PBF LOGISTICS LP (NYSE:PBFX) Files An 8-K Entry into a Material Definitive Agreement

Contribution Agreement

On February 28, 2017, PBF Logistics LP (the Partnership), a
consolidated subsidiary of PBF Energy Inc. (PBF Energy), closed the
previously announced transaction contemplated by the Contribution
Agreement dated as of February 15, 2017 between the Partnership and
PBF Energy Company LLC (PBF LLC), a subsidiary of PBF Energy. to
the Contribution Agreement, PBF LLC contributed to the
Partnership’s wholly owned subsidiary, PBFX Operating Company LLC
(PBFX Op Co), all of the issued and outstanding limited liability
company interests of Paulsboro Natural Gas Pipeline Company LLC
(PNGPC). PNGPC owns and operates an existing interstate natural gas
pipeline that originates in Delaware County, Pennsylvania, at an
interconnection with Texas Eastern pipeline that runs under the
Delaware River and terminates at the delivery point to PBF Holding
Company LLC’s (PBF Holding) refinery at Paulsboro, Gloucester
County, New Jersey, and is subject to regulation by the Federal
Energy Regulatory Commission (FERC). PNGPC has FERC approval for,
and is in the process of constructing, a new 24 pipeline (the New
Pipeline) to replace the existing pipeline, which will be
abandoned. In consideration for the PNGPC limited liability company
interests, the Partnership delivered (i) an $11.6 million
intercompany promissory note in favor of Paulsboro Refining Company
LLC, a wholly owned subsidiary of PBF Holding (the Promissory
Note), (ii) an expansion rights and right of first refusal
agreement in favor of PBF LLC with respect to the New Pipeline in
the form attached as an Exhibit to the Contribution Agreement and
(iii) an assignment and assumption agreement in the form attached
as an Exhibit to the Contribution Agreement with respect to certain
outstanding litigation involving PNGPC and the existing pipeline.

Each of the parties to the Contribution Agreement is a direct or
indirect subsidiary of PBF Energy. As a result, certain
individuals, including officers of PBF Energy and officers and
directors of PBF Logistics GP LLC (PBF GP), the general partner of
the Partnership, serve as officers and/or directors of one or more
of such entities. PBF Energy, through its consolidated
subsidiaries, currently (as of the date of this Current Report on
Form 8-K) owns 2,572,944 common units and 15,886,553 subordinated
units of the Partnership, collectively representing a 44.2% limited
partner interest in the Partnership based on the number of common
units and subordinated units outstanding. PBF Energy also
indirectly owns the general partner interest in the Partnership,
through its control and ownership of PBF GP, and all of the
Partnerships incentive distribution rights.

The foregoing description is not complete and is subject to and
qualified in its entirety by reference to the full text of the
Contribution Agreement, a copy of which was filed as Exhibit 2.1 to
the Partnership’s Current Report on Form 8-K filed on February 16,
2017 and incorporated herein by reference.

In addition, in connection with the consummation of the
transactions contemplated by the Contribution Agreement, the
Partnership or certain of its affiliates and PBF LLC or certain of
its affiliates, as applicable, entered into the following material
definitive agreements:

Fifth Amended and Restated Operation and Management Services and
Secondment Agreement

On February 28, 2017, PBF Holding, Delaware City Refining Company
LLC, Delaware City Terminaling Company LLC, Delaware Pipeline
Company LLC, Delaware City Logistics Company LLC, Toledo
Terminaling Company LLC, Toledo Refining Company LLC, Torrance
Refining Company LLC, Torrance Logistics Company LLC, PBFX Op Co,
Paulsboro Refining Company LLC, PNGPC, Chalmette Refining L.L.C.,
the Partnership and PBF GP entered into the Fifth Amended and
Restated Operation and Management Services and Secondment Agreement
(the Fifth AR Services Agreement) to govern the provision of
seconded employees to or from PBF Holding, the Partnership and its
affiliates as applicable. The Fifth AR Services Agreement also
governs the use of certain facilities of the parties by the various
entities and the services to be provided by the seconded employees
to allow the Partnership to perform its obligations under its
commercial agreements. The Fifth AR Services Agreement incorporates
the PNGPC natural gas pipeline and the Chalmette storage tank into
its provisions and increases the annual fee to be paid by the
Partnership from $6.4 million to $6.7 million and includes an
interim monthly fee with respect to PNGPC’s existing pipeline. All
annual fees to be paid to the Fifth AR Services Agreement are
indexed for inflation.

The foregoing description is not complete and is subject to and
qualified in its entirety by reference to the full text of the
Fifth AR Services Agreement, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by reference.

Intercompany Promissory Note

On February 28, 2017, PNGPC entered into the Promissory Note. The
Promissory Note, including accrued interest, is due on the later of
October 1, 2017 or the date upon which the New Pipeline is
completed and the existing pipeline is abandoned and removed. The
outstanding principal shall bear interest at a rate equal to the
lesser of (i) the per annum rate charged on the Partnership’s five
year $360.0 million revolving credit facility and (ii) eight
percent (8%) per annum.

The foregoing description is not complete and is subject to and
qualified in its entirety by reference to the full text of the
Promissory Note, which is filed as Exhibit 10.2 to this Current
Report on Form 8-K and incorporated herein by reference.

The description in Item 1.01 above of the completion of the
transactions set forth in the Contribution Agreement, a copy of
which was filed as Exhibit 2.1 to the Partnership’s Current Report
on Form 8-K filed on February 16, 2017 and incorporated herein by
reference.

The information required by Item 2.03 relating to the Promissory
Note is contained in Item 1.01 of this Current Report on Form 8-K
above and is incorporated herein by reference.

(d) Exhibits