EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 

FIFTH AMENDMENT TO 

SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT 

THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”) is made and
entered into as of May 26, 2017 (the “Effective Date”) by and among ARC LOGISTICS PARTNERS LP, a Delaware limited partnership (the “MLP”), ARC LOGISTICS LLC, a Delaware limited
liability company (the “Parent”), ARC TERMINALS HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), certain other Affiliates of the Borrower party hereto and the Lenders party
hereto. 
 W I T N E S S E T H: 

WHEREAS, the MLP, the Parent, the Borrower, the several banks and other financial institutions and lenders from time to time party
thereto (the “Lenders”) and SunTrust Bank, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), are parties to that certain Second Amended and Restated Revolving
Credit Agreement, dated as of November 12, 2013 (as amended by that certain First Amendment to Second Amended and Restated Revolving Credit Agreement and Amended and Restated Guaranty and Security Agreement, dated as of January 21, 2014,
that certain Second Amendment to Second Amended and Restated Revolving Credit Agreement, dated as of April 13, 2015, that certain Third Amendment to Second Amended and Restated Revolving Credit Agreement, dated as of July 14, 2015, that
certain Fourth Amendment to Second Amended and Restated Revolving Credit Agreement, dated as of June 29, 2016 and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement, as amended hereby), pursuant to which the Lenders have made certain financial accommodations
available to the Borrower; 
 WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent amend certain
provisions of the Credit Agreement, and subject to the terms and conditions hereof, the Lenders are willing to do so. 
 NOW,
THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are acknowledged, the parties hereto agree as follows: 

Section 1.    Amendment to Credit Agreement. Upon satisfaction of the conditions set forth in
Section 2 hereof, Section 6.1 of the Credit Agreement is hereby amended and restated in its entirety so as to read as follows: 

“Section 6.1    Total Leverage Ratio. The MLP
and its Restricted Subsidiaries will maintain, as of the last day of each Fiscal Quarter, commencing with the Fiscal Quarter ending on December 31, 2013, a Total Leverage Ratio of not greater than 4.50:1.00; provided that
(i) if the Borrower or any of its Restricted Subsidiaries consummates any Material Acquisition, then the maximum permitted Total Leverage Ratio shall be increased to 5.00:1.00 from and including the first day of the Fiscal Quarter
in which such Material Acquisition occurs to and including (x) in the case of any Material Acquisition other than the Pawnee Acquisition, the last day of the second full Fiscal Quarter thereafter, and (y) in the
case of the Pawnee Acquisition, the last day of the Fiscal Quarter ending September 30, 2017 (which increase shall remain in effect through the last day of such Fiscal Quarter ending September 30, 2017
regardless of whether another Material Acquisition is consummated on or prior to such date), and shall, in each case, be decreased to 4.50:1.00 for each Fiscal Quarter thereafter (unless otherwise increased pursuant to this proviso); and
(ii) if any Loan Party incurs any Qualified  







 
Senior Notes in an outstanding aggregate principal amount of more than $200,000,000 (excluding capitalized or
“paid-in-kind” interest or fees) at any time, then the maximum permitted Total Leverage Ratio shall be increased to 5.00:1.00 from and including the first day
of the Fiscal Quarter in which such incurrence of Qualified Senior Notes occurs and for each Fiscal Quarter thereafter.” 

Section 2.    Conditions to Effectiveness of this Amendment. Notwithstanding any other provision of
this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective, and the Borrower shall have no rights under this Amendment, until the date on which
the following conditions have been satisfied or duly waived (the “Fifth Amendment Effective Date”): 

(a)    the Administrative Agent shall have received (i) an amendment fee in the amount of 0.05% of the Revolving
Commitments as of the Fifth Amendment Effective Date of the Lenders that consent to this Amendment, to be applied pro rata among such Lenders and (ii) reimbursement or payment of its costs and expenses incurred in connection with this Amendment
and the Credit Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Administrative Agent); and 

(b)    the Administrative Agent shall have received each of the following documents: 

(i)    executed counterparts to this Amendment from each of (i) the Loan Parties and (ii) the
Required Lenders; and 
 (ii)    a certificate of good standing or existence, as may be available from
the Secretary of State (or equivalent thereof) of the jurisdiction of organization of each Loan Party. 

Section 3.    Representations and Warranties. To induce the Lenders and the Administrative Agent to
enter into this Amendment, each Loan Party hereby represents and warrants to the Lenders and the Administrative Agent that: 

(a)    each of the Loan Parties (i) is duly organized, validly existing and in good standing as a corporation,
partnership or limited liability company, as applicable, under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to carry on its business as now conducted and (iii) is duly qualified to do
business, and is in good standing, in each jurisdiction where such qualification is required, except where a failure to be so qualified would not reasonably be expected to result in a Material Adverse Effect; 

(b)    the execution, delivery and performance by each Loan Party of this Amendment are within such Loan Party’s
organizational powers and have been duly authorized by all necessary organizational, and, if required, shareholder, partner or member, action; 

(c)    the execution, delivery and performance by the Loan Parties of this Amendment (i) do not require any consent
or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect and except for the failure of which to obtain could not reasonably be expected to
have a Material Adverse Effect, (ii) will not violate any Requirement of Law applicable to any Loan Party or any of its Restricted Subsidiaries or any judgment, order or ruling of any Governmental Authority where such violation could reasonably
be expected to have a Material Adverse Effect, (iii) will not violate or result in a default under any Contractual Obligation of any Loan Party or any of its Restricted Subsidiaries or any of its assets or give rise to a right thereunder to
require any payment to be made by any Loan Party or any of its Restricted 







 
Subsidiaries where such a violation, default or payment could reasonably be expected to have a Material Adverse Effect and (iv) will not result in the creation or imposition of any Lien on
any asset of any Loan Party or any of its Restricted Subsidiaries, except Liens (if any) created under the Loan Documents; 

(d)    this Amendment has been duly executed and delivered for the benefit of or on behalf of each Loan Party and
constitutes a valid and binding obligation of such Loan Party, enforceable against it in accordance with its terms except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally and by general principles of equity; and 
 (e)    immediately after giving effect to
this Amendment, (i) the representations and warranties of the Loan Parties set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects (other than those representations and warranties that are
expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties are true and correct in all respects), except to the extent any such representation or warranty is stated to relate solely to an
earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, and (ii) no Default or Event of Default has occurred and is continuing. 

Section 4.    Reaffirmations and Acknowledgments. 

(a)    Ratification of Obligations. Each Loan Party hereby ratifies the Credit Agreement and the other Loan
Documents to which it is a party and acknowledges and reaffirms (i) that it is bound by all terms of the Credit Agreement, as amended hereby, and the other Loan Documents applicable to it and (ii) that it is responsible for the observance
and full performance of its respective Obligations. 
 (b)    Reaffirmation of Guaranty. Each Guarantor hereby
consents to the execution and delivery by the Borrower of this Amendment and the consummation of the transactions described herein and agrees that the terms hereof shall not affect in any way its obligations and liabilities under the Loan Documents
(as amended and otherwise expressly modified hereby), all of which obligations and liabilities shall remain in full force and effect and each of which is hereby reaffirmed (as amended and otherwise expressly modified hereby). Each Guarantor hereby
jointly and severally ratifies and confirms the terms of the Guaranty and Security Agreement with respect to the Indebtedness now or hereafter outstanding under the Credit Agreement, as amended hereby, and all promissory notes issued thereunder.
Each Guarantor hereby acknowledges that, notwithstanding anything to the contrary contained herein or in any other document evidencing any indebtedness of the Borrower to the Lenders or any other obligation of the Borrower, or any actions now or
hereafter taken by the Lenders with respect to any obligation of the Borrower, the Guaranty and Security Agreement is and shall continue to be (i) a primary obligation of such Guarantor, (ii) an absolute, unconditional, joint and several,
continuing and irrevocable guaranty of payment, and (iii) in full force and effect in accordance with its terms. Nothing contained herein to the contrary shall release, discharge, modify, change or affect the original liability of any Guarantor
under the Guaranty and Security Agreement. 
 (c)    Acknowledgment of Perfection of Security Interest. Each Loan
Party hereby acknowledges and reaffirms that, as of the date hereof, the security interests and Liens granted to the Administrative Agent pursuant to the Guaranty and Security Agreement and the other Collateral Documents are in full force and
effect, are properly perfected and are enforceable in accordance with the terms of the Guaranty and Security Agreement and the other Collateral Documents. 

Section 5.    Effect of Amendment. Except as set forth expressly herein, all terms of the Credit
Agreement, as amended hereby, and the other Loan Documents shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of the Borrower to the








 
Lenders and the Administrative Agent. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Lenders under the Credit
Agreement, nor constitute a waiver of any provision of the Credit Agreement. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement. 

Section 6.    Governing Law. This Amendment shall be governed by, and construed in accordance with, the
law of the State of New York and all applicable federal law of the United States of America. 

Section 7.    No Novation. This Amendment is not intended by the parties to be, and shall not be
construed to be, a novation of the Credit Agreement or an accord and satisfaction in regard thereto. 

Section 8.    Costs and Expenses. The Borrower agrees to pay the costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery of this Amendment in accordance with Section 10.3 of the Credit Agreement. 

Section 9.    Counterparts. This Amendment may be executed by one or more of the parties hereto in any
number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile transmission
or by electronic mail in pdf form shall be as effective as delivery of a manually executed counterpart hereof. 

Section 10.    Binding Nature. This Amendment shall be binding upon and inure to the benefit of the
parties hereto, their respective successors, successors-in-titles and assigns. 

Section 11.    Entire Understanding. This Amendment sets forth the entire understanding of the parties
with respect to the matters set forth herein, and shall supersede any prior negotiations or amendments, whether written or oral, with respect thereto. 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective authorized officers as of the day and year first above written. 
  

	
	 ARC TERMINALS HOLDINGS LLC

	
	 By: Arc Logistics LLC, its sole member

	
	       By: Arc Logistics Partners LP, its sole member

	
	             By: Arc Logistics GP LLC,
its general partner



  

			
	 By:
	 	 /s/ BRADLEY K.
OSWALD



 
			
	Name:	 	Bradley Oswald
	Title:	 	Senior Vice President, Chief Financial Officer and Treasurer


  

			
	ARC LOGISTICS PARTNERS LP
	
	By: Arc Logistics GP LLC, its general partner
		
	By:	 	 /s/ BRADLEY K.
OSWALD



 
			
	Name:	 	Bradley Oswald
	Title:	 	Senior Vice President, Chief Financial Officer and Treasurer


  

			
	ARC LOGISTICS LLC
	
	By: Arc Logistics Partners LP, its sole member
	
	      By: Arc Logistics GP LLC, its general partner
		
	By:	 	 /s/ BRADLEY K.
OSWALD



 
			
	Name:	 	Bradley Oswald
	Title:	 	Senior Vice President, Chief Financial Officer and Treasurer



  
 [Signature Page to Fifth
Amendment] 








 
											
	ARC TERMINALS NEW YORK HOLDINGS, LLC
		
	By:	 	Arc Terminals Holdings LLC, its sole member
			
		 	By:	 	Arc Logistics LLC, its sole member
				
		 		 	By:	 	Arc Logistics Partners LP, its sole member
					
		 		 		 	By:	 	 Arc Logistics GP LLC,
 its
general partner



  

			
	By:	 	 /s/ BRADLEY K.
OSWALD



 
			
	Name:	 	Bradley Oswald
	Title:	 	Senior Vice President, Chief Financial Officer and Treasurer


  

											
	ARC TERMINALS MOBILE HOLDINGS, LLC
		
	By:	 	Arc Terminals Holdings LLC, its sole member
			
		 	By:	 	Arc Logistics LLC, its sole member
				
		 		 	By:	 	Arc Logistics Partners LP, its sole member
					
		 		 		 	By:	 	 Arc Logistics GP LLC,
 its
general partner



  

			
	By:	 	 /s/ BRADLEY K.
OSWALD



 
			
	Name:	 	Bradley Oswald
	Title:	 	Senior Vice President, Chief Financial Officer and Treasurer



  
 [Signature Page to Fifth
Amendment] 








 
											
	ARC TERMINALS MISSISSIPPI HOLDINGS LLC
		
	By:	 	Arc Terminals Holdings LLC, its sole member
			
		 	By:	 	Arc Logistics LLC, its sole member
				
		 		 	By:	 	Arc Logistics Partners LP, its sole member
					
		 		 		 	By:	 	 Arc Logistics GP LLC,

its general partner



  

			
	By:	 	 /s/ BRADLEY K.
OSWALD



 
			
	Name:	 	Bradley Oswald
	Title:	 	Senior Vice President, Chief Financial Officer and Treasurer


  

											
	ARC TERMINALS COLORADO HOLDINGS LLC
		
	By:	 	Arc Terminals Holdings LLC, its sole member
			
		 	By:	 	Arc Logistics LLC, its sole member
				
		 		 	By:	 	Arc Logistics Partners LP, its sole member
					
		 		 		 	By:	 	 Arc Logistics GP LLC,

its general partner



  

			
	By:	 	 /s/ BRADLEY K.
OSWALD



 
			
	Name:	 	Bradley Oswald
	Title:	 	Senior Vice President, Chief Financial Officer and Treasurer



  
 [Signature Page to Fifth
Amendment] 








 
											
	ARC TERMINALS PENNSYLVANIA HOLDINGS LLC
		
	By:	 	Arc Terminals Holdings LLC, its sole member
			
		 	By:	 	Arc Logistics LLC, its sole member
				
		 		 	By:	 	Arc Logistics Partners LP, its sole member
					
		 		 		 	By:	 	 Arc Logistics GP LLC,

its general partner



  

			
	By:	 	 /s/ BRADLEY K.
OSWALD



 
			
	Name:	 	Bradley Oswald
	Title:	 	Senior Vice President, Chief Financial Officer and Treasurer



  
 [Signature Page to Fifth
Amendment] 








 
			
	LENDERS:
	
	SUNTRUST BANK,
	    as Administrative Agent and as a Lender
		
	By:	 	 /s/ CARMEN
MALIZIA



 
			
	Name:	 	Carmen Malizia
	Title:	 	Director



  
 [Signature Page to Fifth
Amendment] 








 
					
	LENDERS:	 	
		
	 Bank Midwest, A Division of NBH Bank
	 	,
	as a Lender	 	
			
	By:	 	 /s/ SARAH E. BURCHETT
	 	


 
					
	Name:	 	Sarah E. Burchett	 	
	Title:	 	Managing Director	 	



  
 [Signature Page to Fifth
Amendment] 








 
					
	LENDERS:	 	
		
	 Barclays Bank PLC
	 	,
	as a Lender	 	
			
	By:	 	 /s/ CHRISTOPHER AITKIN
	 	


 
					
	Name:	 	Christopher Aitkin	 	
	Title:	 	Assistant Vice President	 	



  
 [Signature Page to Fifth
Amendment] 








 
					
	LENDERS:	 	
		
	 BRANCH BANKING AND TRUST COMPANY
	 	,
	as a Lender	 	
			
	By:	 	 /s/ GREG KRABLIN    
	 	


 
					
	Name:	 	Greg Krablin	 	
	Title:	 	Vice President	 	



  
 [Signature Page to Fifth
Amendment] 








 
					
	LENDERS:	 	
		
	CAPITAL ONE, NATIONAL ASSOCIATION,	 	
	as a Lender	 	
			
	By:	 	 /s/ STUART GIBSON    
	 	


 
					
	Name:	 	Stuart Gibson	 	
	Title:	 	Managing Director	 	



  
 [Signature Page to Fifth
Amendment] 








 
			
	LENDERS:
	
	 CIT BANK, N.A.,
 as a
Lender



 
			
		
	By:	 	 /s/ STEWART
MCLEOD



 
			
	Name:	 	Stewart McLeod
	Title:	 	Director



  
 [Signature Page to Fifth
Amendment] 








 
							
	LENDERS:
			
	Citibank, N.A.,	 		 	
	as a Lender


 
			
		
	By:	 	 /s/ THOMAS
BENAVIDES



 
			
	Name:	 	Thomas Benavides
	Title:	 	Director



  
 [Signature Page to Fifth
Amendment] 








 
					
	LENDERS:
		
	 Regions Bank
	 	,
	as a Lender	 	


 
					
		
	By:	 	 /s/ KAREEM
MANSUR



 
					
	Name:	 	Kareem Mansur
	Title:	 	Vice President



  
 [Signature Page to Fifth
Amendment] 








 
			
	LENDERS:
	
	 ROYAL BANK OF CANADA,
 as a
Lender



 
			
		
	By:	 	 /s/ JAY T.
SARTAIN



 
			
	Name:	 	Jay T. Sartain
	Title:	 	Authorized Signatory



  
 [Signature Page to Fifth
Amendment] 








 
					
	LENDERS:
		
	 Wells Fargo Bank, N.A.
	 	,
	as a Lender


 
					
		
	By:	 	 /s/ ALAN W.
WRAY



 
					
	Name:	 	Alan W. Wray
	Title:	 	Managing Director



  
 [Signature Page to Fifth
Amendment]