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

Contribution Agreement

On February 15, 2017, PBF Logistics LP (the Partnership), a
consolidated subsidiary of PBF Energy Inc. (PBF Energy), entered
into a Contribution Agreement with PBF Energy Company LLC (PBF
LLC), a subsidiary of PBF Energy. to the Contribution Agreement,
PBF LLC has agreed to contribute to the Partnership all of the
issued and outstanding limited liability company interests of
Paulsboro Natural Gas Pipeline Company LLC (PNGPC). PNGPC is a
wholly-owned subsidiary of PBF Holding Company LLC (PBF Holding)
and 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’s 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, at closing, the Partnership
will deliver (i) an intercompany promissory note in an amount to be
determined based on the amounts expended through the closing date
with respect to the New Pipeline and the abandonment of the
existing line, (ii) an expansion rights and right of first refusal
agreement in favor of PBF LLC with respect to the New Pipeline and
(iii) an assignment and assumption agreement with respect to
certain outstanding litigation involving PNGPC and the existing
pipeline.

As part of the transactions contemplated by the Contribution
Agreement, PBF Holding, a wholly-owned subsidiary of PBF LLC, will
distribute all of the equity interests of PNGPC to PBF LLC
immediately prior to the contribution by PBF LLC to the
Partnership. The closing of the Contribution Agreement is subject
to customary closing conditions of the parties. In addition, in
connection with the closing, the parties and certain of their
affiliates will, among other things, enter into (i) a precedent
agreement requiring a firm transportation agreement be entered into
between PNGPC and the Paulsboro refinery with a minimum volume
commitment of 60,000 dekatherms per day, and having an initial term
of fifteen years; and (ii) amendments to the Partnerships existing
Fourth Amended and Restated Operation and Management Services
Agreement. The closing of the transactions contemplated by the
Contribution Agreement is expected to occur on or about February
28, 2017.

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 Conflicts Committee of the Board of Directors of PBF GP, which
is comprised of independent directors and was advised by Vinson
Elkins LLP, its legal counsel, approved the terms and conditions of
the Contribution Agreement.

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, which is filed as Exhibit 2.1 to this
Current Report on Form 8-K and incorporated herein by reference.
The Contribution Agreement contains representations and warranties
that the parties to the Contribution Agreement made solely for the
benefit of each other. The assertions embodied in such
representations and warranties are qualified by information
contained in disclosure schedules that the parties exchanged in
connection with signing the Contribution Agreement. In addition,
these representations and warranties (i) may be intended not as
statements of fact, but rather as a way of allocating risk to one
of the parties if those statements prove to be inaccurate, (ii) may
apply materiality standards different from what may be viewed as
material to investors and (iii) were made only as of the date of
the Contribution Agreement or as of such other date or dates as may
be specified in the Contribution Agreement. Moreover, information
concerning the subject matter of such representations and
warranties may change after the date of the Contribution Agreement,
which subsequent information may or may not be fully reflected in
the Partnerships public disclosures. Investors are urged not to
rely on such representations and warranties as characterizations of
the actual state of facts or circumstances at this time or any
other time.

Storage Services Agreement

On February 15, 2017, PBF Holding and the Partnerships wholly-owned
subsidiary, PBFX Operating Company LLC (PBFX Operating) entered
into a ten-year storage services agreement (the Chalmette Storage
Agreement) under which the Partnership, through PBFX Operating,
will provide storage services to PBF Holding upon the earlier of
November 1, 2017 and the completion of construction of a new tank
with a shell capacity of 625,000 barrels at PBF Holdings Chalmette
refinery. PBFX Operating and Chalmette Refining, L.L.C. (Chalmette
Refining) have entered into a twenty-year lease for the premises
upon which the tank will be located (the Lease) and a project
management agreement (the Project Management Agreement) to which
Chalmette Refining will manage the construction of the tank. The
Chalmette Storage Agreement can be extended by PBF Holding for two
additional five-year periods. Under the Chalmette Storage
Agreement, the Partnership will provide PBF Holding with storage
services in return for storage fees. The storage services require
the Partnership to accept, redeliver and store all products
tendered by PBF Holding in the tank and PBF Holding will pay a
monthly fee of $0.60 per barrel of shell capacity. The Lease can be
extended by PBFX Operating.

The Conflicts Committee of the Board of Directors of PBF GP, which
is comprised of independent directors and was advised by Vinson
Elkins LLP, its legal counsel, approved the terms and conditions of
the Chalmette Storage Agreement, the Project Management Agreement
and the Lease.

The foregoing description is not complete and is subject to and
qualified in its entirety by reference to the full text of the
Chalmette Storage Agreement, the Project Management Agreement and
the Lease which are filed as Exhibits 10.1, 10.2 and 10.3 to this
Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits