the Minimum Throughput Commitment for reasons caused by the Operator (or any of its employees, agents or contractors) other than Force Majeure and other than causes due to actions of the Company or the Company Designee (and any of their respective contractors, employees or representatives excluding the Operator and its employees, agents and representatives), then the Minimum Throughput Commitment shall be proportionately reduced to the extent of the difference between the Minimum Throughput Capacity and the amount that the Operator can effectively throughput at the Terminal (prorated for the portion

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of the Contract Quarter during which the Minimum Throughput Capacity was unavailable) regardless of whether actual throughput amounts prior to the reduction were below the Minimum Throughput Commitment. At such time as the Operator is capable of throughputting volumes equal to at least the Minimum Throughput Commitment at the Terminal, the Company's obligation to throughput the full Minimum Throughput Commitment shall be restored as of such time. To the extent the Company is prevented for seven (7) or more days in any Contract Quarter from throughputting volumes at the Terminal equal to at least the Minimum Throughput Commitment, other than due to a Force Majeure event, and the throughput at the Terminal falls below the Minimum Throughput Capacity as described above in this paragraph (b), the Operator shall make all commercially reasonable repairs at the Terminal to restore the capacity of the Terminal to that required for throughput of the Minimum Throughput Capacity (“ Restoration ”). All of such Restoration shall be at the Operator's cost and expense, unless any damage creating the need for such repairs was caused by the negligence or willful misconduct of the Company, the Company Designee or their respective contractors, employees, agents (excluding for the avoidance of doubt, the Operator and its contractors, employees and agents) or customers, in which case such Restoration shall be at the Company's cost and expense to the extent caused by the negligence or willful misconduct of the Company, the Company Designee or their respective employees, agents or customers.

Article 7 Inspection, Access and Audit Rights.

Section 7.1 Inspection . At any reasonable times during normal business hours and upon reasonable prior notice, the Company, the Company Designee and their respective representatives (including one or more Supplier Inspectors, collectively, the Company Inspectors ”) shall have the right to enter and exit the Operator's premises in order to have access to the Terminal, to observe the operations of the Terminal and to conduct such inspections as the Company or the Company Designee may wish to have performed in connection with this Agreement, including to enforce its rights and interests under this Agreement; provided , however , that (a) each of the Company Inspectors shall follow routes and paths to be reasonably designated by the Operator or security personnel retained by the Operator, (b) each of the Company Inspectors shall observe all security, fire and safety regulations while in, around or about the Terminal, (c) when accessing the facilities of the Operator, the Company Inspectors shall at all times comply with Applicable Law and such safety directives and guidelines as may be furnished to the Company or the Company Designee by the Operator by any means (including in writing, orally, electronically or through the posting of signs) from time to time, and (d) the Company or the Company Designee shall be liable for any personal injury to its representatives or any damage caused by such Company Inspectors in connection with such access to the Terminal. Without limiting the generality of the foregoing, the Operator shall regularly grant the Company Inspectors such access from the last day of each month until the third (3rd) Business Day of the ensuing month. Notwithstanding any of the foregoing, if an Event of Default with respect to the Operator has occurred and is continuing, the Company Inspectors shall have unlimited and unrestricted access to the Terminal, for so long as such Event of Default continues.

Section 7.2 Access . The Company, the Company Designee and their respective representatives, upon reasonable notice and during normal working hours, shall have access to the accounting records and other documents maintained by the Operator, or any of its contractors and agents, which relate to this Agreement, and shall have the right to audit such records at any reasonable time or times during the Term and for a period of up to two (2) years after termination of this Agreement. The Company or the Company Designee shall have the right to conduct such audit no more than once per calendar quarter and each audit shall be limited in time to no more than the present and prior two (2) calendar

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years. Claims as to defects in quality shall be made by written notice within ninety (90) days after the delivery in question or shall be deemed to have been waived. The right to inspect or audit such records shall survive termination of this Agreement for a period of two (2) years following the end of the Term. The Operator shall preserve, and shall cause all contractors or agents to preserve, all of the aforesaid documents for a period of at least two (2) years from the end of the Term. Additionally, the Operator shall make available a copy of any meter calibration report, to be available for inspection upon reasonable request by the Company or the Company Designee at the Terminal following any calibration. Notwithstanding any of the foregoing, if an Event of Default with respect to the Operator has occurred and is continuing, the Company Inspectors shall have unlimited and unrestricted access to the accounting records and other documents maintained by the Operator with respect to the Terminal, for so long as such Event of Default continues.

Article 8 Scheduling.

The Operator shall provide the Company and the Company Designee non-discriminatory, priority access rights at the Terminal to throughput the Company's and the Company Designee's Products up to the Minimum Throughput Capacity. All deliveries, receipts, handling and throughput of Product hereunder shall be made in strict accordance with the Operator's current reasonable operating, scheduling and nomination procedures for the Terminal, which (a) the Operator shall provide to the Company on the date hereof, (b) the Operator shall not materially modify without the prior written consent of the Company, not to be unreasonably withheld, modified or delayed; provided , however , that the Operator may make any modifications it reasonably deems necessary to comply with or observe any Applicable Law or for health, safety, environmental, security or other similar concerns consistent with Prudent Industry Practice, and (c) shall allow the throughput of the grades and qualities of Product specified in Exhibit B .

Article 9 [Intentionally Omitted]

Article 10 Additional Covenants.

Section 10.1 Required Permits . During the Term, unless the Company has agreed to maintain such for the benefit of the Operator, the Operator shall, at its sole cost and expense (directly or through one of its or the Company's Affiliates), obtain, apply for, maintain, monitor, renew, and modify, as appropriate, any license, authorization, certification, filing, recording, permit, waiver, exception, variance, franchise, order or other approval with or of any Governmental Authority pertaining or relating to the operation of the Terminal (the Required Permits ”) as currently operated; provided , however , that if any Required Permits require the signature of, or any action by, the Company or the Company Designee, the Company shall reasonably cooperate with the Operator (at the Operator's expense) so that the Operator may obtain and maintain such Required Permits. The Operator shall not do anything in connection with the performance of its obligations under this Agreement that causes a termination or suspension of the Required Permits.

Section 10.2      Additional Operator Covenants . The Operator hereby:

(a) (i) confirms that it will post at the Terminal such reasonable placards as the Company or the Company Designee, as applicable, requests stating that the Company or the Company Designee is the owner of specific Products held at the Terminal; (ii) agrees that it will take all actions necessary

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to maintain such placards in place for the Term; and (iii) agrees to furnish documents reasonably acceptable to the Company, the Company Designee and their respective lenders and intermediators and to cooperate with the Company in ensuring and demonstrating that Product titled in the Company's or the Company Designee's name shall not be subject to any lien on the Terminal;

(b) acknowledges and agrees that the Company or the Company Designee may file a UCC-1 or other financing statement with respect to the Products handled or throughput at the Terminal, and the Operator shall cooperate with the Company in executing such financing statements as the Company or the Company Designee deems necessary or appropriate;

(c) agrees that, subject to Section 4.3 , no loss allowances shall be applied to the Products handled or throughput at the Terminal;

(d) agrees to maintain all necessary leases, easements, licenses and rights-of-way necessary for the operation and maintenance of the Terminal; and

(e) agrees that, in the event of any Product spill, leak or discharge or any other environmental pollution caused by or in connection with the use of the Terminal, the Operator shall promptly commence containment or clean-up operations as required by any Governmental Authorities or Applicable Law or as the Operator deems appropriate or necessary and shall notify or arrange to notify the Company or the Company Designee immediately of any such spill, leak or discharge and of any such operations. The Company and the Company Designee shall take all reasonable steps to cooperate with the Operator in connection with the Operator's performance of each of the covenants in this Section 10.2 , in each case, at the Operator's sole expense.

Section 10.3      Additional Company Covenants . The Company hereby agrees:

(a) to replace or repair, at its own expense, any part of the Terminal that is destroyed or damaged through any negligence or willful misconduct of the Company, the Company Designee (acting in such capacity), or any of their agents or employees (acting in such capacity), or any Company Inspector;

(b) to not make any alteration, additions or improvements to the Terminal or remove any part thereof, without the prior written consent of the Operator, such consent to be at the Operator's sole discretion; and

(c) to maintain and repair or shall cause to be maintained and repaired the Rail Spur Assets in a safe and operable condition consistent with Prudent Operating Practice.

Section 10.4 Existing Obligations . The execution of this Agreement by the Parties does not reduce any existing obligations of such Parties and does not confer any additional obligation or responsibility on the Company in connection with: (a) any existing or future environmental condition at the Terminal, including, the presence of a regulated or hazardous substance on or in environmental media at the Terminal (including the presence in surface water, groundwater, soils or subsurface strata, or air), including the subsequent migration of any such substance; (b) any Environmental Law; (c) the Required Permits; or (d) any requirements arising under or relating to any Applicable Law pertaining or relating to the ownership and operation of the Terminal.


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Section 10.5      Records .

(a) Each Party shall (i) maintain the records required to be maintained by Applicable Law and shall make such records available to the other Party upon reasonable request and (ii) immediately notify the other Party of any violation or alleged violation of any Applicable Law relating to any Products throughput and handled under this Agreement and, upon request, shall provide to the other Party all evidence of environmental inspections or audits by any Governmental Authority with respect to such Products.

(b) All records or documents provided by any Party to any other Party shall, to the reasonable knowledge of the providing Party, accurately and completely reflect the facts about the activities and transactions to which they relate. Notwithstanding anything herein to the contrary, no Party shall be required to provide to the other Party any document that is determined by the disclosing Party's legal counsel to be protected by an attorney-client privilege or attorney work product doctrine. Each Party shall promptly notify the other Party if at any time such Party has reason to believe that any records or documents previously provided to the other Party are no longer accurate or complete.

Section 10.6 Mutual Covenant Applicable Upon Expiration or Termination of this Agreement . Upon the expiration or termination of this Agreement, the Company hereby agrees to promptly transfer, assign and convey the Rail Spur Assets to the Operator and to grant the Operator a non-exclusive easement, right-of-way and right of ingress and egress to the Rail Spur Parcel, pursuant to such documentation as is reasonably acceptable to the Operator; provided that, if the Rail Spur Use Agreement or any successor or replacement agreement remains in effect at the time of such expiration or termination of this Agreement, then in connection with such transfer and grant the Company shall also assign, transfer and convey to the Operator all of the rights and obligations of Delaware City Refining Company LLC under the Rail Spur Use Agreement and the Operator agrees to accept such assignment.

Article 11 Representations.

Section 11.1 Representations of the Operator . The Operator represents and warrants to the Company that (a) this Agreement, the rights obtained and the duties and obligations assumed by the Operator hereunder, and the execution and performance of this Agreement by the Operator, do not directly or indirectly violate any Applicable Law with respect to the Operator or any of its properties or assets, the terms and provisions of the Operator's organizational documents or any agreement or instrument to which the Operator or any of its properties or assets are bound or subject; (b) the execution and delivery of this Agreement by the Operator has been authorized by all necessary action; (c) the Operator has the full and complete authority and power to enter into this Agreement and to provide the services hereunder; (d) no further action on behalf of the Operator, or consents of any other party, are necessary for the provision of services hereunder; and upon execution and delivery by the Operator, this Agreement shall be a valid and binding agreement of the Operator enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 11.2 Representations of the Company . The Company represents and warrants to the Operator that (a) this Agreement, the rights obtained and the duties and obligations assumed by the Company hereunder, and the execution and performance of this Agreement by the Company, do not

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directly or indirectly violate any Applicable Law with respect to the Company or any of its property or assets, the terms and provisions of the Company's organizational documents or any agreement or instrument to which the Company or any of its property or assets are bound or subject; (b) the execution and delivery of this Agreement by the Company has been authorized by all necessary action; (c) the Company has the full and complete authority and power to enter into this Agreement; and (d) upon execution and delivery by the Company, this Agreement shall be a valid and binding agreement of the Company enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law).

Article 12 Insurance.

The Operator, directly or through one of its or the Company's Affiliates, shall procure and maintain in full force and effect throughout the Term insurance in sufficient amounts and coverage to be in accordance with Prudent Industry Practice. Such policies shall be endorsed to name the Company and any Company Designee as a loss payee with respect to any of the Company's or the Company Designee's Products in the care, custody or control of the Operator.

Article 13      Force Majeure, Damage or Destruction.

Section 13.1 Force Majeure . In the event that a Party (the Force Majeure Party ”) is rendered unable, wholly or in part, by a Force Majeure event to perform its obligations under this Agreement, then such Party shall within a reasonable time after the occurrence of such event of Force Majeure deliver to the other Party written notice (a Force Majeure Notice ”) including full particulars of the Force Majeure event, and the obligations of the Parties, to the extent they are affected by the Force Majeure event, shall be suspended for the duration of any inability so caused; provided , however , that (a) prior to the second (2°d) anniversary of the Commencement Date, the Company shall be required to continue to make payments (i) for the Terminaling Service Fees for volumes actually throughput under this Agreement, (ii) for the Ancillary Services Fees, if any, for Ancillary Services performed, and (iii) for any Shortfall Payments unless, in the case of (iii), the Force Majeure event is an event that adversely affects the Operator's ability to perform the Services (including making the Minimum Throughput Capacity available to the Company), in which case Shortfall Payments shall not be paid to the extent of the Force Majeure event's effect on the Operator's ability to perform the Services and the Terminaling Service Fees shall only be paid as provided under (a)(i) above, and (b) from and after the second (2°d) anniversary of the Commencement Date, the Company shall be required to continue to make payments (x) for the Terminaling Service Fees for volumes actually throughput under this Agreement and (y) for the Ancillary Services Fees, if any, for the Ancillary Services actually performed under this Agreement. The Force Majeure Party shall identify in such Force Majeure Notice the approximate length of time that it believes in good faith such Force Majeure event shall continue (the Force Majeure Period ”). The Company shall be required to pay any amounts accrued and due under this Agreement at the time of the start of the Force Majeure event. The cause of the Force Majeure event shall so far as possible be remedied with all reasonable efforts, except that no Party shall be compelled to resolve any strikes, lockouts or other industrial or labor disputes other than as it shall determine to be in its best interests. Prior to the second (2°d) anniversary of the Commencement Date, any suspension of the obligations of the Parties under this Section 13.1 as a result of a Force Majeure event that adversely affects the Operator's ability to perform the services it is required to perform under

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this Agreement shall extend the Term for the same period of time as such Force Majeure event continues (up to a maximum of one year) unless this Agreement is terminated under Section 13.2 .

Section 13.2 Termination due to Force Majeure . If the Force Majeure Party advises in any Force Majeure Notice that it reasonably believes in good faith that the Force Majeure Period shall continue for more than twelve (12) consecutive months beyond the second (2°d) anniversary of the Commencement Date, then at any time after the delivery of such Force Majeure Notice, either Party may deliver to the other Party a notice of termination (a Termination Notice ”), which Termination Notice shall become effective not earlier than twelve (12) months after the later to occur of (a) delivery of the Termination Notice and (b) the second (2°d) anniversary of the Commencement Date; provided , however , that such Termination Notice shall be deemed cancelled and of no effect if the Force Majeure Period ends before the Termination Notice becomes effective, and, upon the cancellation of any Termination Notice, the Parties' respective obligations hereunder shall resume as soon as reasonably practicable thereafter, and the Term shall be extended by the same period of time as is required for the Parties to resume such obligations. After the second (2°d) anniversary of the Commencement Date and following delivery of a Termination Notice, the Operator may terminate this Agreement, to the extent affected by the Force Majeure event, upon sixty (60) days prior written notice to the Company in order to enter into an agreement to provide any third party the services provided to the Company under this Agreement; provided , however , that the Operator shall not have the right to terminate this Agreement for so long as the Company continues to make Shortfall Payments.

Article 14 Suspension of Refinery Operations.

Section 14.1 Suspension of Refinery Operations . From and after the second (2nd) anniversary of the Commencement Date, in the event that the Company decides to permanently or indefinitely suspend all or substantially all crude oil refining operations at the Refinery for a period that shall continue for at least twelve (12) consecutive months, the Company may provide written notice to the Operator of the Company's intent to terminate this Agreement (the Suspension Notice ). Such Suspension Notice shall be sent at any time (but not prior to the second (2nd) anniversary of the Commencement Date) after the Company has notified the Operator of such suspension and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month period described in the immediately preceding sentence) following the date such notice is sent (the Notice Period ), this Agreement shall terminate. If the Company notifies the Operator more than two (2) months prior to the expiration of the Notice Period of its intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. During the Notice Period, the Company shall remain liable for Shortfall Payments and all payments per Section 3.6 and Section 3.10 with respect of Capital Expenditures hereunder. Subject to Section 14.l and after the fifth (5th) anniversary of the Commencement Date, during the Notice Period, the Operator may terminate this Agreement upon sixty (60) days prior written notice to the Company in order to enter into an agreement to provide any third party the services provided to the Company under this Agreement.

Section 14.2 Notice of Suspension . If all or substantially all refining operations at the Refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), then the Company shall remain liable for Shortfall Payments under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided in Section 14.1 . The Company shall provide at least ninety (90) days' prior written notice whenever practical of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance

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that affects or will affect the Services or the Ancillary Services; provided , however , that the Company shall not have any liability for any failure to notify, or delay in notifying, the Operator of any such suspension except to the extent the Operator has been materially damaged by such failure or delay.

Article 15 Right of First Refusal.

Section 15.l Grant of ROFR . The Operator hereby grants to the Company a right of first refusal on any proposed Transfer (other than a grant of a security interest to a bona fide third-party lender or a Transfer to an Affiliate of the Operator) of any ROFR Asset; provided , however , that the Parties acknowledge and agree that nothing in this Article 15 shall prevent or restrict the Transfer of partnership interests, limited liability interests, equity or ownership interests or other securities of the Operator or create a right of first refusal as a result thereof; provided , further , that the Company may, without consent or approval from the Operator, assign its rights under this Article 15 to any Affiliate of the Company.

Section 15.2 Acknowledgement regarding Consents . The Parties acknowledge that all potential Transfers of ROFR Assets pursuant to this Article 15 are subject to obtaining any and all required written consents of Governmental Authorities and other third parties and to the terms of all existing agreements in respect of the ROFR Assets, as applicable; provided , however , that the Operator represents and warrants that, to its knowledge after reasonable investigation, there are no terms in such agreements that would materially impair the rights granted to the Company pursuant to this Article 15 with respect to any ROFR Asset.

Section 15.3      Procedures for Transfer of ROFR Asset .

In the event the Operator proposes to Transfer any of the ROFR Assets (other than a grant of a security interest to a bona fide third-party lender or a Transfer to an Affiliate of the Operator) pursuant to a bona fide third-party offer (an “ Acquisition Proposal ”), then the Operator shall, prior to entering into any such Acquisition Proposal, first give notice in writing to the Company (a Disposition Notice ”) of its intention to enter into such Acquisition Proposal. The Disposition Notice shall include any material terms, conditions and details as would be necessary for the Company to determine whether to exercise its right of first refusal with respect to the Acquisition Proposal, which terms, conditions and details shall at a minimum include: the name and address of the prospective acquirer (the “ Proposed Transferee ”) , the ROFR Assets subject to the Acquisition Proposal (the “ Sale Assets ”), the purchase price offered by such Proposed Transferee (the “ Offer Price ”), reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow the Company to reasonably determine the fair market value of such non-cash consideration, the Operator's estimate of the fair market value of any non-cash consideration and all other material terms and conditions of the Acquisition Proposal that are then known to the Operator. To the extent the Proposed Transferee's offer consists of consideration other than cash (or in addition to cash), the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. In the event the Company and the Operator are able to agree on the fair market value of any non-cash consideration or if the consideration consists solely of cash, the Company will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets (the “ ROFR Response ”) to the Operator within sixty (60) days of its receipt of the Disposition Notice (the “ First ROFR Acceptance Deadline ”). In the event the Company and the Operator are unable to agree on the fair market value of any non-cash consideration prior to the First ROFR Acceptance Deadline, the Company shall indicate its desire to determine the fair market value of such non-cash consideration pursuant to

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the procedures outlined in the remainder of this Section 15.3 in a ROFR Response delivered prior to the First ROFR Acceptance Deadline. If no ROFR Response is delivered by the Company prior to the First ROFR Acceptance Deadline, then the Company shall be deemed to have waived its right of first refusal with respect to such Sale Asset. In the event (i) the Company's determination of the fair market value of any non-cash consideration described in the Disposition Notice is less than the fair market value of such consideration as determined by the Operator in the Disposition Notice and (ii) the Company and the Operator are unable to mutually agree upon the fair market value of such non-cash consideration within sixty (60) days after the Company notifies the Operator of its determination thereof, the Operator and the Company will engage a mutually agreed upon, nationally recognized investment banking firm that is not currently engaged in business with either of the Parties to determine the fair market value of the non-cash consideration. In the event the Parties are unable to agree upon an investment banking firm, each Party will select a nationally recognized investment banking firm, and the two investment banking firms so chosen will select a third investment banking firm to serve as the investment banking firm for purposes of this Article 15 . The investment banking firm will determine the fair market value of the non-cash consideration within thirty (30) days of its engagement and furnish the Company and the Operator its determination. The fees of the investment banking firm will be split equally between Parties. Once the investment banking firm has submitted its determination of the fair market value of the non-cash consideration, the Company will provide a ROFR Response to the Operator within thirty (30) days after the investment banking firm has submitted its determination (the “ Second ROFR Acceptance Deadline and together with the First ROFR Acceptance Deadline, the “ ROFR Acceptance Deadlines ”). If no ROFR Response is delivered by the Company prior to the Second ROFR Acceptance Deadline, then the Company shall be deemed to have waived its right of first refusal with respect to such Sale Asset.

(a) If the Company elects in a ROFR Response delivered prior to the First ROFR Acceptance Deadline or Second ROFR Acceptance Deadline, as applicable, to exercise its right of first refusal with respect to a Sale Asset, within sixty (60) days of the delivery of the ROFR Response, such ROFR Response shall be deemed to have been accepted by the Operator and the Operator shall thereafter enter into a purchase and sale agreement with the Company providing for the consummation of the Acquisition Proposal upon the terms set forth in the ROFR Response. Unless otherwise agreed between the Company and the Operator, the terms of the purchase and sale agreement will include the following:

(i) the Company will agree to deliver the Offer Price in cash (unless the Company and the Operator agree that such consideration will be paid, in whole or in part, in equity securities of the Company or of an Affiliate of the Company, an interest-bearing promissory note or similar instrument, or any combination thereof);

(ii) the Operator will represent that it has valid fee or leasehold title, as applicable, to the Sale Asset that is sufficient to operate the Sale Assets in accordance with their historical use, subject to all recorded matters and all physical conditions in existence on the closing date for the purchase of the applicable Sale Asset, plus any other such matters as the Company may approve (and if the Company desires to obtain any title insurance with respect to the Sale Asset, the full cost and expense of obtaining the same (including the cost of title examination, document duplication and policy premium) shall be borne by the Company);

(iii) the Operator will grant to the Company the right, exercisable at the Company's risk and expense prior to the delivery of the ROFR Response, to make such surveys, tests and inspections of the Sale Asset as the Company may deem desirable, so long as such surveys,

23



tests or inspections are neither destructive nor invasive and do not damage the Sale Asset or interfere with the activities of the Operator; the Company will have the right to terminate its obligation to purchase the Sale Asset under this Article 15 if the results of any searches under Section 15.3(b)(ii) or above are, in the reasonable opinion of the Company, unsatisfactory;

(iv) the closing date for the purchase of the Sale Asset shall occur no later than one hundred eighty (180) days following receipt by the Operator of the ROFR Response pursuant to Section 15.3(a);

(v) the Operator and the Company shall use commercially reasonable efforts to do or cause to be done all things that may be reasonably necessary or advisable to effectuate the consummation of any transactions contemplated by this Section 15.3(b), including causing its respective Affiliates to execute, deliver and perform all documents, notices, amendments, certificates, instruments and consents required in connection therewith;

(vi) except to the extent modified in the Acquisition Proposal, the sale of any Sale Assets shall be made on an “as is,” “where is” and “with all faults” basis, and the instruments conveying such Sale Assets shall contain appropriate disclaimers; and

(vii) neither the Operator nor the Company shall have any obligation to sell or buy the Sale Assets if any of the consents referred to in Section 15.2 has not been obtained.

(b) The Company and the Operator shall cooperate in good faith in obtaining all necessary governmental and other third-party approvals, waivers and consents required for the closing of the purchase and sale agreement described in Section 16.1(b) . Any such closing shall be delayed, to the extent required, until the third (3rd) Business Day following the expiration of any required waiting periods under the Hart-Scott-Rodino Act; provided. however, that such delay shall not exceed sixty (60) days following the one hundred eighty (180) days referred to in Section 15.3(b)(v) (the “ ROFR Governmental Approval Deadline ”) and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such ROFR Governmental Approval Deadline, then the Company shall be deemed to have waived its right of first refusal with respect to the Sale Assets described in the Disposition Notice and thereafter the Operator shall be free to consummate the Transfer to the Proposed Transferee, subject to Section 15.3(d)(ii) .

(c) If the Transfer to the Proposed Transferee (i) in the case of a Transfer other than a Transfer permitted under Section 15.3(c) , is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) one hundred eighty (180) days after the applicable ROFR Acceptance Deadline and (B) three (3) Business Days after the satisfaction of all governmental approval or filing requirements, if any, or (ii) in the case of a Transfer permitted under Section 15.3(c) , is not consummated within the later of (A) sixty (60) days after the ROFR Governmental Approval Deadline and (B) three (3) Business Days after the satisfaction of all governmental approval or filing requirements, if any, then in each case the Acquisition Proposal shall be deemed to lapse, and the Operator may not Transfer any of the Sale Assets described in the Disposition Notice without complying again with the provisions of this Article 15 if and to the extent then applicable.

Article 16 Shutdown or Idling of Refinery.

Section 16.1 Shutdown or Idling of Refinery . In the event of a Permanent Refinery Shutdown,

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the Operator shall have the right to purchase the assets identified in Exhibit D (the “ Designated Refinery Assets ”) at their fair market value at the time of sale in accordance with this Section 16.1 .

(a) A “ Permanent Refinery Shutdown shall be deemed to have occurred upon the earlier of (i) the cessation of all or substantially all commercial operation of the Refinery with no current intent on the part of the Company to resume all or substantially all commercial operation thereof or (ii) a change to the Refinery's current SIC code (i.e., 4610) applicable to crude oil refining. The Company shall exercise commercially reasonable efforts to provide the Operator with at least sixty (60) days advance notice of a Permanent Refinery Shutdown.

(b) The Operator may at any time during the two-year period following notice of a Permanent Refinery Shutdown exercise its purchase option pursuant to this Article 16 (the Refinery Asset Purchase Option ”) by providing written notice (a “ Refinery Asset Option Notice ”) to the Company. Promptly upon receipt of such Refinery Asset Option Notice, the Company shall provide the Operator and its designees with access to such information regarding the Designated Refinery Assets as shall be reasonable and customary for the Operator to conduct diligence in accordance with Prudent Industry Practice on assets such as the Designated Refinery Assets. The Operator shall have a period of not less than ninety (90) days to evaluate such information.

(c) The Operator and the Company shall, for a period of thirty (30) days following completion of Operator's diligence in accordance with Prudent Industry Practice, negotiate in good faith to reach agreement on the terms for a purchase of the Designated Refinery Assets by the Operator; provided , however , that the Parties agree that: (i) the terms (including price) of any such purchase and sale will be on terms customary for the sale of assets of this nature and otherwise agreeable to both the Operator and the Company; (ii) the purchase price shall be paid at closing in cash; (iii) the Company shall not be obligated to make any representations as to the condition of the Designated Refinery Assets or any portion thereof; (iv) the Operator shall not be required to purchase the real property on which the Designated Refinery Assets are located (in which case the Operator shall be entitled to lease or be granted easements to all or a portion of such real property);

(d) (v) the Company shall convey all operating and maintenance records reasonably necessary for the operation of the Designated Refinery Assets; and (vi) the Company shall convey the Designated Refinery Assets free and clear of any charge, claim, covenant, equitable interest, equitable servitude, lien, option, pledge security interest, right of first refusal, or other restriction of any kind, including any restriction on use, transfer, receipt of income, or exercise of any other attribute of ownership; provided , however , that the Company shall receive a reasonable easement with respect to the Designated Refinery Assets in order to access such Designated Refinery Assets in connection with the Company or its Affiliates potential refining operations.

(e) If the Operator and the Company are unable to agree on the terms (including price) for a sale of the Designated Refinery Assets, the Operator and the Company shall engage a mutually agreed upon , nationally recognized investment banking firm to determine any terms (including price) as to which the Parties are unable to agree with respect to the sale of the Designated Refinery Assets. In the event the Parties are unable to agree upon an investment banking firm, each Party will select a nationally recognized investment banking firm, and the two investment banking firms so chosen will select a third investment banking firm to serve as the investment banking firm for purposes of this Section 16.1 . The investment banking firm shall: (i) base the terms of purchase and sale on those that are reasonable and customary for the sale of industrial assets such as the Designated Refinery Assets,

25



subject to the provisions of this Section 16.1; (ii) determine the fair market value of the Designated Refinery Assets based on their then-current operations; and (iii) consider the age, condition, maintenance history, replacement cost, ongoing operating costs, regulatory enforcement actions or fines in effect and other factors the investment banking firm considers relevant to fair market value.

(f) All fees of the investment banking firm incurred in connection with the Refinery Asset Purchase Option will be split equally between the Operator and the Company.

(g) Once the investment banking firm resolves all terms of the sale regarding the Refinery Asset Purchase Option that the Parties are unable to agree upon, the Operator will have the right, but not the obligation, for a period of ninety (90) days from the investment banking firm's resolution (such period, the “ Refinery Asset Option Period ”) to purchase the Designated Refinery Assets on terms (including price) agreed to by the Parties (as supplemented by any terms determined by the investment banking firm). The Operator shall notify the Company, in writing delivered during the Refinery Asset Option Period, of its intention to purchase the Designated Refinery Assets. Failure to provide such notice within the Refinery Asset Option Period shall be deemed to constitute a decision by the Operator not to exercise its Refinery Asset Purchase Option.

(h) If the Operator notifies the Company in writing during the Refinery Asset Option Period of its intention to exercise its Refinery Asset Purchase Option, both Parties shall be obligated to enter into an agreement incorporating the terms (including price) either agreed to by the Parties or determined by the investment banking firm. If the Operator fails to execute and deliver such an agreement within sixty (60) days of expiration of the Refinery Asset Option Period, the Operator's Refinery Asset Purchase Option shall be deemed to have lapsed.

(i) Notwithstanding any other provision of this section, Operator acknowledges that certain of the Designated Refinery Assets have also been listed for the same purposes in the Double Loop Agreement If Operator is no longer a party to both this Agreement and the Double Loop Agreement, then Operator acknowledges that Company will not be able to convey all the Designated Refinery Assets under both this Agreement and the Double Loop Agreement. Operator will provide notice to any assignee or successor of the Double Loop Agreement of the provisions of this Section 16, and Operator and any such assignee agree to reasonably cooperate with one another, at no additional cost or expense to Company, to arrange mutually acceptable terms for the conveyance and use of the Designated Refinery Assets by both Operator and any such assignee.

Article 17      Event of Default: Remedies Upon Event of Default.

Section 17.1 Event of Default . Notwithstanding any other provision of this Agreement, but subject to Article 26, the occurrence of any of the following shall constitute an “ Event of Default ”:

(a) any Party fails to make payment when due (i) under Article 3 within five (5) Business Days after a written demand therefor or (ii) under any other provision hereof within seven (7) Business Days;

(b) other than a default described in Sections 17.l(a) or 17.l(c), if the Company or the Operator fails to perform any material obligation or covenant to the other under this Agreement, which is not cured to the reasonable satisfaction of any other Party within fifteen (15) Business Days after the date that such Party receives written notice that such obligation or covenant has not been performed;

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(c) any Party breaches any representation or warranty made by such Party hereunder, or such warranty or representation proves to have been incorrect or misleading in any material respect when made; provided , however , that if such breach is curable, such breach is not cured to the reasonable satisfaction of the other Party within fifteen (15) Business Days after the date that such Party receives notice that corrective action is needed;

(d) any Party files a petition or otherwise commences or authorizes the commencement of a proceeding or case under any bankruptcy, reorganization or similar law for the protection of creditors, or have any such petition filed or proceeding commenced against it and such proceeding is not dismissed for sixty (60) days; and

(e) the Operator sells or permits the creation of, or suffers to exist any security interest, lien, encumbrance, charge or other claim of any nature (other than Permitted Liens or liens or liens that existed with respect to such Product prior to the throughput by the Company or the Company Designee hereunder) with respect to any of the Products.

Section 17.2 Termination in the Event of Default . Except as set forth in Section 17.1(d) , without limiting any other provision of this Agreement, if an Event of Default with respect to the Company or the Operator (such defaulting Party, the “ Defaulting Party ”) has occurred and is continuing, the Non-Defaulting Party shall have the right, immediately and at any time(s) thereafter, to terminate this Agreement upon written notice to the Defaulting Party.

Section 17.3 Other Remedies. Without limiting any other rights or remedies hereunder, if an Event of Default occurs and the Company is the Non-Defaulting Party, the Company may, in its discretion, (a) withhold or suspend its obligations, including any of its delivery or payment obligations, under this Agreement, (b) reclaim and repossess any and all of its Products held at the Terminal or elsewhere on the Operator's premises, and (c) otherwise arrange for the disposition of any of its Products in such manner as it elects.

Section 17.4 Set Off . If an Event of Default occurs, the Non-Defaulting Party may, without limitation on its rights under this Article 17 , set off amounts which the Defaulting Party owes to it against any amounts which it owes to the Defaulting Party (whether hereunder, under any other agreement or contract or otherwise and whether or not then due). Any net amount due hereunder shall be payable by the Party owing such amount within one (1) Business Day of termination.

Section 17.5 No Preclusion of Rights . The Non-Defaulting Party's rights under this Section 17.5 shall be in addition to, and not in limitation of, any other rights which the Non-Defaulting Party may have (whether by agreement, operation of law or otherwise), including any rights of recoupment, setoff, combination of accounts, as a secured party or under any other credit support. The Defaulting Party shall indemnify and hold the Non-Defaulting Party harmless from all costs and expenses, including reasonable attorney fees, incurred in the exercise of any remedies hereunder.

Article 18 Indemnification.

Section 18.1 Indemnification by Operator . The Operator shall defend, indemnify and hold harmless the Company, the Company Designee, their respective Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns

27



(collectively, the “ Company lndemnitees ”) from and against any Liabilities directly or indirectly arising out of (a) any breach by the Operator of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Operator made herein or in connection herewith proving to be false or misleading, (b) any failure by the Operator, its Affiliates or any of their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law, or (c) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Operator, its Affiliates or any of their respective employees, representatives, agents or contractors in the exercise of any of the rights granted hereunder or the handling or transportation of any Products hereunder, except to the extent of the Company's obligations under Section 18.2 below, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Company Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Operator's liability to the Company Indemnitees pursuant to this Section 18.1 shall be net of any insurance proceeds actually received by the Company Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Company agrees that it shall, and shall cause the other Company Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Company Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify the Operator of all potential claims against any third party for any such insurance proceeds, and (iii) keep the Operator fully informed of the efforts of the Company Indemnitees in pursuing collection of such insurance proceeds.

Section 18.2 Indemnification by Company . The Company shall defend, indemnify and hold harmless the Operator, its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “ Operator lndemnitees ) from and against any Liabilities directly or indirectly arising out of (a) any breach by the Company of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company made herein or in connection herewith proving to be false or misleading, (b) any personal injury incurred by any representative of the Company or the Company Designee (including any Supplier Inspector or Company Inspector) while on the Operator's property, (c) any failure by the Company, the Company Designee, their respective Affiliates or any of their respective employees, representatives (including any Supplier Inspector or Company Inspector), agents or contractors to comply with or observe any Applicable Law, or (d) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company, the Company Designee, their respective Affiliates or any of their respective employees, representatives (including any Supplier Inspector or Company Inspector), agents or contractors in the exercise of any of the rights granted hereunder or the refining or storage of any Products hereunder, except to the extent of the Operator's obligations under Section 18.1 above, and except to the extent that such injury, disease, death, or damage to or loss of property, fine or penalty was caused by the gross or sole negligence or willful misconduct on the part of the Operator Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company's liability to the Operator Indemnitees pursuant to this Section 18 . 2 shall be net of any insurance proceeds actually received by the Operator Indemnitees or any of their respective Affiliates from any third party with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Operator agrees that it shall, and shall cause the other Operator Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Operator Indemnitees are entitled with respect to or on account of any such damage

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or injury, (ii) notify the Company of all potential claims against any third party for any such insurance proceeds, and (iii) keep the Company fully informed of the efforts of the Operator Indemnitees in pursuing collection of such insurance proceeds.

Section 18.3 EXPRESS REMEDY . THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PARTIES.

Article 19 Limitation on Damages.

Notwithstanding anything to the contrary contained herein, neither Party shall be liable or responsible to the other Party or such other Party's affiliated Persons for any consequential, punitive, special, incidental or exemplary damages, or for loss of profits or revenues (collectively referred to as “ Special Damages ”) incurred by such Party or its affiliated Persons that arise out of or relate to this Agreement, regardless of whether any such claim arises under or results from contract, tort, or strict liability; provided , however , that the foregoing limitation is not intended and shall not affect Special Damages in connection with any third-party claim or imposed in favor of unaffiliated Persons that are not Parties to this Agreement; provided, further, that to the extent an indemnitor hereunder receives insurance proceeds with respect to Special Damages that would be indemnified hereunder if not for this Article 19 , such indemnitor shall be liable up to the amount of such insurance proceeds (net any deductible and premiums paid with respect thereto).

Article 20      Confidentiality.

Section 20.1 Obligations . Each Party shall use commercially reasonable efforts to retain the other Party's Confidential Information in confidence and not disclose the same to any third party (other than a Company Designee, provided the Company Designee has agreed to adhere to this Article 20 , or any Receiving Party Personnel) nor use the same, except as authorized by the disclosing Party in writing or as expressly permitted in this Section 20.1 . Each Party further agrees to take the same care with the other Party's Confidential Information as it does with its own, but in no event less than a reasonable degree of care.

Section 20.2 Required Disclosure . Notwithstanding Section 20.1 above, if the receiving Party becomes legally compelled to disclose the Confidential Information by a court, Governmental Authority or Applicable Law, including the rules and regulations of the Securities and Exchange Commission, or is required to disclose pursuant to the rules and regulations of any national securities exchange upon which the receiving Party or its parent entity is listed, any of the disclosing Party's Confidential Information, the receiving Party shall promptly advise the disclosing Party of such requirement to disclose Confidential Information as soon as the receiving Party becomes aware that such a requirement to disclose might become effective, in order that, where possible, the disclosing Party may seek a protective order or such other remedy as the disclosing Party may consider appropriate in the circumstances. The receiving Party shall disclose only that portion of the disclosing Party's Confidential Information that it is required to disclose and shall reasonably cooperate with the disclosing Party (at the disclosing Party's cost) in allowing the disclosing Party to obtain such protective order or other relief.

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Section 20.3 Return and Destruction of Information . Upon written request by the disclosing Party, all of the disclosing Party's Confidential Information in whatever form shall be returned to the disclosing Party upon termination of this Agreement or destroyed with destruction certified by the receiving Party, without the receiving Party retaining copies thereof except that one copy of all such Confidential Information may be retained by a Party's legal department solely to the extent that such Party is required to keep a copy of such Confidential Information pursuant to Applicable Law, and the receiving Party shall be entitled to retain any Confidential Information in the electronic form or stored on automatic computer back-up archiving systems during the period such backup or archived materials are retained under such Party's customary procedures and policies; provided , however , that notwithstanding any termination or expiration of this Agreement, any Confidential Information retained by the receiving Party shall be maintained subject to confidentiality pursuant to the terms of this Section 20.3 , and such archived or back-up Confidential Information shall not be accessed except as required by Applicable Law for so long as such Confidential Information is retained.

Section 20.4 Receiving Party Personnel . The receiving Party will limit access to the Confidential Information of the disclosing Party to those of its employees, attorneys and contractors that have a need to know such information in order for the receiving Party to exercise or perform its rights and obligations under this Agreement (the “ Receiving Party Personnel ”). The Receiving Party Personnel who have access to any Confidential Information of the disclosing Party will be made aware of the confidentiality provisions of this Agreement, and will be required to abide by the terms thereof. Any third-party contractors that are given access to Confidential Information of a disclosing Party pursuant to the terms hereof shall be required to sign a written agreement pursuant to which such Receiving Party Personnel agree to be bound by the provisions of this Agreement, which written agreement will expressly state that it is enforceable against such Receiving Party Personnel by the disclosing Party.

Section 20.5 Survival . The obligation of confidentiality under this A r ticle 20 shall survive the termination of this Agreement for a period of two (2) years.

Article 21 Choice of Law.

This Agreement shall be subject to and governed by the laws of the State of Delaware, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. Subject to Article 26 , the Parties agree to the venue and jurisdiction of the federal or state courts located in the State of Delaware for the adjudication of all disputes arising out of this Agreement.

Article 22 Assignment.

Section 22.1 Assignment by the Company . Except as set forth in this Article 22, the Company shall not assign its rights or obligations hereunder without the Operator's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided , however , that (a) the Company may assign this Agreement without the Operator's consent in connection with a sale by the Company of its inventory of Products, or all or substantially all of the Refinery, including by merger, equity sale, asset sale or otherwise, so long as the transferee: (1) agrees to assume all of the Company's obligations under this Agreement; and (ii) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by the Company in its reasonable

30



judgment; and (b) the Company shall be permitted to make a collateral assignment of this Agreement solely to secure financing for itself or any of its Affiliates.

Section 22.2      Company Designee .

(a) Without the Operator's consent, the Company shall be permitted to assign the Company's rights to use, hold the Products in, and transport the Products through, the Terminal pursuant to this Agreement, to the Company Designee.

(b) The Company shall act as the Company Designee's counterparty for all purposes of this Agreement, and the Operator shall be entitled to follow the Company's instructions with respect to all of the Company Designee's Products that are transported or handled by the Operator pursuant to this Agreement unless and until the Operator is notified by the Company Designee in writing that the Company is no longer authorized to act as the Company Designee's counterparty, in which case the Operator shall thereafter follow the instructions of the Company Designee (or such other agent as the Company Designee may appoint) with respect to all the Company Designee's Products that are transported or handled by the Operator pursuant to this Agreement. The Company shall be responsible for all the Company Designee's payments to the Operator hereunder; provided , however , that the Operator shall accept payment in connection with this Agreement directly from any Company Designee and apply such payments against amounts owed by the Company hereunder. All volumes throughput by the Company Designee will be taken into account in the determination of whether the Company has satisfied its Minimum Throughput Commitment. During any time that this Agreement is assigned to the Company Designee, all provisions of this Agreement, as amended or adjusted by this Article 22, shall be in full force and effect with respect to the Company Designee and the Company Designee's Products as if the Company Designee were Party hereto in place of the Company.

Section 22.3 Assignment by the Operator . The Operator shall not assign its rights or obligations under this Agreement without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided , however , that (a) subject to Article 15 hereof and Article VI of the Omnibus Agreement , the Operator may assign this Agreement without such consent in connection with a sale by the Operator of all or substantially all of the Terminal, including by merger, equity sale, asset sale or otherwise, so long as the transferee: (i) agrees to assume all of the Operator's obligations under this Agreement; (ii) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by the Operator in its reasonable judgment; and (iii) is not a competitor of the Company, as determined by the Company in good faith; and (b) the Operator shall be permitted to make a collateral assignment of this Agreement solely to secure financing for the Operator and its Affiliates.

Section 22.4 Terms of Assignment . Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

Section 22.5 Change of Control . The Parties' obligations hereunder shall not terminate in connection with a Change of Control; provided , however , that in the case of a Change of Control, the Company shall have the option to extend the Term as provided in Section 2.1 , without regard to the notice period provided in the fourth sentence of Section 2.1 .

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Article 23 Notices.

All notices, requests, demands, and other communications hereunder will be in writing and will be deemed to have been duly given: (a) if by transmission by facsimile or hand delivery, when delivered; (b) if mailed via the official governmental mail system, five (5) Business Days after mailing, provided said notice is sent first class, postage pre-paid, via certified or registered mail, with a return receipt requested; (c) if mailed by an internationally recognized overnight express mail service such as Federal Express or UPS, one (1) Business Day after deposit therewith prepaid; or (d) if by email, one (1) Business Day after delivery with receipt confirmed. All notices will be addressed to the Parties at the respective addresses as follows:

If to the Company:

PBF Holding Company LLC
One Sylvan Way, Second Floor
Parsippany, NJ 07054
Attn: Erik Young, Chief Financial Officer
Telecopy No: (973) 455-7500
Email: erik.young@pbfenergy.com

with a copy, which shall not constitute notice, to:

PBF Energy Company LLC
One Sylvan Way, Second Floor
Parsippany, NJ 07054
Attn: Trecia Canty, General Counsel
Telecopy No: (973) 455-7500
Email: trecia.canty@pbfenergy.com

If to the Operator:

Delaware City Terminaling Company LLC,
c/o PBF Logistics GP LLC
One Sylvan Way, Second Floor
Parsippany, NJ 07054
Attn: Jim Fedena, Senior VP, Logistics
Telecopy No: (973) 455-7500
Email: jim.fedena@pbfenergy.com

with a copy, which shall not constitute notice, to:

PBF Logistics GP LLC
One Sylvan Way, Second Floor
Parsippany, NJ 07054
Attn: Matthew Lucey, Executive Vice President
Telecopy No: (973) 455-7500
Email: matt.lucey@pbfenergy.com

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or to such other address or to such other person as either Party will have last designated by notice to the other Party.

Article 24      No Waiver; Cumulative Remedies.

Section 24.1 No Waivers . The failure of a Party hereunder to assert a right or enforce an obligation of the other Party shall not be deemed a waiver of such right or obligation. The waiver by any Party of a breach of any provision of, or Event of Default under, this Agreement shall not operate or be construed as a waiver of any other breach of that provision or as a waiver of any breach of another provision of, Event of Default or potential Event of Default under, this Agreement, whether of a like kind or different nature.

Section 24.2 Cumulative Remedies . Each and every right granted to the Parties under this Agreement or allowed it by law or equity, shall be cumulative and may be exercised from time to time in accordance with the terms thereof and Applicable Law.

Article 25 Nature of Transaction and, Relationship of Parties.

Section 25 . 1 Independent Contractor . This Agreement shall not be construed as creating a partnership, association or joint venture among the Parties. It is understood that the Operator is an independent contractor with complete charge of its employees and agents in the performance of its duties hereunder, and nothing herein shall be construed to make the Operator, or any employee or agent of the Operator, an agent or employee of the Company.

Section 25.2 No Agency . No Party shall have the right or authority to negotiate, conclude or execute any contract or legal document with any third person in the name of the other Party; to assume, create, or incur any liability of any kind, express or implied, against or in the name of any of the other Party; or to otherwise act as the representative of the other Party, unless expressly authorized in writing by the other Party.

Article 26 Arbitration Provision.

Any and all Arbitrable Disputes (except to the extent injunctive relief is sought) shall be resolved through the use of binding arbitration using, in the case of an Arbitrable Dispute involving a dispute of an amount equal to or greater than $1,000,000 or non-monetary relief, three arbitrators, and in the case of an Arbitrable Dispute involving a dispute of an amount less than$1,000,000, one arbitrator, in each case in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Article 26 and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Article 26 will control the rights and obligations of the Parties. Arbitration must be initiated within the time limits set forth in this Agreement; or if no such limits apply, then within a reasonable time or the time period allowed by the applicable statute of limitations. Arbitration may be initiated by a Party (“ Claimant ”) serving written notice on the other Party (“ Respondent ”) that Claimant elects to refer the Arbitrable Dispute to binding arbitration. Claimant's notice initiating binding arbitration must identify the arbitrator Claimant has appointed. Respondent shall respond to Claimant within thirty (30)

33



days after receipt of Claimant's notice, identifying the arbitrator Respondent has appointed. If Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition the American Arbitration Association for appointment of an arbitrator for Respondent's account. The two arbitrators so chosen shall select a third arbitrator within thirty (30) days after the second arbitrator has been appointed, and, in the of an Arbitrable Dispute involving a dispute of an amount less than $1,000,000, such third arbitrator shall act as the sole arbitrator, and the sole role of the first two arbitrators shall be to appoint such third arbitrator. Claimant will pay the compensation and expenses of the arbitrator named by or for it, and Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (a) be neutral parties who have never been officers, directors or employees of the Operator, the Company or any of their Affiliates and (b) have not less than seven (7) years' experience in the energy industry. The hearing will be conducted in the State of Delaware or the Philadelphia Metropolitan area and commence within thirty (30) days after the selection of the third arbitrator. The Company, the Operator and the arbitrators shall proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award Special Damages. Notwithstanding anything herein the contrary, the Company may not dispute any amounts with respect to an invoice delivered in accordance with Section 3.8 that the Company has not objected to within one hundred twenty (120) days of receipt thereof. No Event of Default shall occur if the subject matter underlying such potential Event of Default is the subject matter of any dispute that is pending resolution or arbitration under this Article 26 until such time that such dispute is resolved in accordance with this Article 26 .

Article 27 General.

Section 27.1 Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be valid and effective under Applicable Law, but if any provision of this Agreement or the application of any such provision to any person or circumstance will be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision hereof, and the Parties will negotiate in good faith with a view to substitute for such provision a suitable and equitable solution in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

Section 27.2 Entire Agreement . This Agreement, the Operation and Management Services and Secondment Agreement and the Omnibus Agreement together constitute the entire agreement among the Parties pertaining to the subject matter hereof and supersede all prior agreements and understandings of the Parties in connection therewith. No promise, representation or inducement has been made by any of the Parties concerning the subject matter of this Agreement and none of the Parties shall be bound by or liable for any alleged representation, promise or inducement not so set forth.

Section 27.3 Time is of the Essence . Time is of the essence with respect to all aspects of each Party's performance of any obligations under this Agreement.

Section 27.4 No Third-Party Beneficiaries . It is expressly understood that the provisions of this Agreement do not impart enforceable rights in anyone who is not a Party or successor or permitted

34



assignee of a Party; provided , however , that upon written request from the Company, this Agreement will be amended by the Parties to make any Company Designee or lender or intermediator of the Company or any Company Designee a third-party beneficiary hereof.

Section 27.5 Further Assurances . In connection with this Agreement and all transactions contemplated by this Agreement, each signatory Party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

Section 27.6 Survival . All audit rights, payment, confidentiality and indemnification obligations and obligations under this Agreement shall survive the expiration or termination of this Agreement in accordance with their terms.
Section 27.7 Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or portable document format (pdf)) for the convenience of the Parties hereto, each of which counterparts will be deemed an original, but all of which counterparts together will constitute one and the same agreement.

[Remainder of Page Intentionally Left Blank]


35



IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date first set forth above.
COMPANY:

PBF HOLDING COMPANY LLC

By:     /s/ Thomas O’Connor
Name:    Thomas O’Connor
Title:    Senior Vice President, Commercial


OPERATOR:

DELAWARE CITY TERMINALING COMPANY LLC

By:     /s/ Matthew Lucey
Name:    Matthew Lucey
Title:    Executive Vice President

















SIGNATURE PAGE TO AMENDED AND RESTATED WEST LADDER RAIL TERMINALING AGREEMENT




Exhibit A

Ancillary Services Fees

 
Service
Fee or Specification
1.
Metering
To be agreed upon, if applicable, during the Term.
2.
Laboratory tests or specific railcar sampling
To be agreed upon, if applicable, during the Term.
3.
Specified Ancillary Unloading Costs
Pass-through of actual costs.

If any additional Ancillary Services are requested by the Company and are to be provided by the Operator in accordance with the Agreement, the Parties shall mutually agree upon the appropriate rates to be charged for such services.


EXHIBIT A

A-1



Exhibit B

Product


Product : Crude Oil

Product Specifications :
API 10-45
H2S < 500 ppm per test method 5705
TVP < 11.0 psi
Pour Point > 0 degf


EXHIBIT B

B-1



Exhibit C

Nomination and Scheduling; Railcar Specifications

Nominations and Scheduling.
The Terminal is a shared-use facility and has limited capacity at any one time to take delivery of crude oil by railcars. Accordingly, the Company will use commercially reasonable efforts to deliver crude oil on a ratable basis and to coordinate with the Operator the arrival of unit trains for unloading, and the Operator will require the other users to do the same. The Company will coordinate with the Operator and keep the Operator apprised of the arrival of unit trains delivering the Company's crude oil to the Terminal. The Company will keep the Operator apprised of volumes of crude oil that the Company nominates for transportation and delivery to the Terminal by rail.

The Company will provide the Operator, by email or facsimile, or by other means mutually agreed by the Operator and the Company from time to time, no later than the fifteenth (15th) day of each calendar month throughout the Term, a good faith monthly nomination (a Nomination ”) of (i) the volume of crude oil that the Company projects it will deliver to the Terminal by rail during the following calendar month (to be delivered to the Terminal on a ratable basis throughout the month), (ii) the dates and times when the Company projects each unit train will arrive at the Terminal during the month (which must be on a ratable basis throughout such month), and the number and type of railcars of each unit train. All nominations for delivery of crude oil to the Terminal must be accompanied by a corresponding and reasonable tank availability schedule for prompt transfer of such crude oil into storage tanks.

The Company will provide to the Operator each Wednesday throughout the Term an updated forecast for the following week with respect to the Company's then-current Nomination.
Railcar Specifications .

All tank cars delivered to the Terminal must meet CPC-1232 and manufactured after October 2011. The following form is required to be submitted to determine acceptance of the tank car for receipt at the Terminal. Railcar variations that are outside of these specifications must be approved by the Operator in advance of arrival of the unit train and, if accepted by the Operator, may require the Operator to break the unit train at additional points at the Company's sole cost and expense.

Rail Cars

GP30 Non-Insulated Tanks
Tank must conform with Specification D0T111A100W1 and be stenciled as such 286K, 263K





Exhibit D

Designated Refinery Assets

20” crude line and 4” steam line from WLR pumps to crude tank manifold at Crude Tk-8
Crude storage tanks 7/8/11/12
Power from local DP&L high voltage line @ 1800kW
Steam 175psig @ 75mlbs/hr from package boiler (can use existing rental boiler fed with natural gas)
Single instrument air compressor rated at 350scfm and 85 psig
Vent system - will need to install small natural gas fired incinerator
Fire water - need new dedicated line from United
Storm water runoff - should be able to use existing swales/ditches
P-1A pump at crude tank farm
P-1A line, 30” crude line and 6 oil line to access Piers 2 and 3
Hoses for Piers 2&3, MVR and natural gas to MVR





Exhibit E

Rail Spur Parcel

See .PDF attachment “Exhibit E - Rail Spur Parcel”


EXHIBIT E

E-1


Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas J. Nimbley, certify that:

1. I have reviewed this quarterly report on Form 10-Q of PBF Logistics LP;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 3, 2018

 
 
 
/s/ Thomas J. Nimbley
 
 
Thomas J. Nimbley
Chief Executive Officer
PBF Logistics GP LLC,
the general partner of PBF Logistics LP
 
 





Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Erik Young, certify that:

1. I have reviewed this quarterly report on Form 10-Q of PBF Logistics LP;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 3, 2018

 
 
 
/s/ Erik Young
 
 
Erik Young
Senior Vice President and Chief Financial Officer
PBF Logistics GP LLC,
the general partner of PBF Logistics LP
 
 





Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of PBF Logistics LP on Form 10-Q for the quarter ended March 31, 2018 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas J. Nimbley, Chief Executive Officer of PBF Logistics GP LLC, the general partner of PBF Logistics LP, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


 
 
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


 
 
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of PBF Logistics LP.



 
 
 
/s/ Thomas J. Nimbley
 
Thomas J. Nimbley
 
Chief Executive Officer
 
PBF Logistics GP LLC,
 
the general partner of PBF Logistics LP
 
May 3, 2018
 

A signed original of the written statement required by Section 906 has been provided to PBF Logistics LP and will be retained by PBF Logistics LP and furnished to the Securities and Exchange Commission or its staff upon request.





Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of PBF Logistics LP on Form 10-Q for the quarter ended March 31, 2018 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Erik Young, Senior Vice President and Chief Financial Officer of PBF Logistics GP LLC, the general partner of PBF Logistics LP, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


 
 
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


 
 
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of PBF Logistics LP.



 
 
 
/s/ Erik Young
 
Erik Young
 
Senior Vice President and Chief Financial Officer
 
PBF Logistics GP LLC,
 
the general partner of PBF Logistics LP
 
May 3, 2018
 

A signed original of the written statement required by Section 906 has been provided to PBF Logistics LP and will be retained by PBF Logistics LP and furnished to the Securities and Exchange Commission or its staff upon request.




Exhibit 99.1




















TVPC Stand-Alone FS\KASPER, BRANDEN\2/13/2018 5:21 PM
Torrance Valley Pipeline
Company LLC
Supplemental Information and Condensed Financial Statements
as of and for the three months ended March 31, 2018 and 2017
























Torrance Valley Pipeline Company LLC
Table of Contents
Financial Information
4

Condensed Balance Sheets
4

Condensed Statements of Operations
5

Condensed Statements of Cash Flows
6

Notes to the Condensed Financial Statements
7

 
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
11


EXPLANATORY NOTE

Torrance Valley Pipeline Company LLC (“TVPC”) is a Delaware limited liability company (“LLC”) that owns and operates the San Joaquin Valley Pipeline system (the “Torrance Valley Pipeline”), which supports PBF Holding Company LLC’s (“PBF Holding”) Torrance Refinery. The Torrance Valley Pipeline consists of the M55, M1 and M70 pipeline systems, including pipeline stations with storage capacity and truck unloading capability.

The following financial information and condensed financial statements as of and for the three months ended March 31, 2018 and 2017, respectively, are being furnished as supplemental information to the PBF Logistics LP (“PBFX”) Quarterly Report on Form 10-Q for the quarter ended March 31, 2018. Unless the context otherwise requires, references in this document to “we,” “us” and “our” refer to Torrance Valley Pipeline Company LLC.

IMPORTANT INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This document contains certain “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995, which involve risk and uncertainties. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that relate to our strategy, plans or intentions. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results or to our expectations regarding future industry trends are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results.

Important factors that could cause actual results to differ materially from our expectations, which we refer to as “cautionary statements,” are disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this document; and in our December 31, 2017 annual report (filed as exhibit 99.1 in PBFX’s Annual Report on Form 10-K for the year ended December 31, 2017) (“2017 Annual Report”). All forward-looking information in this document is expressly qualified in its entirety by the cautionary statements. Some of the factors that we believe could affect our results include:

our limited operating history;
changes in general economic conditions;


2


competitive conditions in our industry;
the supply of, and demand for, crude oil and logistics services;
our ability to successfully implement our business plan;
our dependence on contracts with PBF Energy Inc. (“PBF Energy”) for a substantial majority of our revenues subjects us to the business risks of PBF Energy, which includes the possibility that contracts will not be renewed because they are no longer beneficial for PBF Energy;
a substantial majority of our revenue is generated at PBF Energy’s Torrance Refinery, and any adverse development at this facility could have a material adverse effect on us;
our ability to complete internal growth projects on time and on budget;
operating hazards and other risks incidental to handling crude oil;
natural disasters, weather-related delays, casualty losses and other matters beyond our control;
the effects of existing and future laws and governmental regulations;
the timing and extent of changes in commodity prices and demand for PBF Energy’s refined products and the differential in the prices of different crude oils;
the suspension, reduction or termination of PBF Energy’s obligations under our commercial agreements;
disruptions due to equipment interruption or failure at our facilities; and
other factors discussed elsewhere in this document.

We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this document may not in fact occur. Accordingly, investors should not place undue reliance on those statements.

Our forward-looking statements speak only as of the date of this document or as of the date which they are made. Except as required by applicable law, including the securities laws of the United States, we undertake no obligation to update or revise any forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing.



3


FINANCIAL INFORMATION

Torrance Valley Pipeline Company LLC
Condensed Balance Sheets
(Unaudited, in thousands)

 
March 31,
2018
 
December 31,
2017
ASSETS
 
 
 
Current assets:
 
 
 
     Cash and cash equivalents
$
7,828

 
$
4,411

     Accounts receivable - affiliates
7,368

 
12,201

     Prepaids and other current assets
1,406

 
448

Total current assets
16,602

 
17,060

Property, plant and equipment, net
332,432

 
335,106

     Total assets
$
349,034

 
$
352,166

LIABILITIES AND EQUITY
 
 
 
Current liabilities:
 
 
 
     Accounts payable - affiliates
$
2,895

 
$
3,755

     Accounts payable and accrued liabilities
4,034

 
4,505

     Deferred revenue
29

 
47

Total current liabilities
6,958

 
8,307

Other long-term liabilities
409

 
409

     Total liabilities
7,367

 
8,716

 
 
 
 
Commitments and contingencies (Note 4)
 
 
 
 
 
 
 
Equity
341,667

 
343,450

     Total liabilities and equity
$
349,034

 
$
352,166



See notes to the condensed financial statements.
4


Torrance Valley Pipeline Company LLC
Condensed Statements of Operations
(Unaudited, in thousands)

 
Three Months Ended March 31,
 
2018
 
2017
Revenue:
 
 
 
Affiliate
$
19,097

 
$
17,828

Third-party
18

 
13

Total revenue
19,115

 
17,841

 
 
 
 
Costs and expenses:
 
 
 
Operating and maintenance expenses
8,348

 
7,966

General and administrative expenses
213

 
213

Depreciation and amortization
2,723

 
2,729

Total costs and expenses
11,284

 
10,908

 
 
 
 
Net income
$
7,831

 
$
6,933



See notes to the condensed financial statements.
5


Torrance Valley Pipeline Company LLC
Condensed Statements of Cash Flows
(Unaudited, in thousands)

 
Three Months Ended March 31,
 
2018
 
2017
Cash flows from operating activities:
 
 
 
Net income
$
7,831

 
$
6,933

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
2,723

 
2,729

Changes in operating assets and liabilities:
 
 
 
Accounts receivable - affiliates
4,833

 
7,197

Prepaids and other current assets
(958
)
 
(384
)
Accounts payable - affiliates
(860
)
 
(1,111
)
Accounts payable and accrued liabilities
(466
)
 
1,910

Deferred revenue
(18
)
 
(12
)
Other assets and liabilities

 
93

Net cash provided by operating activities
13,085

 
17,355

 
 
 
 
Cash flows from investing activities:
 
 
 
Expenditures for property, plant and equipment
(54
)
 
(57
)
Net cash used in investing activities
(54
)
 
(57
)
 
 
 
 
Cash flows from financing activities:
 
 
 
Distributions to members
(10,000
)
 
(6,850
)
Parent contributions
386

 
362

Net cash used in financing activities
(9,614
)
 
(6,488
)
 
 
 
 
Net change in cash and cash equivalents
3,417

 
10,810

Cash and Cash equivalents at beginning of period
4,411

 
6,849

Cash and Cash equivalents at end of period
$
7,828

 
$
17,659

 
 
 
 
Supplemental disclosure of non-cash activities
 
 
 
Accrued capital expenditures
$
51

 
$
80



See notes to the condensed financial statements.
6

TORRANCE VALLEY PIPELINE COMPANY LLC
NOTES TO THE CONDENSED FINANCIAL STATEMEMTS
(IN THOUSANDS)

1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Description and Nature of the Business  

Torrance Valley Pipeline Company LLC (“TVPC”) is a Delaware limited liability company (“LLC”) that owns and operates the San Joaquin Valley Pipeline system (the “Torrance Valley Pipeline”), which supports PBF Holding Company LLC’s (“PBF Holding”) Torrance Refinery. The Torrance Valley Pipeline consists of the M55, M1 and M70 pipeline systems, including pipeline stations with storage capacity and truck unloading capability.

PBF Holding, a Delaware LLC, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. PBF Holding is a wholly-owned subsidiary of PBF Energy Company LLC (“PBF LLC”). PBF LLC is a holding company, whose assets consist of an ownership interest in PBF Holding and its consolidated subsidiaries and PBF Logistics LP (“PBFX”) and its subsidiaries. TVPC is a subsidiary of PBFX. PBF LLC, PBF Holding and PBFX are considered affiliate companies of TVPC for accounting purposes.

On July 1, 2016, PBF LLC, through its ownership of PBF Holding, acquired from ExxonMobil Oil Corporation and Mobil Pacific Pipeline Company the Torrance Refinery and related logistical assets, including the Torrance Valley Pipeline (the “TVPC Acquisition”). On August 31, 2016, PBFX, through its wholly-owned subsidiary, PBF Operating Company LLC (“PBFX Op Co”), acquired from PBF Holding, a 50% equity interest in TVPC. Subsequently PBFX Op Co became the sole managing member of TVPC. As this transaction was between affiliate companies, the transfer of the 50% ownership of TVPC is accounted for as a reorganization of entities under common control under U.S. generally accepted accounting principles (“GAAP”).

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with GAAP for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, TVPC has included all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position and the results of operations and cash flows of TVPC for the periods presented. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the full year.

Recently Adopted Accounting Guidance

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 (Topic 606) “Revenue from Contracts with Customers” (“ASC 606”). ASC 606 supersedes the revenue recognition requirements in Accounting Standards Codification 605 “Revenue Recognition” (“ASC 605”), and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. TVPC adopted ASC 606 as of January 1, 2018 using the modified retrospective transition method.

TVPC affiliate revenue is generated from commercial agreements that qualify as operating leases under GAAP. Leases are outside the scope of ASC 606 and are therefore accounted for in accordance with Accounting Standards Codification 840 “Leases.” Under these leasing agreements, TVPC provides access to storage tanks and/or use of throughput assets that convey the right to control the use of an identified asset to the customer. These lease arrangements account for $19,097 of TVPC’s revenue for the three months ended March 31, 2018.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), to increase the transparency and comparability about leases among entities. Additional ASUs have been issued subsequent to


7

TORRANCE VALLEY PIPELINE COMPANY LLC
NOTES TO THE CONDENSED FINANCIAL STATEMEMTS
(IN THOUSANDS)

ASU 2016-02 to provide additional clarification and implementation guidance for leases related to ASU 2016-02 including ASU 2018-01, “Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842” (“ASU 2018-01”) (collectively, TVPC refers to ASU 2016-02 and these additional ASUs as the “Updated Lease Guidance”). The Updated Lease Guidance requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts.  It also requires additional disclosures about leasing arrangements. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, and requires a modified retrospective approach to adoption. ASU 2018-01 provides a practical expedient whereby land easements (also known as “rights of way”) that are not accounted for as leases under existing GAAP would not need to be evaluated under ASU 2016-02; however the Updated Lease Guidance would apply prospectively to all new or modified land easements after the effective date of ASU 2016-02. In January 2018, the FASB issued a proposed ASU that would provide an additional transition method for the new lease guidance for lessees and a practical expedient for lessors. As proposed, this additional transition method would allow lessees to initially apply the requirements of ASU 2016-02 by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The proposed practical expedient would allow lessors to not separate non-lease components from the related lease components in certain situations. Assuming the proposed ASU is approved after the comment period, the proposed ASU would have the same effective date as ASU 2016-02. While early adoption is permitted, TVPC will not early adopt this Updated Lease Guidance. TVPC’s indirect parent, PBFX, has established a working group to study and lead implementation of Updated Lease Guidance. The working group continues to evaluate the impact of the Updated Lease Guidance on TVPC’s financial statements and related disclosures and the impact on its business process and controls.

2. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant, and equipment, net consisted of the following:
 
March 31,
 
December 31,
 
2018
 
2017
 
 
 
 
Land
$
83,330

 
$
83,330

Pipelines and equipment
266,801

 
266,466

Construction in progress
1,355

 
1,641

 
351,486

 
351,437

Accumulated depreciation
(19,054
)
 
(16,331
)
Property, plant and equipment, net
$
332,432

 
$
335,106


3. EQUITY

Equity Activity

The following tables summarize the changes in the carrying amount of TVPC’s equity during the three months ended March 31, 2018 and 2017:
 
Members’ Equity
Balance at December 31, 2017
$
343,450

Net income
7,831

Distributions to members
(10,000
)
Parent contributions
386

Balance at March 31, 2018
$
341,667



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TORRANCE VALLEY PIPELINE COMPANY LLC
NOTES TO THE CONDENSED FINANCIAL STATEMEMTS
(IN THOUSANDS)

 
Members’ Equity
Balance at December 31, 2016
$
356,868

Net income
6,933

Distributions to members
(6,850
)
Parent contributions
362

Balance at March 31, 2017
$
357,313


Cash Distributions

In accordance with TVPC’s LLC agreement, during the three months ended March 31, 2018, TVPC distributed $5,000 to each of its members.

4. COMMITMENTS AND CONTINGENCIES

Environmental Matters

TVPC’s assets are subject to extensive and frequently changing federal, state and local laws and regulations, including, but not limited to, those relating to the discharge of materials into the environment or that otherwise relate to the protection of the environment, waste management and the characteristics and the composition of fuels. Compliance with existing and anticipated laws and regulations can increase the overall cost of operating TVPC’s assets, including remediation, operating costs and capital costs to construct, maintain and upgrade equipment and facilities.

In connection with PBF Holding’s acquisition of the Torrance Refinery and related logistics assets, PBF Holding is responsible for all known and unknown environmental liabilities at each site acquired in connection with the acquisition. The total estimated liability of known environmental obligations associated with the Torrance Valley Pipeline was approximately $236 as of March 31, 2018 ($256 as of December 31, 2017). In accordance with the contribution agreement associated with the sale of 50% ownership of TVPC to PBFX, PBF Holding has indemnified PBFX for any and all costs associated with environmental remediation for obligations that existed on or before August 31, 2016, including all known or unknown events, which includes the recorded liability of approximately $236. At March 31, 2018, TVPC expects to make the full aggregate payment for this liability within the next five years. As a result of the indemnification, PBFX has recorded a receivable from PBF Holding for such anticipated payments related to the known pre-existing Torrance Valley Pipeline environmental obligations for which PBFX is indemnified.
 
Litigation

TVPC can be subject to claims and complaints that may arise in the ordinary course of business. Management has regular litigation reviews to assess the need for accounting recognition or disclosure of these contingencies. TVPC would accrue an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. TVPC wouldn’t record liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated or when the liability is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is reasonably possible and which are significant, TVPC would disclose the nature of the contingency and, where feasible, an estimate of the possible loss. For purposes of the contingency disclosures, “significant” includes material matters as well as other matters which management believes should be disclosed.





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TORRANCE VALLEY PIPELINE COMPANY LLC
NOTES TO THE CONDENSED FINANCIAL STATEMEMTS
(IN THOUSANDS)

5. RELATED PARTY TRANSACTIONS

Commercial Agreements

TVPC currently derives the majority of its revenue from long-term, fee-based, agreements including MVCs with PBF Holding, supported by contractual fee escalations for inflation adjustments and certain increases in operating costs. TVPC believes the terms and conditions under these agreements, as well as the Omnibus Agreement (as defined below) and the Services Agreement (as defined below) each with PBF Holding, are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services.

See TVPC’s 2017 Annual Report for a more complete description of TVPC’s commercial agreements with PBF Holding.

Omnibus Agreement

At the closing of PBFX’s initial public offering, PBFX entered into an omnibus agreement with PBF GP, PBF LLC and PBF Holding, which has been amended and restated in connection with the TVPC Acquisition (as amended, the “Omnibus Agreement”) for the provision of executive management services and support for accounting and finance, legal, human resources, information technology, environmental, health and safety, and other administrative functions.

Services Agreement

On August 31, 2016, PBFX Op Co entered into an operation and management services and secondment agreement (the “Services Agreement”) with PBF Holding and certain of its subsidiaries pursuant to which PBF Holding and its subsidiaries provides PBFX Op CO with the personnel necessary for PBFX Op Co to operate TVPC so that it may perform its obligations under the commercial agreements. PBFX Op Co charges TVPC the amount under the agreement and reimburses PBF Holding for the use of such employees and the provision of certain infrastructure-related services to the extent applicable to its operations, including storm water discharge and waste water treatment, steam, potable water, access to certain roads and grounds, sanitary sewer access, electrical power, emergency response, filter press, fuel gas, API solids treatment, fire water and compressed air.

Summary of Transactions

A summary of revenue and expense transactions with PBF Holding, including expenses directly charged and allocated to TVPC, is as follows:
 
Three Months Ended March 31,
 
2018
 
2017
Revenues
$
19,097

 
$
17,828

Operating and maintenance expenses
475

 
475

General and administrative expenses
213

 
213


6. SUBSEQUENT EVENTS

TVPC has evaluated subsequent events through the date that this report was available to be issued, May 3, 2018, and determined that there were no subsequent events requiring recognition or disclosure in the accompanying condensed financial statements and notes to the condensed financial statements.



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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following information concerning our results of operations and financial condition should be read in conjunction with the financial statements and accompanying notes to the condensed financial statements.

Overview

We are a Delaware limited liability company that owns and operates the San Joaquin Valley Pipeline system, which supports PBF Holding’s Torrance Refinery. The Torrance Valley Pipeline consists of the M55, M1 and M70 pipeline systems, including pipeline stations with storage capacity and truck unloading capability.

PBF Holding, a Delaware LLC, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. PBF Holding is a wholly-owned subsidiary of PBF Energy Company LLC (“PBF LLC”). PBF LLC is a holding company, whose assets consist of ownership interest in PBF Holding and its consolidated subsidiaries and PBFX and its subsidiaries. We are a subsidiary of PBFX. PBF LLC, PBF Holding and PBFX are considered affiliate companies of ours for accounting purposes.

On July 1, 2016, PBF LLC, through its ownership of PBF Holding, acquired from ExxonMobil Oil Corporation and Mobil Pacific Pipeline Company the Torrance Refinery and related logistical assets, including the Torrance Valley Pipeline (the “TVPC Acquisition”). On August 31, 2016, PBFX, through its wholly-owned subsidiary, PBFX Operating Company LLC (“PBFX Op Co”), acquired from PBF Holding, a 50% equity interest in us. Subsequently, PBFX Op Co became our sole managing member. As this transaction was between affiliate companies, the transfer of the 50% ownership is accounted for as a reorganization of entities under common control under U.S. generally accepted accounting principles (“GAAP”).

Business Strategies

We continue to focus on the following strategic areas:

Maintain Safe, Reliable and Efficient Operations. We are committed to maintaining and improving the safety, reliability, environmental compliance and efficiency of our operations. We seek to improve operating performance through our commitment to our preventive maintenance program and to employee training and development programs. We will continue to emphasize safety in all aspects of our operations. We believe these objectives are integral to maintaining stable cash flows and are critical to the success of our business.
Generate Stable, Fee-Based Cash Flow. We believe our long-term, fee-based logistics contracts provide us with stable, predictable cash flows. We generate a majority of our revenue from PBF Energy under commercial agreements which include minimum quarterly volume commitments, minimum storage commitments, inflation escalators and initial terms of ten years.

How We Evaluate Our Operations

Our management uses a variety of financial and operating metrics to analyze our business. These metrics are significant factors in assessing our operating results and profitability and include but are not limited to volumes, including pipeline throughput and storage capacity and operating and maintenance expenses.

Volumes. The amount of revenue we generate primarily depends on the volumes of crude oil that we throughput at our pipeline operations and our available storage capacity. These volumes are primarily affected by the supply of and demand for crude oil in the markets served directly or indirectly by our assets. Although PBF Energy has committed to minimum volumes under the commercial agreements described above, our results of operations will be impacted by:


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PBF Energy’s utilization of our assets in excess of the minimum volume commitments (“MVCs”);
our ability to identify and execute organic expansion projects, and capture PBF Energy’s incremental volumes or third-party volumes; and
our ability to increase throughput volumes at our facilities and provide additional ancillary services at those pipelines.

Operating and Maintenance Expenses. Our management seeks to maximize the profitability of our operations by effectively managing operating and maintenance expenses. These expenses are comprised primarily of labor expenses, outside contractor expenses, utility costs, and repairs and maintenance. These expenses generally remain relatively stable across broad ranges of throughput volumes but can fluctuate from period to period depending on the mix of activities performed during that period and the timing of these expenses. We will seek to manage our maintenance expenditures on our assets by scheduling maintenance over time to avoid significant variability in our maintenance expenditures and to minimize their impact on our cash flow.

Other Factors That Will Significantly Affect Our Results

Supply and Demand for Crude Oil. We generate a majority of our revenue by charging fees for receiving, handling, transferring, storing and throughputting crude oil. The majority of our revenues are derived from fee-based commercial agreements with PBF Energy’s Torrance Refinery with initial terms of ten years and including MVCs, which enhance the stability of our cash flows. The volume of crude oil that is throughput depends substantially on PBF Energy’s refining margins. Refining margins are greatly dependent upon the price of crude oil or other refinery feedstocks, the price of refined products and the price of natural gas.

Factors driving the prices of petroleum-based commodities include supply and demand in crude oil, gasoline and other refined products. Supply and demand for these products depend on numerous factors outside of our control, including changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, production levels, logistics constraints, availability of imports, marketing of competitive fuels, crude oil price differentials and government regulation.

























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Results of Operations

A discussion and analysis of the factors contributing to our results of operations is presented below. The condensed financial statements, together with the following information, are intended to provide investors with a reasonable basis for assessing our historical operations, but should not serve as the only criteria for predicting our future performance.

Combined Overview . The following tables summarize our results of operations and financial data for the three months ended March 31, 2018 and 2017, respectively. The following data should be read in conjunction with our condensed financial statements and the notes thereto included elsewhere in this document.
 
Three Months Ended March 31,
 
2018
 
2017
 
(in thousands)
Revenue:
 
 
 
Affiliate
$
19,097

 
$
17,828

Third-party
18

 
13

Total revenue
19,115

 
17,841

 
 
 
 
Costs and expenses:
 
 
 
Operating and maintenance expenses
8,348

 
7,966

General and administrative expenses
213

 
213

Depreciation and amortization
2,723

 
2,729

Total costs and expenses
11,284

 
10,908

 
 
 
 
Net income
$
7,831

 
$
6,933


Summary. Our net income for the three months ended March 31, 2018 increased approximately $0.9 million, or 13.0%, to $7.8 million from $6.9 million for the three months ended March 31, 2017. The increase in net income was primarily due to the following:

an increase in revenue of approximately $1.3 million, or 7.1%, to $19.1 million, which was primarily attributable to an increase in ancillary fees charged to the customer (approximately $0.4 million) and the January 1, 2018 inflation rate adjustments implemented in accordance with our commercial agreements (approximately $0.3 million). The remaining increase is attributable to an increase in throughput among all of our assets;
partially offset by the following:
an increase in operating and maintenance expenses of approximately $0.4 million, or 4.8%, which was primarily attributable to an increase in salaries (approximately $0.2 million), property tax (approximately $0.3 million), maintenance (approximately $0.4 million) and energy costs (approximately $0.7 million), partially offset by a reduction in outside services (approximately $1.2 million).
General and administrative expenses remained consistent at approximately $0.2 million for both the three months ended March 31, 2018 and 2017.
Depreciation and amortization expenses remained consistent at approximately $2.7 million for both the three months ended March 31, 2018 and 2017.



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Liquidity and Capital Resources

Our sources of liquidity primarily consist of cash flows from operations and we expect that cash flows from operations will be adequate to provide for our short-term and long-term liquidity needs. Our ability to meet our capital requirements, including capital expenditures and distributions, will depend on our future operating performance which, in turn, will be subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond our control.

We intend to continue to pay, at least quarterly, distributions to our members in accordance with our LLC agreement. During the three months ended March 31, 2018, we distributed $5.0 million to each of our members.

Cash Flows

The following table sets forth our cash flows for the periods indicated:
 
Three Months Ended March 31,
 
2018
 
2017
 
(in thousands)
Net cash provided by operating activities
$
13,085

 
$
17,355

Net cash used in investing activities
(54
)
 
(57
)
Net cash used in financing activities
(9,614
)
 
(6,488
)
Net change in cash and cash equivalents
$
3,417

 
$
10,810


Cash Flows from Operating Activities

Net cash provided by operating activities decreased approximately $4.3 million to $13.1 million for the three months ended March 31, 2018 compared to $17.4 million for the three months ended March 31, 2017. The decrease in net cash provided by operating activities was primarily the result of net income and non-cash charges relating to depreciation and amortization of approximately $10.6 million for the three months ended March 31, 2018, compared to approximately $9.7 million for the three months ended March 31, 2017 and a net decrease in the net changes in operating assets and liabilities of approximately $5.2 million primarily driven by the timing of collection of accounts receivables and liability payments.

Cash Flows from Investing Activities

Net cash used in investing activities remained consistent at approximately $0.1 million for both the three months ended March 31, 2018 and 2017.

Cash Flows from Financing Activities

Net cash used in financing activities increased approximately $3.1 million to $9.6 million for the three months ended March 31, 2018 compared to $6.5 million for the three months ended March 31, 2017. The increase in net cash used in financing was primarily the result of distributions to members of approximately $10.0 million for the three months ended March 31, 2018 compared to distributions to members of approximately $6.9 million for the three months ended March 31, 2017.

Capital Expenditures

Our capital requirements have consisted of and are expected to continue to consist of maintenance capital expenditures, expansion capital expenditures and regulatory capital expenditures. Maintenance capital expenditures


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are expenditures made to maintain our long-term operating income or operating capacity. Expansion capital expenditures are expenditures incurred for acquisitions or capital improvements that we expect will increase our operating income or operating capacity over the long term. Regulatory capital expenditures are expenditures made to attain or maintain compliance with regulatory standards. For the three months ended March 31, 2018, our capital expenditures of $0.1 million were primarily incurred for the maintenance of the Torrance Valley Pipeline. For the three months ended March 31, 2017, our capital expenditures of $0.1 million were primarily incurred for the maintenance of the Torrance Valley Pipeline.

We currently expect to spend up to an aggregate of approximately $8.0 million during 2018 for capital expenditures, the majority of which will relate to maintenance or regulatory capital expenditures. We anticipate the forecasted maintenance capital expenditures will be funded primarily with cash from operations.

Contractual Obligations

There have been no significant changes in our obligations since those reported in our 2017 Annual Report. Refer to Note 4 “Commitments and Contingencies” in our notes to the condensed financial statements for additional information regarding our obligations.

Off-Balance Sheet Arrangements

We have not entered into any transactions, agreements or other contractual arrangements that would result in off-balance sheet liabilities.

Environmental and Other Matters

Environmental Regulation
 
Our operations are subject to extensive and frequently changing federal, state and local laws, regulations and ordinances relating to the protection of the environment. Among other things, these laws and regulations govern the emission or discharge of pollutants into or onto the land, air and water, the handling and disposal of solid and hazardous wastes and the remediation of contamination. As with the industry generally, compliance with existing and anticipated environmental laws and regulations increases our overall cost of business, including our capital costs to develop, maintain, operate and upgrade equipment and facilities. While these laws and regulations affect our regulatory capital expenditures and net income, we believe they do not necessarily affect our competitive position, as the operations of our competitors are similarly affected. We believe our facilities are in substantial compliance with applicable environmental laws and regulations. However, these laws and regulations are subject to changes, or to changes in the interpretation of such laws and regulations, by regulatory authorities, and continued and future compliance with such laws and regulations may require us to incur significant expenditures. Additionally, violation of environmental laws, regulations and permits can result in the imposition of significant administrative, civil and criminal penalties, injunctions limiting our operations, investigatory or remedial liabilities or construction bans or delays in the development of additional facilities or equipment. Furthermore, a release of hydrocarbons or hazardous substances into the environment could, to the extent the event is not insured, subject us to substantial expenses, including costs to comply with applicable laws and regulations and to resolve claims by third parties for personal injury or property damage, or by the U.S. federal government or state governments for natural resources damages. These impacts could directly and indirectly affect our business and have an adverse impact on our financial position, results of operations and liquidity. We cannot currently determine the amounts of such future impacts.

Environmental Liabilities

Contaminations resulting from spills of crude oil or petroleum products are not unusual within the petroleum terminaling or transportation industries. Historic spills at truck and rail racks, and terminals as a result of past operations have resulted in contamination of the environment, including soils and groundwater.


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As of March 31, 2018, we have recorded a total liability related to environmental remediation costs of $0.2 million related to the Torrance Valley Pipeline. Refer to Note 4 “Commitments and Contingencies” in our notes to the condensed financial statements.


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