EX-4.1



 Exhibit 4.1 

EXECUTION VERSION 
  

 
  

 
 PBF LOGISTICS LP

 PBF LOGISTICS FINANCE CORPORATION 

AND EACH OF THE GUARANTORS PARTY HERETO 

6.875% SENIOR NOTES DUE 2023 
  

 
 INDENTURE 

Dated as of May 12, 2015 
  

 
 DEUTSCHE BANK
TRUST COMPANY AMERICAS, 
 as Trustee 
  

 
  

 







 CROSS-REFERENCE TABLE* 
  

									
	 Trust Indenture

Act Section
	  	Indenture Section	 
	 310(a)(1)
	  				  	 	7.10	  
	 (a)(2)
	  				  	 	7.10	  
	 (a)(3)
	  				  	 	N.A.	  
	 (a)(4)
	  				  	 	N.A.	  
	 (a)(5)
	  				  	 	7.10	  
	 (b)
	  				  	 	7.10	  
	 311(a)
	  				  	 	7.11	  
	 (b)
	  				  	 	7.11	  
	 312(a)
	  				  	 	2.05	  
	 (b)
	  				  	 	12.03	  
	 (c)
	  				  	 	12.03	  
	 313(a)
	  				  	 	7.06	  
	 (b)(1)
	  				  	 	N.A.	  
	 (b)(2)
	  				  	 	7.06; 7.07	  
	 (c)
	  				  	 	7.06; 12.02	  
	 (d)
	  				  	 	7.06	  
	 314 (a)(4)
	  				  	 	4.04; 12.05	  
	 (b)
	  				  	 	N.A	  
	 (c)(1)
	  	 	12.05	  	  	 	12.04	  
	 (c)(2)
	  	 	12.05	  	  	 	12.04	  
	 (c)(3)
	  	 	12.05	  	  	 	N.A.	  
	 (d)
	  	 	12.05	  	  	 	N.A.	  
	 (e)
	  	 	N.A.	  	  	 	12.05	  
	 (f)
	  	 	N.A.	  	  	 	N.A.	  
	 315(a)
	  				  	 	N.A.	  
	 (b)
	  				  	 	N.A.	  
	 (c)
	  				  	 	N.A.	  
	 (d)
	  				  	 	N.A.	  
	 (e)
	  				  	 	N.A.	  
	 316(a)(last sentence)
	   
	  	 	2.06	  
	 (a)(1)(A)
	  				  	 	6.05	  
	 (a)(1)(B)
	  				  	 	6.04	  
	 (a)(2)
	  				  	 	N.A	  
	 (b)
	  				  	 	6.07	  
	 (c)
	  				  	 	2.12; 9.04	  
	 317(a)(1)
	   
	  	 	6.08	  
	 (a)(2)
	  				  	 	6.09	  
	 (b)
	  				  	 	2.04	  
	 318(a)
	   
	  	 	12.01	  
	 (b)
	  				  	 	N.A.	  
	 (c)
	  				  	 	12.01	  

 N.A. means not applicable. 
  

	*	This Cross Reference Table is not part of the Indenture. 








 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	ARTICLE 1	  
	
	 DEFINITIONS AND INCORPORATION

BY REFERENCE
	   
   

	Section 1.01	 	 Definitions.
	  	 	1	  
	Section 1.02	 	 Other Definitions
	  	 	25	  
	Section 1.03	 	 Incorporation by Reference of Trust Indenture Act
	  	 	25	  
	Section 1.04	 	 Rules of Construction
	  	 	26	  
	
	ARTICLE 2	  
	
	THE NOTES	  
	Section 2.01	 	 Form and Dating
	  	 	26	  
	Section 2.02	 	 Execution and Authentication
	  	 	27	  
	Section 2.03	 	 Registrar and Paying Agent
	  	 	27	  
	Section 2.04	 	 Paying Agent to Hold Money in Trust
	  	 	28	  
	Section 2.05	 	 Holder Lists
	  	 	28	  
	Section 2.06	 	 Transfer and Exchange
	  	 	28	  
	Section 2.07	 	 Replacement Notes
	  	 	39	  
	Section 2.08	 	 Outstanding Notes
	  	 	39	  
	Section 2.09	 	 Treasury Notes
	  	 	39	  
	Section 2.10	 	 Temporary Notes
	  	 	39	  
	Section 2.11	 	 Cancellation
	  	 	40	  
	Section 2.12	 	 Defaulted Interest
	  	 	40	  
	Section 2.13	 	 Issuance of Additional Notes
	  	 	40	  
	Section 2.14	 	 CUSIP Numbers.
	  	 	40	  
	
	ARTICLE 3	  
	
	REDEMPTION AND PREPAYMENT	  
	Section 3.01	 	 Notices to Trustee
	  	 	41	  
	Section 3.02	 	 Selection of Notes To Be Redeemed or Purchased
	  	 	41	  
	Section 3.03	 	 Notice of Redemption
	  	 	41	  
	Section 3.04	 	 Effect of Notice of Redemption
	  	 	42	  
	Section 3.05	 	 Deposit of Redemption or Purchase Price
	  	 	42	  
	Section 3.06	 	 Notes Redeemed or Purchased in Part
	  	 	43	  
	Section 3.07	 	 Optional Redemption
	  	 	43	  
	Section 3.08	 	 Mandatory Redemption
	  	 	44	  
	Section 3.09	 	 Offer to Purchase by Application of Excess Proceeds
	  	 	44	  
	
	ARTICLE 4	  
	
	COVENANTS	  
	Section 4.01	 	 Payment of Notes
	  	 	45	  
	Section 4.02	 	 Maintenance of Office or Agency
	  	 	45	  
	Section 4.03	 	 Reports
	  	 	46	  
	Section 4.04	 	 Compliance Certificate
	  	 	47	  
	Section 4.05	 	 Taxes
	  	 	47	  
	Section 4.06	 	 Stay, Extension and Usury Laws
	  	 	47	  


  
 -i- 









							
	 	 	 	  	Page	 
	Section 4.07	 	 Restricted Payments
	  	 	47	  
	Section 4.08	 	 Dividend and Other Payment Restrictions Affecting Subsidiaries
	  	 	50	  
	Section 4.09	 	 Incurrence of Indebtedness and Issuance of Disqualified Stock and Certain Preferred Stock
	  	 	52	  
	Section 4.10	 	 Asset Sales
	  	 	56	  
	Section 4.11	 	 Transactions with Affiliates.
	  	 	58	  
	Section 4.12	 	 Liens
	  	 	60	  
	Section 4.13	 	 Limitations on Finance Corp. Activities
	  	 	60	  
	Section 4.14	 	 Corporate Existence
	  	 	60	  
	Section 4.15	 	 Offer to Repurchase Upon Change of Control Triggering Event
	  	 	60	  
	Section 4.16	 	 Additional Guarantors
	  	 	62	  
	Section 4.17	 	 Designation of Restricted and Unrestricted Subsidiaries
	  	 	62	  
	Section 4.18	 	 Covenant Termination
	  	 	63	  
	
	ARTICLE 5	  
	
	SUCCESSORS	  
			
	Section 5.01	 	 Merger, Consolidation or Sale of Assets
	  	 	63	  
	Section 5.02	 	 Successor Person Substituted
	  	 	65	  
	
	ARTICLE 6	  
	
	DEFAULTS AND REMEDIES	  
	Section 6.01	 	 Events of Default
	  	 	66	  
	Section 6.02	 	 Acceleration
	  	 	67	  
	Section 6.03	 	 Other Remedies
	  	 	68	  
	Section 6.04	 	 Waiver of Acceleration and/or Past Defaults
	  	 	68	  
	Section 6.05	 	 Control by Majority
	  	 	68	  
	Section 6.06	 	 Limitation on Suits
	  	 	68	  
	Section 6.07	 	 Rights of Holders of Notes to Receive Payment
	  	 	69	  
	Section 6.08	 	 Collection Suit by Trustee
	  	 	69	  
	Section 6.09	 	 Trustee May File Proofs of Claim
	  	 	69	  
	Section 6.10	 	 Priorities
	  	 	69	  
	Section 6.11	 	 Undertaking for Costs
	  	 	70	  
	
	ARTICLE 7	  
	
	TRUSTEE	  
	Section 7.01	 	 Duties of Trustee
	  	 	70	  
	Section 7.02	 	 Rights of Trustee
	  	 	71	  
	Section 7.03	 	 Individual Rights of Trustee
	  	 	72	  
	Section 7.04	 	 Trustee’s Disclaimer
	  	 	72	  
	Section 7.05	 	 Notice of Defaults
	  	 	72	  
	Section 7.06	 	 Reports by Trustee to Holders of the Notes
	  	 	72	  
	Section 7.07	 	 Compensation and Indemnity
	  	 	73	  
	Section 7.08	 	 Replacement of Trustee
	  	 	73	  
	Section 7.09	 	 Successor Trustee by Merger, etc
	  	 	74	  
	Section 7.10	 	 Eligibility; Disqualification
	  	 	74	  
	Section 7.11	 	 Preferential Collection of Claims Against the Issuers
	  	 	74	  


  
 -ii- 









							
	 	 	 	  	Page	 
	
	ARTICLE 8	  
	
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	  
			
	Section 8.01	 	 Option to Effect Legal Defeasance or Covenant Defeasance
	  	 	74	  
	Section 8.02	 	 Legal Defeasance and Discharge
	  	 	75	  
	Section 8.03	 	 Covenant Defeasance
	  	 	75	  
	Section 8.04	 	 Conditions to Legal or Covenant Defeasance
	  	 	76	  
	Section 8.05	 	 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions
	  	 	77	  
	Section 8.06	 	 Repayment to the Issuers
	  	 	77	  
	Section 8.07	 	 Reinstatement
	  	 	77	  
	
	ARTICLE 9	  
	
	AMENDMENT, SUPPLEMENT AND WAIVER	  
			
	Section 9.01	 	 Without Consent of Holders of Notes
	  	 	78	  
	Section 9.02	 	 With Consent of Holders of Notes
	  	 	79	  
	Section 9.03	 	 Compliance with Trust Indenture Act
	  	 	80	  
	Section 9.04	 	 Revocation and Effect of Consents
	  	 	80	  
	Section 9.05	 	 Notation on or Exchange of Notes
	  	 	80	  
	Section 9.06	 	 Trustee to Sign Amendments, etc
	  	 	80	  
	
	ARTICLE 10	  
	
	NOTE SUBSIDIARY GUARANTEES	  
			
	Section 10.01	 	 Guarantee
	  	 	81	  
	Section 10.02	 	 Limitation on Guarantor Liability
	  	 	82	  
	Section 10.03	 	 Note Subsidiary Guarantee
	  	 	82	  
	Section 10.04	 	 Evidenced by Indenture; No Notation of Subsidiary Guarantee.
	  	 	82	  
	Section 10.05	 	 [Reserved]
	  	 	82	  
	Section 10.06	 	 Releases
	  	 	82	  
	
	ARTICLE 11	  
	
	SATISFACTION AND DISCHARGE	  
			
	Section 11.01	 	 Satisfaction and Discharge
	  	 	83	  
	Section 11.02	 	 Application of Trust Money
	  	 	84	  
	
	ARTICLE 12	  
	
	MISCELLANEOUS	  
			
	Section 12.01	 	 Trust Indenture Act Controls
	  	 	84	  
	Section 12.02	 	 Notices
	  	 	84	  
	Section 12.03	 	 Communication by Holders of Notes with Other Holders of Notes
	  	 	86	  
	Section 12.04	 	 Certificate and Opinion as to Conditions Precedent
	  	 	86	  
	Section 12.05	 	 Statements Required in Certificate or Opinion
	  	 	86	  
	Section 12.06	 	 Rules by Trustee and Agents
	  	 	87	  
	Section 12.07	 	 No Personal Liability of Directors, Officers, Employees and Unitholders and No Recourse to General Partner
	  	 	87	  
	Section 12.08	 	 Governing Law
	  	 	87	  


  
 -iii- 









							
	 	 	 	  	Page	 
	Section 12.09	 	 Waiver of Jury Trial
	  	 	87	  
	Section 12.10	 	 No Adverse Interpretation of Other Agreements
	  	 	87	  
	Section 12.11	 	 Successors
	  	 	87	  
	Section 12.12	 	 Severability
	  	 	87	  
	Section 12.13	 	 Counterpart Originals
	  	 	88	  
	Section 12.14	 	 PATRIOT Act
	  	 	88	  
	Section 12.15	 	 Table of Contents, Headings, etc
	  	 	88	  

 EXHIBITS 
  

			
	Exhibit A	  	FORM OF NOTE
	Exhibit B	  	FORM OF CERTIFICATE OF TRANSFER
	Exhibit C	  	FORM OF CERTIFICATE OF EXCHANGE
	Exhibit D	  	FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS


  
 -iv- 








 INDENTURE dated as of May 12, 2015 among PBF Logistics LP, a Delaware limited partnership
(“PBFX”), and PBF Logistics Finance Corporation (“Finance Corp.” and, together with PBFX, the “Issuers”), the Subsidiary Guarantors and Deutsche Bank Trust Company Americas, as trustee. 

The Issuers, the Subsidiary Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of
the Holders (as defined) of the 6.875% Senior Notes due 2023 (the “Notes”): 
 ARTICLE 1 

DEFINITIONS AND INCORPORATION 
 BY
REFERENCE 
 Section 1.01 Definitions. 

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the
Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

 “Acquired Debt” means, with respect to any specified Person: 

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted
Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person, but excluding
Indebtedness which is extinguished, retired or repaid in connection with such Person merging with or becoming a Restricted Subsidiary of such specific Person; and 

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person, but excluding Indebtedness which is
extinguished, retired or repaid in connection with such asset being acquired by such Person. 
 “Additional Hydrogen Plant”
means an additional hydrogen plant at the Delaware City refinery for the purpose of providing increased hydrogen for refining operations. 

“Additional Notes” means additional Notes (other than the applicable Initial Notes) issued under this Indenture in accordance
with Sections 2.02, 2.13 and 4.09 hereof, as part of the same series as the applicable Initial Notes. 
 “Affiliate” of any
specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this
definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings. 

“Agent” means any Registrar, co-registrar, Paying Agent, additional paying agent, Transfer Agent and Authentication Agent.

 “Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of: 

(1) 1.00% of the principal amount of the Note; and 







 (2) the excess of: (a) the present value at such Redemption Date of
(i) the Redemption Price of the Note at May 15, 2018 (such redemption price being described in Section 3.07(b)) plus (ii) all required interest payments due on the Note through May 15, 2018 (excluding accrued and unpaid
interest to, but excluding, the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of the Note. 

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note,
the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange. 
 “Asset
Sale” means: 
 (1) the sale, lease, conveyance or other disposition of any assets or rights; provided that the
sale, lease, conveyance or other disposition of all or substantially all of the assets of PBFX and its Restricted Subsidiaries taken as a whole will be governed by Section 4.15 hereof and/or Section 5.01 hereof and not by Section 4.10
hereof; and 
 (2) the issuance of Equity Interests in any of PBFX’s Restricted Subsidiaries or the sale of Equity
Interests in any of its Restricted Subsidiaries. 
 Notwithstanding the preceding, none of the following items will be deemed to be an Asset
Sale: 
 (1) any sale, assignment, lease, license, transfer, abandonment or other disposition of (A) damaged, worn-out,
unserviceable or other obsolete or excess equipment or other property or assets or (B) other property or assets no longer necessary for the proper conduct of the business of PBFX or any of its Subsidiaries; 

(2) any single transaction or series of related transactions that involves property or assets having a Fair Market Value of
less than $25.0 million; 
 (3) a transfer of properties or assets between or among PBFX and its Restricted Subsidiaries;

 (4) an issuance of Equity Interests by a Restricted Subsidiary of PBFX to PBFX or to a Restricted Subsidiary of PBFX; 

(5) the sale, lease or other disposition of products, equipment, services, accounts receivable, inventory or other properties
or assets in the ordinary course of business; 
 (6) the trade, sale, exchange or other disposition of cash or Cash
Equivalents, Hedging Obligations or other financial instruments; 
 (7) a Restricted Payment that does not violate
Section 4.07 hereof or a Permitted Investment; 
 (8) any lease of assets entered into in the ordinary course of
business and with respect to which PBFX or any Restricted Subsidiary of PBFX is the lessor and the lessee has no option to purchase such assets for less than fair market value at any time the right to acquire such asset occurs; 

(9) any trade or exchange by PBFX or any Restricted Subsidiary of properties or assets of any type for properties or
assets of any type owned or held by another Person, including any disposition of some or all of the Equity Interests of a Restricted Subsidiary, provided that the fair market value of the properties or assets traded or exchanged by PBFX or
such Restricted Subsidiary (together with any cash or Cash Equivalent together with the liabilities assumed) is reasonably equivalent to the fair market value of the properties or assets (together with any cash or Cash Equivalent together with
liabilities assumed) to be received by PBFX or such Restricted Subsidiary; and provided further that any cash received must be applied in accordance with Section 4.10 hereof; 

  
 -2- 








 (10) the disposition of assets received in settlement of debts accrued in the
ordinary course of business; 
 (11) the creation or perfection of a Lien that is not prohibited by Section 4.12 hereof;

 (12) surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of
any kind; 
 (13) the grant in the ordinary course of business of any non-exclusive license of patents, trademarks,
registrations therefor and other similar intellectual property; 
 (14) any disposition of defaulted receivables that arose
in the ordinary course of business for collection; 
 (15) the sale or other disposition of Capital Stock or Indebtedness of
an Unrestricted Subsidiary of PBFX; 
 (16) any disposition of property or assets pursuant to a condemnation, appropriation
or other similar taking, including, without limitation, by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a Permitted Lien or exercise by the related lienholder of rights with respect thereto, including, without
limitation, by deed or assignment in lieu of foreclosure; and 
 (17) any disposition of investments in Joint Ventures to the
extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements. 

“Attributable Debt” in respect of a sale-and-leaseback transaction means, at the time of determination, the present value
(discounted at the rate equal to the rate of interest implicit in such transactions, determined in accordance with GAAP) of the obligation of the lessee for net rental payments during the remaining term of the lease included in such
sale-and-leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. As used in the preceding sentence, “net rental payments” under any lease for any such period shall
mean the sum of rental and other payments required to be paid with respect to such period by the lessee thereunder, excluding any amounts required to be paid by such lessee on account of maintenance and repairs, insurance, taxes, assessments, water
rates, utilities, operating and labor costs and other items that do not constitute payment for property rights. In the case of any lease that is terminable by the lessee upon payment of penalty, such net rental payment shall also include the amount
of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated. Notwithstanding the foregoing, if such sale-and-leaseback transaction results in a Capital
Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation”. 

“Available Cash” has the meaning assigned to such term in the Partnership Agreement, as in effect on the Issue Date. 

“Bankruptcy Law” means Title 11, U.S. Code, as amended, or any similar federal or state law for the relief of debtors. 

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. The terms
“Beneficially Owns” and “Beneficially Owned” have a corresponding meaning. 
 “Board of
Directors” means: 
 (1) with respect to a corporation, the board of directors of the corporation or any committee
thereof duly authorized to act on behalf of such board; 

  
 -3- 








 (2) with respect to a partnership, the Board of Directors or Board of Managers of
the general partner of the partnership, or in the case of PBFX, the Board of Directors of the General Partner; 
 (3) with
respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and 

(4) with respect to any other Person, the board or committee of such Person serving a similar function. 

“Business Day” means any day other than a Legal Holiday. 

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect
of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the
first date upon which such lease may be prepaid by the lessee without payment of a penalty; provided that any obligations of PBFX or its Restricted Subsidiaries or of a special purpose or other entity not consolidated with PBFX and its
Restricted Subsidiaries (i) that were not or would not have been included on the consolidated balance sheet of PBFX as capital lease obligations on the Issue Date and (ii) that are subsequently recharacterized as capital lease obligations
of PBFX and its Restricted Subsidiaries on a consolidated basis due to a change in accounting treatment or otherwise after the Issue Date, may, in PBFX’s sole discretion, be deemed not to be treated as a Capital Lease Obligation or
Indebtedness. 
 “Capital Stock” means: 

(1) in the case of a corporation, corporate stock; 

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock; 
 (3) in the case of a partnership or limited liability company,
partnership interests (whether general or limited) or membership interests; and 
 (4) any other interest or participation
that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person; 
 but excluding from
all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock. 

“Cash Equivalents” means: 

(1) United States dollars; 

(2) Canadian dollars and other local or foreign currencies held by PBFX and/or any of its Restricted Subsidiaries from time to
time in the ordinary course of business; 
 (3) securities issued or fully guaranteed or insured by the United States
government or any agency or instrumentality thereof having maturities of not more than twenty-four (24) months from the date of acquisition thereof; 

(4) time deposits with, certificates of deposit, bankers’ acceptances or Eurodollar time deposits of, any commercial bank
that (a) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any
state thereof or the District of Columbia or any United States branch of a foreign bank, and is a member of the Federal Reserve System, (b) issues long term securities with a rating of at least A- (or the then-equivalent grade, in each case
with a stable outlook) by S&P and A3 (or the then-equivalent grade, in each case with a stable outlook) by Moody’s at the time of acquisition and (c) has combined capital and surplus of at least $250,000,000, in each case with
maturities of not more than twenty-four (24) months from the date of acquisition thereof; 

  
 -4- 








 (5) commercial paper of an issuer rated at least “A-2” (or the
then-equivalent grade) by S&P or “P-2” (or the then-equivalent grade) by Moody’s at the time of acquisition or guaranteed by a letter of credit issued by a financial institution rated at least A- (or the then-equivalent grade, in
each case with stable outlook) by S&P and A3 (or the then-equivalent grade, in each case with stable outlook) by Moody’s at the time of acquisition and such financial institution otherwise meets the requirements of subsections (a) and
(c) of clause (3) of this definition, in each case having a tenor of not more than twenty-four (24) months from the date of acquisition thereof; 

(6) taxable and tax-exempt municipal securities rated at least A- (or the then-equivalent grade) by S&P and A3 (or the
then-equivalent grade) by Moody’s, including variable rate municipal securities, having maturities or put rights of not more than twenty-four (24) months from the date of acquisition; 

(7) corporate or bank debt of an issuer rated at least A- (or the then-equivalent grade, in each case with a stable outlook) by
S&P and A3 (or the then-equivalent grade, in each case with stable outlook) by Moody’s at the time of acquisition and having maturities of not more than twenty-four (24) months from the date of acquisition; 

(8) repurchase agreements relating to any of the investments listed in clauses (1) through (7) above with a market
value at least equal to the consideration paid in connection therewith, with any Person who regularly engages in the business of entering into repurchase agreements and has a combined capital and surplus of not less than $250,000,000 whose long term
securities are rated at least A- (or the then-equivalent grade) by S&P and A3 (or the then-equivalent grade) by Moody’s at the time of acquisition; 

(9) asset-backed securities having as the underlying asset securities issued or guaranteed by the Federal Home Loan Mortgage
Corporation or the Federal National Mortgage Association rated at least A- (or the then-equivalent grade, in each case with stable outlook) by S&P and A3 (or the then-equivalent grade, in each case with case with stable outlook) by Moody’s
at the time of acquisition and having maturities of not more than twenty-four (24) months from the date of acquisition; and 

(10) Investments, classified in accordance with GAAP as current assets of PBFX or any of its Subsidiaries, in money market
mutual or similar funds having assets in excess of $100,000,000, at least 95% of the assets of which are comprised of assets specified in clauses (1) through (9) above of this definition. 

“Change of Control” means the occurrence of any of the following: 

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of PBFX and its Subsidiaries taken as a whole (unless immediately following such sale, lease, transfer, conveyance or other
disposition in compliance with this Indenture such assets are owned, directly or indirectly, by (A) PBFX or a Subsidiary of PBFX, (B) a Person controlled by PBFX or a Subsidiary of PBFX or (C) a Qualified Owner) to any
“person” (as that term is used in Section 13(d) of the Exchange Act); 
 (2) the adoption of a plan relating
to the liquidation or dissolution of PBFX or the removal of the General Partner by the limited partners of PBFX; or 
 (3)
the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” (as defined above), other than a Qualified Owner, becomes the Beneficial Owner, directly or
indirectly, of more than 50% of the Voting Stock of the General Partner, measured by voting power rather than number of shares. 

  
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 Notwithstanding the preceding, a conversion of PBFX from a limited partnership to a corporation,
limited liability company or other form of entity or an exchange of all of the outstanding limited partnership interests for capital stock in a corporation, for member interests in a limited liability company or for Equity Interests in such other
form of entity shall not constitute a Change of Control, so long as following such conversion or exchange either (i) the “persons” (as defined above) who Beneficially Owned the Capital Stock of PBFX immediately prior to such
transactions continue to Beneficially Own in the aggregate more than 50% of the Voting Stock of such entity, or continue to Beneficially Own sufficient Equity Interests in such entity to elect a majority of its directors, managers, trustees or other
persons serving in a similar capacity for such entity or (ii) one or more Qualifying Owners in the aggregate own more than 50% of the Voting Stock of such entity. 

“Change of Control Triggering Event” means the occurrence of a Change of Control, which occurrence is followed by a Ratings
Decline within 90 days. 
 “Clearstream” means Clearstream Banking, société anonyme, and its
successors. 
 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute.

 “Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such
Person for such period plus, without duplication: 
 (1) an amount (to the extent not included in Consolidated
Net Income for such period) equal to the dividends or distributions paid during such period in cash or Cash Equivalents to such Person or any of its Restricted Subsidiaries by a Person that is not a Restricted Subsidiary of such Person or that is
accounted for by the equity method of accounting; plus 
 (2) (a) the Fixed Charges of such Person and its
Restricted Subsidiaries for such period and (b) all items excluded from the definition of “Fixed Charges” for such Person and its Restricted Subsidiaries for such period pursuant to clauses (A)(1)(t) through (A)(1)(z) and clause
(A)(2) thereof, in each case of clauses (a) and (b), to the extent that any such Fixed Charges or items reduced Consolidated Net Income for such period; plus 

(3) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to
the extent that such provision for taxes reduced Consolidated Net Income for such period; plus 
 (4)
depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash losses, charges or expenses (excluding any such non-cash expense to the extent
that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such
depreciation, amortization and other non-cash losses, charges or expenses reduced Consolidated Net Income for such period; plus 

(5) all extraordinary, unusual or non-recurring losses, charges or expenses (including any loss realized in connection with
(a) any asset sale (including dispositions pursuant to sale-and-leaseback transactions) or (b) the disposition of any securities by such Person or the extinguishment of any Indebtedness (including relating to any premium or penalty paid,
write-off of deferred finance costs or other losses, charges or expenses in connection with redeeming or retiring any Indebtedness prior to its Stated Maturity) or Hedging Obligations), to the extent such losses, charges or expenses reduced
Consolidated Net Income for such period; plus 
 (6) unrealized non-cash losses, charges or expenses resulting
from foreign currency balance sheet adjustments required by GAAP, to the extent such losses, charges or expenses reduced Consolidated Net Income for such period; plus 

  
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 (7) any non-cash compensation losses, charges or expenses arising from any grants
of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive program, to the extent such losses, charges or expense reduced Consolidated Net Income for such period; plus 

(8) unrealized losses under Hedging Obligations and/or derivative instruments (including, without limitation, those resulting
from the application of Accounting Standards Codification No.815), to the extent such losses reduced Consolidated Net Income for such period; plus 

(9) any impairment charge or asset write-off pursuant to Accounting Standards Codification No. 350, to the extent such
charge or write-off reduced Consolidated Net Income for such period; minus 
 (10) (a) any non-cash gains (other than
the accrual of revenue in the ordinary course of business and any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated Cash Flow in any prior period), (b) any
extraordinary, unusual or non-recurring gain, (c) any gains, together with any related provision for taxes on such gain, realized in connection with (i) any asset sale (including dispositions pursuant to sale-and-leaseback transactions) or
(ii) the disposition of any securities by such Person or the extinguishment of any Indebtedness or Hedging Obligations of such Person and (d) unrealized gains under Hedging Obligations and/or derivative instruments, in each case of clauses
(a) through (d), to the extent such gain increased Consolidated Net Income for such period; 
 in each case, on a consolidated basis and determined in
accordance with GAAP. 
 “Consolidated Net Income” means, with respect to any specified Person for any period, the
aggregate of the Net Income attributable to such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that: 

(1) the aggregate Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the
equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash or Cash Equivalents to the specified Person or a Restricted Subsidiary of the Person; and 

(2) the cumulative effect of a change in accounting principles will be excluded. 

“Consolidated Net Tangible Assets” means, with respect to any Person at any date of determination, the aggregate amount of
total assets included in such Person’s most recent quarterly or annual consolidated balance sheet prepared in accordance with GAAP less applicable reserves reflected in such balance sheet, after (i) adding the aggregate incremental amount
of total assets that would have resulted from an acquisition of assets from an Affiliate that is accounted for as a “transaction between entities under common control” within the meaning of, and in accordance with, Accounting Standards
Codification No. 805 had such transactions been accounted for using “business combination accounting” within the meaning of, and in accordance with, Accounting Standards Codification No. 805 and (ii) deducting the following
amounts: (a) all current liabilities reflected in such balance sheet, and (b) all goodwill, trademarks, patents, unamortized debt discounts and expenses and other like intangibles reflected in such balance sheet, with such pro forma
adjustments to total assets, reserves, current liabilities, goodwill, trademarks, patents, unamortized debt discounts and expenses and other like intangibles as are appropriate and consistent with the pro forma adjustment provisions set forth in the
definition of “Fixed Charge Coverage Ratio.” 
 “Corporate Trust Office of the Trustee” will be at the address of
the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Issuers. 

“Credit Agreements” means (x) that certain Revolving Credit Agreement, dated as of May 14, 2014 (as amended by that
certain Increase Agreement, dated as of December 5, 2014, among PBFX, Wells Fargo Bank, National Association and the lenders party thereto, the “Revolving Credit Agreement”), among the Company, Wells Fargo Bank, National
Association, as Administrative Agent, Swingline Lender and an L/C Issuer, Citigroup Global Markets Inc., as Syndication Agent, Deutsche Bank Securities Inc., as Documentation Agent, and the other lenders


  
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party thereto, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified,
renewed, refunded, replaced or refinanced from time to time and (y) that certain Collateralized Term Loan Credit Agreement, dated as of May 14, 2014 (the “Collateralized Term Loan Credit Agreement”), among the Company,
Wells Fargo Bank, National Association, as Administrative Agent, and the other lenders party thereto, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as
amended, restated, modified, renewed, refunded, replaced or refinanced from time to time. 
 “Credit Facilities” means, one
or more debt facilities (including, without limitation, the Credit Agreements) or commercial paper facilities or Debt Issuances, in each case, with banks, investment banks, insurance companies, mutual funds, other institutional lenders,
institutional investors or any of the foregoing, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders, other financiers or to special purpose entities formed to borrow
from (or sell such receivables to) such lenders or other financiers against such receivables), letters of credit, bankers’ acceptances, other borrowings or Debt Issuances, in each case, as amended, restated, modified, renewed, extended,
refunded, replaced or refinanced (in each case, without limitation as to amount), in whole or in part, from time to time (including through one or more Debt Issuances) and any agreements and related documents governing Indebtedness or Obligations
incurred to refinance amounts then outstanding or permitted to be outstanding, whether or not with the original administrative agent, lenders, investment banks, insurance companies, mutual funds, other institutional lenders, institutional investors
or any of the foregoing and whether provided under the original agreement, indenture or other documentation relating thereto. 

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto. 

“Debt Issuances” means, with respect to PBFX or any of its Restricted Subsidiaries, one or more issuances after the Issue
Date of Indebtedness evidenced by notes, debentures, bonds or other similar securities or instruments. 
 “Default” means
any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. 
 “Definitive
Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A, as applicable, hereto except that the Note shall not bear the
Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto. 

“Delaware City Logistics Acquisition” has the meaning assigned to such term in the Offering Memorandum. 

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in
Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture. 

“Designated Non-Cash Consideration” means the fair market value (as determined in good faith by PBFX) of non-cash
consideration received by PBFX or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to an officers’ certificate, less the amount of cash or Cash Equivalents received in
connection with a subsequent sale of such Designated Non-Cash Consideration. 
 “Disqualified Stock” means any Capital
Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature (except such
Capital Stock that is solely redeemable with, or solely exchangeable for, any Capital Stock of such Person that is not Disqualified Stock); provided, however, that only the portion of any Capital Stock which so matures or is
mandatorily redeemable, is so convertible or 

  
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exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock. Notwithstanding the preceding sentence, any Capital Stock that
would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require PBFX or any of its Restricted Subsidiaries to repurchase or redeem such Capital Stock upon the occurrence of a change of control or an
asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that PBFX or such Restricted Subsidiary may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption
complies with Section 4.07 hereof. 
 “Domestic Subsidiary” means any Restricted Subsidiary of PBFX that was formed
under the laws of the United States or any state of the United States or the District of Columbia. 
 “Equity Interests”
means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). 

“Equity Offering” means any public or private sale of Equity Interests (other than Disqualified Stock) made for cash on a
primary basis by PBFX after the Issue Date. 
 “Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear
system, and its successors. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof. 

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement. 

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement. 

“Existing Indebtedness” means the aggregate principal amount of Indebtedness of PBFX and its Subsidiaries (other than
Indebtedness under the Credit Agreements and the Notes and the related Note Subsidiary Guarantees) in existence on the Issue Date. 

“Fair Market Value” means, with respect to consideration received or to be received, or given or to be given, pursuant to any
transaction by PBFX or any Restricted Subsidiary, the fair market value of such consideration as determined in good faith by the Board of Directors of the General Partner in the case of transactions involving $50.0 million or more and otherwise by
an officer of PBFX. 
 “Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio
of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems,
defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems Disqualified Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being
calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect
to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, and the use of the proceeds therefrom, as if the same had
occurred at the beginning of the applicable Reference Period. 
 In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

 (1) acquisitions (including, without limitation, a single asset, a division or segment or an entire company) or
Investments that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers, asset purchase transactions or consolidations and including any related financing transactions during the Reference Period or
subsequent to such Reference Period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the Reference 

  
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Period, including any Consolidated Cash Flow and any pro forma expense and cost reductions and operating improvements that have occurred or are reasonably expected to occur, in the reasonable
judgment of the chief financial or accounting officer of PBFX (regardless of whether those cost savings or operating improvements could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under the
Securities Act or any other regulation or policy of the SEC related thereto); 
 (2) the Consolidated Cash Flow attributable
to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded; 

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or
businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its
Restricted Subsidiaries following the Calculation Date; 
 (4) if any Indebtedness bears a floating rate of interest, the
interest expense on such Indebtedness will be calculated as if the average rate in effect from the beginning of the applicable period to the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging
Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months); 

(5) if any Indebtedness is incurred or repaid under a revolving credit facility (other than ordinary working capital
borrowings) and is being given pro forma effect, the interest on such indebtedness shall be calculated based on the average daily balance of such Indebtedness for the four fiscal quarters subject to the pro forma calculation; and 

(6) interest income reasonably anticipated by such Person to be received during the Reference Period from cash or Cash
Equivalents held by such Person or any Restricted Subsidiary of such Person, which cash or Cash Equivalents exist on the Calculation Date or will exist as a result of the transaction giving rise to the need to calculate the Fixed Charge Coverage
Ratio will be included. 
 “Fixed Charges” means, with respect to any specified Person for any period, on a consolidated
basis and determined in accordance with GAAP, (A) the sum, without duplication, of: 
 (1) the consolidated
interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in
respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates and excluding (t) penalties and interest relating to taxes,
(u) any “additional interest” relating to customary registration rights with respect to securities, (v) non-cash interest expense attributable to movement in mark-to-market valuation of Hedging Obligations or other derivatives
(in each case permitted hereunder and under GAAP), (w) accretion or accrual of discounts with respect to liabilities not constituting Indebtedness, (x) any expense resulting from the discounting of Indebtedness in connection with the
application of recapitalization or purchase accounting, (y) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and, with respect to Indebtedness issued in connection with the Transactions, original
issue discount and (z) any expensing of bridge, commitment and other financing fees; plus 
 (2) the
consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus 

  
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 (3) any interest expense on Indebtedness of another Person that is
guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such guarantee or Lien is called upon; plus 

(4) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock of such
Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable (i) solely in Equity Interests of PBFX (other than Disqualified Stock) or (ii) to PBFX or a Restricted Subsidiary of PBFX; minus 

(B) to the extent included in (A) above, write-off of nonrecurring deferred financing costs of such Person and its Restricted Subsidiaries during such
period and any charge related to, or any premium or penalty paid in connection with, paying any such Indebtedness of such Person and its Restricted Subsidiaries prior to its Stated Maturity. 

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, which are in effect on the Issue Date. 

“General Partner” means PBF Logistics GP LLC, a Delaware limited liability company, and its successors and permitted assigns
as general partner of PBFX or as the business entity with the ultimate authority to manage the business and operations of PBFX. 

“Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on all
Global Notes issued under this Indenture. 
 “Global Notes” means, individually and collectively, each of the Restricted
Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A hereto, as applicable, and that bears the Global Note Legend and that
has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Sections 2.01 or 2.06 hereof. 

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America for the
payment of which guarantee or obligations the full faith and credit of the United States of America is pledged. 

“guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of
business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness. 

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person incurred under: 

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements,
interest rate collar agreements and any other agreements or arrangements designed to manage interest rates or interest rate risk so long as the notional principal amount of such obligations does not exceed the aggregate principal amount of the
Indebtedness to which such agreements relate at such time; 
 (2) foreign exchange contracts, currency protection agreements
and any other agreements or arrangements designed to manage fluctuations in currency exchange rates; and 
 (3) commodity
futures contracts, commodity options and any other agreements or arrangements designed to protect against fluctuations in commodity prices; 

  
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 provided that in the case of clauses (2) and (3) above, such agreements are intended to be
economically appropriate to the reduction of risk in the conduct and management of PBFX’s and its Restricted Subsidiaries’ business. 

“Holder” means a Person in whose name a Note is registered. 

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent,
without duplication: 
 (1) in respect of borrowed money; 

(2) evidenced by bonds, notes, debentures or similar instruments; 

(3) reimbursement obligations in respect of bankers’ acceptances or letters of credit; 

(4) representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions; 

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months
after such property is acquired or such services are completed, except any earn-out obligations until after becoming due and payable, has not been paid and such obligation becomes a liability on the balance sheet of such Person in accordance with
GAAP and if not paid within 30 days after becoming due and payable; or 
 (6) representing the net amount due under any
Hedging Obligations, 
 if and to the extent any of the preceding items (other than letters of credit, Attributable Debt and Hedging Obligations), but
excluding amounts recorded in accordance with Accounting Standards Codification No. 815, would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness”
includes all Indebtedness of others secured by a Lien on any asset (other than Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any Joint Venture owned by PBFX or any Restricted Subsidiary of PBFX, in each case,
securing Indebtedness of such Unrestricted Subsidiary or Joint Venture, as applicable) of the specified Person (whether or not such Indebtedness is assumed by the specified Person), but in an amount not to exceed the lesser of the amount of such
Person’s obligation or indebtedness and the Fair Market Value of such assets, and, to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person. 

Notwithstanding the foregoing, the following shall not constitute “Indebtedness”: 

(1) accrued expenses and trade accounts payable arising in the ordinary course of business; 

(2) the incurrence by PBFX or any of its Restricted Subsidiaries of Indebtedness in respect of bid, performance, surety,
appeal, payment, insurance contracts and similar bonds issued for the account of PBFX and any of its Restricted Subsidiaries in the ordinary course of business, including guarantees and obligations of PBFX or any of its Restricted Subsidiaries with
respect to letters of credit supporting such obligations (in each case other than an obligation for money borrowed); 
 (3)
any Indebtedness which has been defeased in accordance with GAAP or defeased pursuant to the deposit of cash or Government Securities (in an amount sufficient to satisfy all such Indebtedness obligations at maturity or redemption, as applicable, and
all payments of interest and Special Interest, if any, and premium, if any) in a trust or account created or pledged for the sole benefit of the holders of such indebtedness and subject to no other Liens, and the other applicable terms of the
instrument governing such Indebtedness; 

  
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 (4) any obligation arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such obligation is extinguished within five Business Days of its incurrence; and

 (5) any obligation arising from any agreement providing for indemnities, guarantees, purchase price adjustments,
holdbacks, contingency payment obligations based on the performance of the acquired or disposed assets or similar obligations (other than guarantees of Indebtedness) incurred by any Person in connection with the acquisition or disposition of assets.

 “Indenture” means this Indenture, as amended or supplemented from time to time. 

“Independent Financial Advisor” means a nationally recognized accounting, appraisal or investment banking firm that is, in
the reasonable judgment of the Board of Directors of the General Partner, qualified to perform the task for which such firm has been engaged hereunder and disinterested and independent with respect to PBFX and its Affiliates; provided, that
providing accounting, appraisal or investment banking services to PBFX or any of its Affiliates or having an employee, officer or other representative serving as a member of the Board of Directors of the General Partner or any of its Affiliates will
not disqualify any firm from being an Independent Financial Advisor. 
 “Indirect Participant” means a Person who holds a
beneficial interest in a Global Note through a Participant. 
 “Initial Notes” means the $350,000,000 aggregate principal
amount of Notes issued under this Indenture on the date hereof (which includes the Private Placement Notes). 
 “Initial
Purchasers” means Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ Securities (USA), Inc., RBC Capital Markets, LLC, Wells Fargo Securities, LLC,
Barclays Capital Inc., BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and UBS Securities LLC. 

“Interest Payment Date” means May 15 and November 15 of each year to stated maturity. 

“Investment Grade Rating” of the Notes, means that the Notes shall have been assigned a Moody’s rating of Baa3 or higher
or an S&P rating of BBB- or higher, or if either rating agency shall not make a rating on the Notes publicly available for reasons outside the control of the Issuers, an equivalent investment grade credit rating from any other “nationally
recognized statistical rating organization” registered under Section 15E of the Exchange Act selected by the Issuers. 

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons
(including Affiliates) in the forms of loans (including guarantees or other obligations), advances (other than advances to customers in the ordinary course of business which are recorded as accounts receivable on the balance sheet of the lender and
commissions, moving, travel and similar advances to employees and officers made in the ordinary course of business) or capital contributions, purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities,
together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. 

“Issue Date” means May 12, 2015. 

“Joint Venture” means any Person that is not a direct or indirect Subsidiary of PBFX in which PBFX or any of its Restricted
Subsidiaries makes any Investment. 
 “Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking
institutions are not required to be open in the City of New York or at the place of payment. If a payment date is on a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and
no interest shall accrue on such payment for the intervening period. 

  
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 “Letter of Transmittal” means the letter of transmittal to be prepared by the
Issuers and sent to all Holders for use by such Holders in connection with the Exchange Offer. 
 “Lien” means, with
respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other
title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction other than a precautionary financing statement respecting a lease not intended as a security agreement. In no event shall a right of first refusal be deemed to constitute a Lien. 

“Moody’s” means Moody’s Investors Service, Inc., or any successor to the rating agency business thereof. 

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with
GAAP and before any reduction in respect of preferred stock dividends. 
 “Net Proceeds” means the aggregate cash proceeds
received by PBFX or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of: 

(1) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees,
and sales commissions, and any relocation expenses incurred as a result of the Asset Sale and any related severance and associated costs, expenses and charges of personnel related to the sold assets and related operations, 

(2) taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or
deductions and any tax sharing arrangements, 
 (3) amounts required to be applied to the repayment of Indebtedness secured
by a Lien on the asset or assets that were the subject of such Asset Sale and all distributions and payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Sale, and 

(4) any amounts to be set aside in any reserve established in accordance with GAAP or any amount placed in escrow, in either
case for adjustment in respect of the sale price of such properties or assets or for liabilities associated with such Asset Sale and retained by PBFX or any of its Restricted Subsidiaries until such time as such reserve is reversed or such escrow
arrangement is terminated, in which case Net Proceeds shall include only the amount of the reserve so reversed or the amount returned to PBFX or its Restricted Subsidiaries from such escrow arrangement, as the case may be. 

“Non-Recourse Debt” means Indebtedness: 

(1) as to which neither PBFX nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any
undertaking, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable as a guarantor or otherwise, in each case, other than a pledge of the Equity Interests of an Unrestricted Subsidiary that is an
obligor on such Indebtedness; and 
 (2) no default with respect to which (including any rights that the holders of the
Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of PBFX or any of its Restricted Subsidiaries to declare a default on such
other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity. 
 For purposes of
determining compliance with Section 4.09 hereof, in the event that any Non-Recourse Debt of any of PBFX’s Unrestricted Subsidiaries ceases to be Non-Recourse Debt of such Unrestricted Subsidiary, such event will be deemed to constitute an
incurrence of Indebtedness by a Restricted Subsidiary of PBFX. 

  
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 “Non-U.S. Person” means a Person who is not a U.S. Person. 

“Note Subsidiary Guarantee” means the guarantee by each Subsidiary Guarantor of the Issuers’ obligations under this
Indenture and the Notes pursuant to Article X. 
 “Notes” has the meaning assigned to it in the preamble to this Indenture.
The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes.

 “Obligations” means any principal, interest and Special Interest, if any, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness. 
 “Offering
Memorandum” means the final Offering Memorandum of the Issuers, dated May 7, 2015 with respect to the Notes. 

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief
Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice President of such Person (or, if such Person is a limited partnership, the general partner of such Person). 

“Officers’ Certificate” means a certificate signed on behalf of a Person by one Officer of such Person (or, if such
Person is a limited partnership, the general partner of such Person) that meets the requirements set forth in this Indenture. An Officers’ Certificate required to be delivered by the Issuers shall be signed by one Officer of each Issuer (or, in
the case of PBFX, one Officer of the General Partner). 
 “Omnibus Agreement” means the Second Amended and Restated Omnibus
Agreement, dated as of December 12, 2014, among PBF Holding Company LLC, PBF Energy Company LLC, PBFX and the General Partner, as may be amended, supplemented or modified from time to time; provided such amendment, supplement or modification is
not disadvantageous in any material respect to the holders of notes when taken as a whole as compared to the Omnibus Agreement as in effect on the Issue Date, as determined in good faith by PBFX. 

“Operating Surplus” has the meaning assigned to such term in the Partnership Agreement, as in effect on the Issue Date. 

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the
requirements of Section 12.05 hereof. The counsel may be an employee of or counsel to PBFX, the General Partner, any Subsidiary of PBFX or the General Partner. 

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the
Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream). 

“Participating Broker-Dealer” has the meaning set forth in the Registration Rights Agreement. 

“Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of PBF Logistics LP, dated as
of September 15, 2014, as such may be further amended, modified or supplemented from time to time. 
 “PBF LLC” means
PBF Energy Company LLC. 
 “Permitted Business” means either (1) marketing, gathering, distributing or transporting
(by barge, pipeline, ship, truck or other modes of transportation), terminalling, storing, producing, acquiring, developing, exploring for, exploiting, processing, fractionation, treating, dehydrating and otherwise handling crude oil, gas,
casinghead gas, drip gasoline, natural gasoline, condensates, distillates, liquid hydrocarbons, asphalt, gaseous hydrocarbons, petrochemicals, lubricants and all other constituents, elements, compounds, feedstocks, blendstocks or products


  
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refined or processed (including intermediate products) from any of the foregoing, which activities shall include, for the avoidance of doubt, constructing pipeline, platform, dehydration,
processing, fractionation, storing and other energy-related facilities, and activities or services reasonably related or ancillary thereto, including entering into purchase and sale agreements, supply agreements and Hedging Obligations related to
these businesses, (2) any other business that generates gross income at least 90% of which constitutes “qualifying income” under Section 7704(d) of the Code or (3) any activity that is ancillary, complementary or incidental
to or necessary or appropriate for the activities described in clauses (1) or (2) of this definition. 
 “Permitted
Business Investments” means Investments by PBFX or any of its Restricted Subsidiaries in any Unrestricted Subsidiary of PBFX or in any Joint Venture, provided that: 

(1) either (a) at the time of such Investment and immediately thereafter, PBFX could incur $1.00 of additional
Indebtedness under the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (b) such Investment does not exceed the aggregate amount of Incremental Funds (as defined in Section 4.07 hereof) not previously expended
at the time of making such Investment; 
 (2) if such Unrestricted Subsidiary or Joint Venture has outstanding Indebtedness
at the time of such Investment, either (a) all such Indebtedness is Non-Recourse Debt or (b) any such Indebtedness of such Unrestricted Subsidiaries or Joint Venture that is recourse to PBFX or any of its Restricted Subsidiaries could, at
such time, be incurred at that time by PBFX and its Restricted Subsidiaries under Section 4.09 hereof (other than pursuant to clause (b)(8) thereof); and 

(3) such Unrestricted Subsidiary’s or Joint Venture’s activities are not outside the scope of the Permitted Business.

 “Permitted Investments” means: 

(1) any Investment in PBFX or in a Restricted Subsidiary of PBFX; 

(2) any Investment in cash and Cash Equivalents or deposit accounts; 

(3) any Investment by PBFX or any Restricted Subsidiary of PBFX in a Person, if as a result of such Investment: 

(a) such Person becomes a Restricted Subsidiary of PBFX; or 

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets
to, or is liquidated into, PBFX or a Restricted Subsidiary of PBFX; 
 (4) any security or other Investment received or
Investment made as a result of the receipt of non-cash consideration from: 
 (a) an Asset Sale that was made pursuant to and
in compliance with Section 4.10 hereof; or 
 (b) a disposition of assets that does not constitute an Asset Sale; 

(5) any Investment in any Person solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of
PBFX; 
 (6) any Investments received in compromise, settlement or resolution of (A) obligations of trade creditors or
customers that were incurred in the ordinary course of business of PBFX or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or
customer, or as a result of a foreclosure, perfection or 

  
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enforcement by PBFX or any of its Restricted Subsidiaries with respect to any secured Investment in default, (B) claims or disputes owed to PBFX or any Restricted Subsidiary of PBFX that
arose out of transactions in the ordinary course of business or (C) litigation, arbitration or other disputes with Persons who are not Affiliates; 

(7) Investments in the form of intercompany Indebtedness or guarantees of Indebtedness of a Restricted Subsidiary of PBFX
permitted under clauses (6) and (11) of Section 4.09(b) hereof; 
 (8) Investments represented by Hedging
Obligations permitted to be incurred in accordance with the provisions of this Indenture; 
 (9) loans or advances to
employees made in the ordinary course of business of PBFX or any Restricted Subsidiary of PBFX in an aggregate principal amount not to exceed $5.0 million at any one time outstanding; 

(10) repurchases of the Notes; 

(11) any Investments in prepaid expenses, negotiable instruments held for collection and lease, utility, workers’
compensation and performance and other similar deposits and prepaid expenses made in the ordinary course of business; 
 (12)
Permitted Business Investments; 
 (13) Investments pursuant to agreements and obligations of PBFX and any Restricted
Subsidiary in effect on the Issue Date and any renewals or replacements thereof on terms and conditions not materially less favorable to PBFX or such Restricted Subsidiary, as the case may be, than the terms of the Investment being renewed or
replaced; 
 (14) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such
Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (14) that are at the time outstanding not to exceed the greater of (a) $100.0
million and (b) 12.5% of PBFX’s Consolidated Net Tangible Assets; 
 (15) Investments owned by any Person at the
time such Person merges with PBFX or any Restricted Subsidiary thereof; provided that such Investments (a) are not incurred in contemplation of such merger or acquisition and (b) are, in the good faith determination of PBFX,
incidental to such merger or acquisition, and in each case renewals or extensions thereof; and 
 (16) Investments in Joint
Ventures and/or Unrestricted Subsidiaries having an aggregate fair market value, when taken together with all other Investments made pursuant to this clause (16) that are at the time outstanding, not to exceed the greater of (a) $75.0
million and (b) 12.5% of PBFX’s Consolidated Net Tangible Assets; 
 provided, however, that with respect to any Investment, PBFX
may, in its sole discretion, allocate all or any portion of any Investment and later re-allocate all or any portion of any Investment to one or more of the above clauses (1) through (16) so that the entire Investment would be a Permitted
Investment (including, without limitation, as a result of any Person becoming a Restricted Subsidiary). The amount of any Permitted Investment outstanding at any time shall be deemed to be the original cost of such Permitted Investment, reduced by
any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by PBFX or a Restricted Subsidiary in respect of such Permitted Investment. 

“Permitted Liens” means: 

(1) Liens securing any Indebtedness under any Credit Facility and all Obligations and Hedging Obligations relating to such
Indebtedness and all Treasury Management Arrangements; 

  
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 (2) Liens in favor of PBFX or the Subsidiary Guarantors; 

(3) Liens on property of a Person existing at the time (a) such Person is merged with or into or consolidated with
PBFX or any Subsidiary of PBFX, (b) such Person becomes a Restricted Subsidiary or (c) such property is otherwise acquired by PBFX or a Restricted Subsidiary; provided that such Liens were in existence prior to such merger,
consolidation or other acquisition and do not extend to any assets other than those of the Person merged into or consolidated with PBFX or the Subsidiary in the case of a merger or consolidation pursuant to clause (a) or such property in the
case of such other acquisition in the case of clause (b) or (c); 
 (4) Liens and deposits to secure the
performance of statutory obligations, surety or appeal bonds, workers compensation obligations, unemployment insurance, reimbursement obligations owed to insurers, bids, performance bonds, leases, statutory obligations, other types of social
security or other obligations of a like nature incurred in the ordinary course of business (including Liens to secure letters of credit issued to assure payment of such obligations); 

(5) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4), (12) or (18) of
Section 4.09(b) hereof covering only the assets acquired, constructed, improved or developed with, or secured by, such Indebtedness; 

(6) Liens existing on the Issue Date (other than Liens securing the Credit Facilities); 

(7) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being
contested in good faith by appropriate proceedings diligently pursued; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor; 

(8) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s, repairman’s, materialmen’s,
mechanics’ and other like Liens, in each case, incurred in the ordinary course of business; 
 (9) defects,
irregularities and deficiencies in title of any rights of way or other property, survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other
similar purposes, or zoning or other restrictions and other similar encumbrances as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially interfere with the ordinary conduct of
the business of PBFX or any of its Subsidiaries and defects, irregularities and deficiencies in title to any property of PBFX or any of its Subsidiaries, which defects, irregularities or deficiencies have been cured by possession under applicable
statutes of limitation; 
 (10) inchoate Liens arising under the Employee Retirement Income Security Act of 1974, and any
amendments thereto; 
 (11) Liens created for the benefit of (or to secure) the Notes (or the Note Subsidiary Guarantees);

 (12) Liens on any property or asset acquired, constructed or improved by PBFX or any of its Restricted Subsidiaries, which
(a) are in favor of the seller of such property or assets, in favor of the Person developing, constructing, repairing or improving such asset or property, or in favor of the Person that provided the funding for the acquisition, development,
construction, repair or improvement cost, as the case may be, of such asset or property, (b) are created within 360 days after the acquisition, development, construction, repair or improvement, (c) secure the purchase price or development,
construction, repair or improvement cost, as the case may be, of such asset or property in an amount up to 100% of the Fair Market Value of such acquisition, construction or improvement of such asset or property, and (d) are limited to the
asset or property so acquired, constructed or improved (including the proceeds thereof, accessions thereto and upgrades thereof); 

  
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 (13) Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary
or any Joint Venture owned by PBFX or any Restricted Subsidiary of PBFX to the extent securing Non-Recourse Debt or other Indebtedness of such Unrestricted Subsidiary or Joint Venture; 

(14) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to
money or instruments of PBFX or any of its Subsidiaries on deposit with or in possession of such bank; 
 (15) Liens to
secure performance of Hedging Obligations of PBFX or any of its Restricted Subsidiaries; 
 (16) Liens on pipelines or
pipeline facilities that arise by operation of law, rule or regulation; 
 (17) Liens incurred in the ordinary course of
business of PBFX or any Restricted Subsidiary of PBFX with respect to obligations that at any one time outstanding do not exceed the greater of (a) $100.0 million and (b) 12.5% of Consolidated Net Tangible Assets; 

(18) Liens resulting from the deposit of money or other Cash Equivalents or other evidence of Indebtedness in trust for the
purpose of defeasing Indebtedness of PBFX or any of its Restricted Subsidiaries; 
 (19) Liens to secure any Permitted
Refinancing Indebtedness permitted to be incurred under this Indenture; provided, however, that: 

(a) the new Lien is limited to all or part of the same property and assets that secured or, under the written agreements
pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to such property or proceeds or distributions thereof); and 

(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding
principal amount, or, if greater, committed amount, of the Indebtedness renewed, refunded, refinanced, replaced, redeemed, defeased or discharged with such Permitted Refinancing Indebtedness and (y) an amount necessary to pay accrued interest
on such Indebtedness and any discounts, commissions, premiums, fees and other costs and expenses, related to such renewal, refunding, refinancing, replacement, defeasance or discharge; 

(20) Liens relating to future escrow arrangements securing Indebtedness incurred in accordance with this Indenture; 

(21) any interest or title of a lessor under any lease entered into by PBFX or any of its Subsidiaries in the ordinary course
of its business and covering only the assets so leased; 
 (22) any Lien securing Indebtedness, neither assumed nor
guaranteed by PBFX or any of its Subsidiaries nor on which it customarily pays interest, existing upon real estate or rights in or relating to real estate acquired by PBFX for substation, metering station, pump station, storage, gathering line,
transmission line, transportation line, distribution line or for right-of-way purposes, any Liens reserved in leases for rent and for compliance with the terms of the leases in the case of leasehold estates, to the extent that any such Lien referred
to in this clause (22) does not materially impair the use of the property covered by such Lien for the purposes of which such property is held by PBFX or any of its Subsidiaries; 

(23) any obligations or duties affecting any of the property of PBFX or its Subsidiaries to any municipality or public
authority with respect to any franchise, grant, license or permit which do not materially impair the use of such property for the purposes for which it is held; 

  
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 (24) Liens upon specific items of inventory, accounts receivables or other goods
and proceeds of PBFX or any Restricted Subsidiary securing such Person’s obligations in respect of bankers’ acceptances or receivables securitizations issued or created for the account of such Person to facilitate the purchase, shipment or
storage of such inventory, accounts receivables or other goods and proceeds; 
 (25) any Liens securing industrial
development, pollution control or similar bonds; 
 (26) Liens arising from the deposit of funds or securities in trust for
the purpose of decreasing, defeasing or discharging Indebtedness so long as such deposit of funds or securities and such decreasing, defeasing or discharging of Indebtedness are permitted under Section 4.07; 

(27) Liens arising under construction contracts, interconnection agreements, operating agreements, joint venture agreements,
partnership agreements, contracts for purchase, gathering, processing, sale, transportation, exchange or storage of crude oil, natural gas liquids, condensate and natural gas, real property leases and other agreements arising in the ordinary course
of business of PBFX and its Restricted Subsidiaries that are customary in a Permitted Business; 
 (28) Liens securing
Indebtedness equally and ratably with all Obligations due under the Notes or any Note Subsidiary Guarantee pursuant to a contractual covenant that limits Liens in a manner substantially similar to the covenant described under Section 4.07; 

(29) Liens securing any insurance premium financing under customary terms and conditions, provided that no such Lien may extend
to or cover any assets or property other than the insurance being acquired with such financing, the proceeds thereof and any unearned or refunded insurance premiums related thereto; and 

(30) Liens renewing, extending, refinancing or refunding a Lien permitted by clauses (1) through (29) above;
provided that (a) the principal amount of Indebtedness secured by such Lien does not exceed the principal amount of such Indebtedness outstanding immediately prior to the renewal, extension, refinance or refund of such Lien, plus
all accrued interest on the Indebtedness secured thereby and the amount of all fees, expenses and premiums incurred in connection therewith, and (b) no assets encumbered by any such Lien other than the assets permitted to be encumbered
immediately prior to such renewal, extension, refinance or refund are encumbered thereby. 
 “Permitted Refinancing
Indebtedness” means any Indebtedness of PBFX or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of PBFX or any of
its Restricted Subsidiaries (other than intercompany Indebtedness), including Indebtedness that extends, refinances, renews, replaces, defeases or refunds Permitted Refinancing Indebtedness; provided that: 

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed
the principal amount of (or accreted value, if applicable), plus accrued and unpaid interest on, the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of
all discounts, commissions, premiums, fees and other costs and expenses incurred in connection therewith); 
 (2) such
Permitted Refinancing Indebtedness has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being
renewed, refunded, refinanced, replaced, defeased or discharged; 
 (3) if the Indebtedness being renewed, refunded,
refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes or the Note Subsidiary Guarantees, such Permitted Refinancing Indebtedness is subordinated in right of payment to, the Notes or the Note Subsidiary
Guarantees, on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and 

  
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 (4) such Indebtedness is incurred either by PBFX or by a Restricted Subsidiary
who is an obligor on or guarantor of the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged. 

“Permitted Term Loan Indebtedness” means Indebtedness that is secured solely by assets constituting Term Loan Collateral that
is incurred for the purpose of consummating a “Lakehead” structure or substantially similar structure. 

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, limited liability company or government or other entity. 
 “Preferred Stock” means any
Capital Stock with preferential rights of payment of dividends or distributions or upon liquidation, dissolution or winding up. 

“Private Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued
under this Indenture except where otherwise permitted by the provisions of this Indenture. 
 “Private Placement Notes”
means the $19,910,000 aggregate principal amount of Notes issued under this Indenture to certain of PBF Energy Inc.’s officers and directors and their affiliates and family members. 

“QIB” means a “qualified institutional buyer” as defined in Rule 144A. 

“Qualified Owner” means, collectively (a) PBF Energy Inc., (b) each Person of which PBF Energy Inc. is a direct or
indirect Subsidiary and (c) each Person which is a direct or indirect Subsidiary of any Person described in clause (a) or (b) of this definition. 

“Rating Agencies” means Moody’s and S&P. 

“Rating Categories” means: 

(1) with respect to S&P, any of the following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor
categories); and 
 (2) with respect to Moody’s, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and
D (or equivalent successor categories). 
 “Rating Decline” means a decrease in the rating of the Notes by either
Moody’s or S&P by one or more gradations (including gradations within Rating Categories as well as between Rating Categories). In determining whether the rating of the Notes has decreased by one or more gradations, gradations within Ratings
Categories, namely + or - for S&P, and 1, 2, and 3 for Moody’s, will be taken into account; for example, in the case of S&P, a rating decline either from BB+ to BB or BB -to B+ will constitute a decrease of one gradation. 

“Reference Period” means, with respect to any date of determination, the four most recent fiscal quarters of PBFX for which
internal financial statements are available. 
 “Registration Rights Agreement” means the Registration Rights Agreement,
dated as of May 12, 2015, among the Issuers, the Subsidiary Guarantors and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional
Notes, one or more registration rights agreements among the Issuers, the Subsidiary Guarantors and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Issuers to
the purchasers of Additional Notes to register such Additional Notes under the Securities Act. 

  
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 “Regulation S” means Regulation S promulgated under the Securities Act. 

“Regulation S Global Note” means a Global Note substantially in the form of Exhibit A, as applicable, hereto bearing the
Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on
Regulation S. 
 “Reporting Default” means a Default described in clause (4) under Section 6.01. 

“Responsible Officer” when used with respect to the Trustee, means any officer within the Corporate Trust Administration of
the Trustee (or any successor group of the Trustee) having direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because
of his knowledge of and familiarity with the particular subject. 
 “Restricted Definitive Note” means a Definitive Note
bearing the Private Placement Legend. 
 “Restricted Global Note” means a Global Note bearing the Private Placement Legend.

 “Restricted Investment” means an Investment other than a Permitted Investment. 

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. 

“Rule 144” means Rule 144 promulgated under the Securities Act. 

“Rule 144A” means Rule 144A promulgated under the Securities Act. 

“Rule 903” means Rule 903 promulgated under the Securities Act. 

“Rule 904” means Rule 904 promulgated under the Securities Act. 

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any
successor to the rating agency business thereof. 
 “SEC” means the Securities and Exchange Commission. 

“Securities Act” means the Securities Act of 1933, as amended. 

“Senior Indebtedness” means with respect to any Person, Indebtedness or Hedging Obligations of such Person, unless the
instrument creating or evidencing such Indebtedness or Hedging Obligations provides that such Indebtedness or Hedging Obligations is subordinate in right of payment to the Notes or the Note Subsidiary Guarantee of such Person, as the case may be.

 “Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

 “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article
1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date. 

“Special Interest” has the meaning set forth in the Registration Rights Agreement. 

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on
which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the Issue Date, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal
prior to the date originally scheduled for the payment thereof. 

  
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 “Subordinated Obligation” means any Indebtedness of PBFX (whether outstanding on
the Issue Date or thereafter incurred) which pursuant to a written agreement is subordinate or junior in right of payment to the Notes and any Indebtedness of a Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter incurred)
which pursuant to a written agreement is subordinate or junior in right of payment to its Note Subsidiary Guarantee. 

“Subsidiary” means, with respect to any specified Person: 

(1) any corporation, association or other business entity (other than a partnership or limited liability company) of which more
than 50% of the total voting power of shares of the Voting Stock is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and 

(2) any partnership (whether general or limited) or limited liability company (a) the sole general partner or managing
member of which is such Person or a Subsidiary of such Person, or (b) if there are more than a single general partner or member, either (x) the only general partners or managing members of which are such Person or one or more Subsidiaries
of such Person (or any combination thereof) or (y) such Person owns or controls, directly or indirectly, a majority of the outstanding general partner interests, member interests or other Voting Stock of such partnership or limited liability
company, respectively. 
 “Subsidiary Guarantors” means each of: 

(1) the Subsidiaries of PBFX, other than Finance Corp., executing this Indenture as initial Subsidiary Guarantors; 

(2) each of PBFX’s Restricted Subsidiaries that becomes a guarantor of the Notes pursuant to the covenant described above
under Section 4.16; and 
 (3) each other Person executing a supplemental indenture in which such Person agrees to be
bound by the terms of this Indenture; 
 provided that any Person constituting a Subsidiary Guarantor as described above shall cease
to constitute a Subsidiary Guarantor when its respective Note Subsidiary Guarantee is released in accordance with the terms of this Indenture. 

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance
sheet or tax retention lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the
application of any bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally to such Person, would be characterized as the Indebtedness of such Person (without regard to accounting treatment). 

“Term Loan Collateral” means “Collateral” as defined in the Collateralized Term Loan Credit Agreement and
substantially similar assets (including cash and Cash Equivalents). 
 “TIA” means the Trust Indenture Act of 1939
(15 U.S.C. §§ 77aaa-77bbbb), as in effect on the date on which this Indenture is qualified under the TIA; provided, however, that in the event the TIA is amended after such date, “TIA” means, to the extent
required by such amendment, the Trust Indenture Act of 1939, as so amended. 
 “Transactions” means the consummation
of the Delaware City Logistics Acquisition, the issuance of the Notes and the application of the net proceeds therefrom. 

  
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 “Treasury Management Arrangement” means any agreement or other arrangement
governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit cards, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement,
lockbox, account reconciliation and reporting and trade finance services and other cash management services. 
 “Treasury
Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15
(519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period
from the Redemption Date to May 15, 2018; provided, however, that if the period from the redemption date to May 15, 2018 is less than one year, the weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year will be used. 
 “Trustee” means Deutsche Bank Trust Company Americas, as
trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder. 

“Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement
Legend. 
 “Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private
Placement Legend. 
 “Unrestricted Subsidiary” means any Subsidiary of PBFX (other than Finance Corp. or any successor to
it) that is designated by the Board of Directors of the General Partner as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary: 

(1) except to the extent permitted by subclause (2)(b) of the definition of “Permitted Business Investments”
(excluding the parenthetical therein), has no Indebtedness other than Non-Recourse Debt; 
 (2) except as permitted by
Section 4.11 hereof, is not party to any agreement, contract, arrangement or understanding with PBFX or any Restricted Subsidiary of PBFX unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to
PBFX or such Restricted Subsidiary than those that might be obtained, in light of the circumstances, at the time from Persons who are not Affiliates of PBFX; 

(3) is a Person with respect to which neither PBFX nor any of its Restricted Subsidiaries has any direct or indirect obligation
(a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and 

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of PBFX or any of its
Restricted Subsidiaries. 
 All Subsidiaries of an Unrestricted Subsidiary shall be also Unrestricted Subsidiaries. Any designation of a
Subsidiary of PBFX as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a board resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the
preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary
for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of PBFX as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09
hereof, PBFX will be in default of such covenant. 
 “U S. Person” means a U.S. Person as defined in Rule 902(k)
promulgated under the Securities Act. 

  
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 “Voting Stock” of any specified Person as of any date means the Capital Stock of
such Person that is at the time entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors of such Person. 

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by
dividing: 
 (1) the sum of the products obtained by multiplying (a) the amount of each then-remaining installment,
sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date
and the making of such payment; by 
 (2) the then-outstanding principal amount of such Indebtedness. 

Section 1.02 Other Definitions. 
  

					
	 Term
	  	Defined
in Section	 
	 “Affiliate Transaction”
	  	 	4.11	  
	 “Alternate Offer”
	  	 	4.15	  
	 “Asset Sale Offer”
	  	 	3.09	  
	 “Authentication Order”
	  	 	2.02	  
	 “Change of Control Offer”
	  	 	4.15	  
	 “Change of Control Payment”
	  	 	4.15	  
	 “Change of Control Payment Date”
	  	 	4.15	  
	 “Covenant Defeasance”
	  	 	8.03	  
	 “DTC”
	  	 	2.03	  
	 “Event of Default”
	  	 	6.01	  
	 “Excess Proceeds”
	  	 	4.10	  
	 “Incremental Funds”
	  	 	4.07	  
	 “incur”
	  	 	4.09	  
	 “Legal Defeasance”
	  	 	8.02	  
	 “Offer Amount”
	  	 	3.09	  
	 “Offer Period”
	  	 	3.09	  
	 “Paying Agent”
	  	 	2.03	  
	 “Payment Default”
	  	 	6.01	  
	 “Permitted Debt
	  	 	4.09	  
	 “Purchase Date”
	  	 	3.09	  
	 “Redemption Date”
	  	 	3.07	  
	 “Registrar”
	  	 	2.03	  
	 “Release”
	  	 	13.02	  
	 “Restricted Payments”
	  	 	4.07	  
	 “Termination Date”
	  	 	4.18	  

 Section 1.03 Incorporation by Reference of Trust Indenture Act. 

At all times after the effectiveness of a registration statement under the Registration Rights Agreement, this Indenture will be subject to the
mandatory provisions of the TIA, which unless otherwise indicated are incorporated by reference in and made a part of this Indenture effective upon the effectiveness of any such registration statement. Whenever this Indenture refers to a provision
of the TIA, the provision is incorporated by reference in and made a part of this Indenture. 

  
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 The following TIA terms if used in this Indenture have the following meanings: 

“indenture securities” means the Notes and the Note Subsidiary Guarantees; 

“indenture security Holder” means a Holder of a Note; 

“indenture to be qualified” means this Indenture; 

“indenture trustee” or “institutional trustee” means the Trustee; and 

“obligor” on the Notes and the Note Subsidiary Guarantees means the Issuers and the Subsidiary Guarantors, respectively, and
any successor obligor upon the Notes and the Note Subsidiary Guarantees, respectively. 
 All other terms used in this Indenture that are
defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them. 

Section 1.04 Rules of Construction. 

Unless the context otherwise requires: 

(1) a term has the meaning assigned to it; 

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 

(3) “or” is not exclusive; 

(4) words in the singular include the plural, and in the plural include the singular; 

(5) both “shall” and “will” shall be interpreted to express a command; 

(6) provisions apply to successive events and transactions; 

(7) references to sections of, or rules under, the Securities Act or the Exchange Act shall be deemed to include substitute,
replacement or successor sections or rules adopted by the SEC from time to time; 
 (8) the words “including,”
“includes” and “include” shall be deemed to be followed by the words “without limitation”; and 

(9) the words “asset” and “property” shall be construed as having the same meaning and effect and shall
include all tangible and intangible assets. 
 ARTICLE 2 

THE NOTES 

Section 2.01 Form and Dating. 

(a) General. The Notes and the Trustee’s certificate of authentication will be substantially in the form set forth in
Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof. 
 The terms and provisions contained in the Notes will constitute, and are hereby expressly
made, a part of this Indenture and the Issuers, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision
of the Notes conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 

  
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 (b) Global Notes. Notes issued in global form will be substantially in the form set
forth in Exhibit A (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form set forth in Exhibit A (but
without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall
provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 

(c) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and
“Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the
Regulation S Global Notes that are held by Participants through Euroclear or Clearstream. 
 Section 2.02 Execution and
Authentication. 
 At least one Officer must sign the Notes for each of the Issuers by manual, electronic (including through
“pdf”) or facsimile signature. 
 If an Officer whose signature is on a Note no longer holds that office at the time a Note is
authenticated, the Note will nevertheless be valid, 
 A Note will not be valid until authenticated by the manual signature of the Trustee.
The signature will be conclusive evidence that the Note has been authenticated under this Indenture. 
 The Trustee will, upon receipt of a
written order of the Issuers signed by an Officer of each Issuer (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes and Exchange Notes.
The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuers pursuant to one or more Authentication Orders, except as provided in Section 2.07
hereof. 
 The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may
authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate
of the Issuers. 
 Section 2.03 Registrar and Paying Agent. 

The Issuers will maintain an office or agency where Notes may be presented for registration of transfer or for exchange
(“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register of the Notes and of their transfer and exchange. The Issuers may appoint one
or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuers may change any Paying Agent or Registrar
without notice to any Holder. The Issuers will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such. PBFX, Finance Corp. or any of PBFX’s Subsidiaries may act as Paying Agent or Registrar. 

  
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 The Issuers initially appoint The Depository Trust Company (“DTC”) to act as
Depositary with respect to the Global Notes. 
 The Issuers initially appoint the Trustee to act as the Registrar and Paying Agent and to
act as Custodian with respect to the Global Notes. 
 Section 2.04 Paying Agent to Hold Money in Trust. 

The Issuers will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit
of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest and Special Interest, if any, on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment.
While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than PBFX or a Subsidiary) will have no further liability for the money. If PBFX or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as
Paying Agent. Upon any bankruptcy or reorganization proceedings relating to PBFX, the Trustee will serve as Paying Agent for the Notes. 

Section 2.05 Holder Lists. 

The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Issuers will furnish to the Trustee at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuers shall otherwise comply with TIA § 312(a). 

None of the Trustee, the Registrar, the Paying Agent or Transfer Agent shall have any responsibility or obligation to any beneficial owner of
an interest in a Global Note, any Agent Member or other member of, or a participant in, DTC or other Person with respect to the accuracy of the records of DTC or any nominee or participant or member thereof, with respect to any ownership interest in
the Notes or with respect to the delivery to any Agent Member or other participant, member, beneficial owner or other Person (other than DTC) of any notice or the payment of any amount or delivery of any Notes (or other security or property) under
or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or
its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC, subject to its applicable rules and procedures. The Trustee, Registrar, Paying Agent and Transfer Agent may rely and
shall be fully protected in relying upon information furnished by DTC with respect to its Agent Members and other members, participants and any beneficial owners. 

Neither the Trustee, nor the Registrar or Transfer Agent shall have any obligation or duty to monitor, determine or inquire as to compliance
with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Participants or Indirect Participants in any Global Note) other
than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof. 
 Section 2.06 Transfer and Exchange. 

(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee
of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be
exchanged by the Issuers for Definitive Notes in a minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof if: 

  
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 (1) the Issuers deliver to the Trustee notice from the Depositary that it is
unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuers within 90 days after the date of such notice
from the Depositary; 
 (2) the Issuers in their sole discretion determine that the Global Notes (in whole but not in part)
should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or 
 (3) there has
occurred and is continuing an Event of Default with respect to the Notes and the Depositary notifies the Trustee of its decision to exchange the Global Notes for Definitive Notes. 

Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the
Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this
Section 2.06(a); however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof. 

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the
Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the
other following subparagraphs of this Section 2.06, as applicable: 
 (1) Transfer of Beneficial
Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer
restrictions set forth in the Private Placement Legend. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written
orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1). 

(2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers
and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either: 

(A) both: 

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and 

(ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account
to be credited with such increase; or 
 (B) both: 

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and 

  
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 (ii) instructions given by the Depositary to the Registrar containing
information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above. 

Upon consummation of an Exchange Offer by the Issuers in accordance with Section 2.06(f) hereof, the requirements of this
Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon
satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the
relevant Global Note(s) pursuant to Section 2.06(h) hereof. 
 (3) Transfer of Beneficial Interests to Another
Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the
requirements of Section 2.06(b)(2) above and the Registrar receives the following: 
 (A) if the transferee will
take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and 

(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; 

(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an
Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(6)(2) above and: 

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement
and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal (or via the Depositary’s book-entry system) that it is not
(i) a Participating Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights
Agreement; 
 (C) such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration
Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the following: 

(i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a
beneficial interest in an Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or 

(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a
Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

  
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and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with
the Securities Act. 
 If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted
Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal
amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above. 

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note. 
 (c) Transfer or Exchange of Beneficial Interests for Definitive
Notes. 
 (1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a
beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive
Note, then, upon receipt by the Registrar of the following documentation: 
 (A) if the holder of such beneficial
interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item
(2)(a) thereof; 
 (B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a
certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if
such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item
(2) thereof; 
 (D) if such beneficial interest is being transferred pursuant to an exemption from the registration
requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; 

(E) [Reserved]. 

(F) if such beneficial interest is being transferred to PBFX or any of its Subsidiaries, a certificate substantially in the
form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
 (G) if such beneficial interest is
being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, 

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and
the Issuers shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a
Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions
from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a
Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 

  
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 (2) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.
A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an
Unrestricted Definitive Note only if: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal (or via the Depositary’s
book-entry system) that it is not (i) a Participating Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights
Agreement; 
 (C) such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration
Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the following: 

(i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an
Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or 

(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a
Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion
of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act. 
 (3) Beneficial Interests in Unrestricted Global Notes to
Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery
thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant
to Section 2.06(h) hereof, and the Issuers will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for
a beneficial interest pursuant to this Section 2.06(c)(3) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar
from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest
pursuant to this Section 2.06(c)(3) will not bear the Private Placement Legend. 

  
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 (d) Transfer and Exchange of Definitive Notes for Beneficial Interests. 

(1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted
Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global
Note, then, upon receipt by the Registrar of the following documentation: 
 (A) if the Holder of such Restricted
Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; 

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially
in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such Restricted Definitive
Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof; 

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; 

(E) [Reserved]. 

(F) if such Restricted Definitive Note is being transferred to PBFX or any of its Subsidiaries, a certificate substantially in
the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
 (G) if such Restricted
Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, 

the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause
(A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note 

(2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note
may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the
Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal (or via the Depositary’s book-entry system) that it is not (i) a Participating Broker-Dealer, (ii) a
Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 

(C) such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the
Registration Rights Agreement; or 

  
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 (D) the Registrar receives the following: 

(i) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global
Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 

(ii) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the
form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion
of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act. 
 Upon satisfaction of the conditions of any of the subparagraphs in this
Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 

(3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive
Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon
receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. 

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or
(3) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 
 (e)
Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer or exchange in
form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required
pursuant to the following provisions of this Section 2.06(e). 
 (1) Restricted Definitive Notes to
Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 

(A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate substantially in the
form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (B) if the transfer will be made pursuant
to Rule 903 or Rule 904, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof; and 

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then
the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (4) thereof, if applicable. 

  
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 (2) Restricted Definitive Notes to Unrestricted Definitive Notes.
Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: 

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement
and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal (or via the Depositary’s book-entry system) that it is not (i) a Participating Broker-Dealer,
(ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 

(B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights
Agreement; 
 (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration
Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the following: 

(i) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a
certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 

(ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery
thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to
the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance
with the Securities Act. 
 (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of
Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted
Definitive Notes pursuant to the instructions from the Holder thereof. 
 (f) Exchange Offer. Upon the occurrence of the
Exchange Offer in accordance with the Registration Rights Agreement, the Issuers will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate: 

(1) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Participating Broker-Dealers, (B) they are not participating in a
distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuers; and 
 (2)
Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that
(A) they are not Participating Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuers. 

  
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 Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive
Notes in the appropriate principal amount. 
 (g) Legends. The following legends will appear on the face of all Global Notes
and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture. 

(1) Private Placement Legend. 

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in
exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 
 “THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN
BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS SIX MONTHS (IN THE CASE OF RULE
144A SECURITIES) AFTER THE LATER OF THE ISSUE DATE OF THE NOTES INITIALLY ISSUED OR THE ISSUANCE DATE OF ANY ADDITIONAL NOTES ISSUED UNDER THE INDENTURE (AS APPLICABLE) AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE
OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) OR 40 DAYS (IN THE CASE OF REGULATION S SECURITIES), ONLY (A) TO THE ISSUERS, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT,
(C)(I) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (II) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES
ACT, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM. THE HOLDER AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER OR THE ISSUERS ON
OR AFTER THE RESALE RESTRICTION TERMINATION DATE. 

  
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 BY ITS ACQUISITION AND HOLDING OF THIS SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE
REPRESENTED, WARRANTED AND AGREED THAT EITHER (I) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY (OR ANY INTEREST IN THIS SECURITY) CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY REQUIREMENTS OF TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE “CODE”), A GOVERNMENTAL, CHURCH, NON-U.S., OR OTHER PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAWS”), OR AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” BY REASON OF SUCH PLAN’S, ACCOUNT’S OR OTHER ARRANGEMENT’S INVESTMENT IN THE ENTITY, OR (II) THE ACQUISITION, HOLDING AND DISPOSITION
OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A PLAN THAT IS NOT SUBJECT TO ERISA OR SECTION 4975 OF THE CODE, A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR
LAWS.” 
 “IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON
NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.” 

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3),
(d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend. 

(2) Global Note Legend. Each Global Note will bear a legend in substantially the following form: 

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF
THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY
BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED
TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO
A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUERS OR THEIR
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN 

  
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AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.” 

(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have
been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole but not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with
Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interests in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interests in another Global Note or
for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interests in another Global Note, such other Global Note will be increased accordingly and an
endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 

(i) General Provisions Relating to Transfers and Exchanges. 

(1) To permit registrations of transfers and exchanges, the Issuers will execute and the Trustee will authenticate Global Notes and Definitive
Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request. 
 (2) No
service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer or
exchange tax or similar governmental charge payable in connection therewith (other than any such transfer or exchange taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05
hereof). 
 (3) The Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in
part, except the unredeemed portion of any Note being redeemed in part. 
 (4) All Global Notes and Definitive Notes issued upon any
registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes
surrendered upon such registration of transfer or exchange. 
 (5) Neither the Registrar nor the Issuers will be required: 

(A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days
before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; 

(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part; or 
 (C) to register the transfer of or to exchange a Note between a record date
and the next succeeding Interest Payment Date. 
 (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee,
any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of
the Trustee, any Agent or the Issuers shall be affected by notice to the contrary. 

  
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 (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the
provisions of Section 2.02 hereof. 
 (8) All certifications, certificates and Opinions of Counsel required to be submitted to the
Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. 

Section 2.07 Replacement Notes. 

If any mutilated Note is surrendered to the Trustee or the Issuers and the Trustee receives evidence to its satisfaction of the destruction,
loss or theft of any Note, the Issuers will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuers, an indemnity bond
must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers
and the Trustee may charge for their expenses in replacing a Note. 
 Every replacement Note is an additional obligation of each of the
Issuers and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 

Section 2.08 Outstanding Notes. 

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Issuers or an Affiliate of the Issuers holds the Note; however, Notes held by PBFX or a Subsidiary of PBFX shall not be deemed to be outstanding for purposes of Section 3.07(a)(1) hereof. 

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Note is held by a protected purchaser. 
 If the principal amount of any Note is considered paid under Section 4.01
hereof, it ceases to be outstanding and interest and Special Interest, if any, on it ceases to accrue. 
 If the Paying Agent (other than
PBFX, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to
accrue interest. 
 Section 2.09 Treasury Notes. 

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by
the Issuers or any Subsidiary Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuers or any Subsidiary Guarantor, will be considered as though not outstanding,
except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned will be so disregarded. 

Section 2.10 Temporary Notes. 

Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order,
will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without
unreasonable delay, the Issuers will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes. 

  
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 Holders of temporary Notes will be entitled to all of the benefits of this Indenture. 

Section 2.11 Cancellation. 

The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will destroy canceled Notes
(subject to the record retention requirement of the Exchange Act). At the written request of the Issuers, certification of the destruction of all canceled Notes will be delivered by the Trustee to the Issuers. The Issuers may not issue new Notes to
replace Notes that they have paid or that have been delivered to the Trustee for cancellation. 
 Section 2.12 Defaulted
Interest. 
 If the Issuers default in a payment of interest on the Notes, they will pay the defaulted interest in any lawful
manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuers will
notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Issuers will fix or cause to be fixed each such special record date and payment date; provided that
no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name
and at the expense of the Issuers) will mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid. 

Section 2.13 Issuance of Additional Notes. 

After the Issue Date, the Issuers shall be entitled, subject to their compliance with Section 4.09 hereof, to issue Additional Notes under
this Indenture, which Notes shall have identical terms as the Notes issued on the Issue Date, other than with respect to the date of issuance and issue price. All the Notes issued under this Indenture shall be treated as a single class for all
purposes of this Indenture including waivers, amendments, redemptions and offers to purchase. 
 With respect to any Additional Notes, each
Issuer shall set forth in a board resolution and an Officers’ Certificate, a copy of each which shall be delivered to the Trustee, the aggregate principal amount of such Additional Notes to be issued, authenticated and delivered pursuant to
this Indenture. 
 In authenticating such Additional Notes, and accepting the additional responsibilities under this Indenture in relation
to such Additional Notes, the Trustee shall receive, and, subject to Section 7.01, shall be fully protected in relying upon: 
 (i) an
executed supplemental indenture, if any; and 
 (ii) an Officers’ Certificate and Opinion of Counsel delivered in accordance with
Section 12.04. 
 Section 2.14 CUSIP Numbers. 

The Issuers in issuing Notes may use “CUSIP” numbers, as applicable (if then generally in use), and, if so, the Trustee shall use for
the Securities “CUSIP” number in notices to the Holders as a convenience to such Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as
contained in any notice and that reliance may be placed only on the other identification numbers printed on the Notes, and any such notice shall not be affected by any defect in or omission of such numbers. The Issuers will promptly notify the
Trustee in writing of any changes in the “CUSIP” numbers. 

  
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 ARTICLE 3 

REDEMPTION AND PREPAYMENT 

Section 3.01 Notices to Trustee. 

If the Issuers elect to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the
Trustee, at least 30 days but not more than 60 days before a Redemption Date, an Officers’ Certificate setting forth: 

(1) the clause of this Indenture pursuant to which the redemption shall occur; 

(2) the Redemption Date; 

(3) the principal amount of Notes to be redeemed; and 

(4) the redemption price. 

Section 3.02 Selection of Notes To Be Redeemed or Purchased. 

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select Notes for redemption
or purchase on a pro rata basis, by lot or such other similar method in accordance with the procedures of DTC. 
 No Notes of $2,000 or less
can be redeemed in part. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 15 nor more than 60 days prior to the redemption or
purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase. 
 The Trustee will promptly
notify the Issuers in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected
will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000,
shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase. 

Section 3.03 Notice of Redemption. 

Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a Redemption Date, the Issuers will
mail or cause to be mailed, by first class mail, or delivered via electronic transmission a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed or delivered via
electronic transmission more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 11 hereof. Notice of any redemption
of the Notes, (including upon an Equity Offering, in connection with a transaction (or series of related transactions) that constitute a Change of Control or otherwise) may, at the Issuers’ discretion, be given prior to the completion thereof
and be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, Change of Control or such other transaction. In addition, if such redemption is subject to satisfaction of one or more
conditions precedent, such notice shall state that, in the Issuers’ discretion, the Redemption Date may be delayed until such time (including more than 60 days after the date the notice of redemption was delivered) as any or all such conditions
shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date so delayed, or such notice may be
rescinded at any time in the Issuers’ discretion if in the good faith judgment of the Issuers any or all of such conditions will not be satisfied. In addition, the Issuers may provide in such notice that payment of the redemption price and
performance of the Issuers’ obligations with respect to such redemption may be performed by another Person. 

  
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 The notice will identify the Notes to be redeemed and will state: 

(1) the Redemption Date; 

(2) the redemption price, if then determinable, and, if not, then a method for determination; 

(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the
Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note; 

(4) the name and address of the Paying Agent; 

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; 

(6) that, unless the Issuers default in making such redemption payment, interest on Notes called for redemption ceases to
accrue on and after the Redemption Date; 
 (7) the paragraph of the Notes and/or Section of this Indenture pursuant to which
the Notes called for redemption are being redeemed; and 
 (8) that no representation is made as to the correctness or
accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. 
 At the Issuers’ request, the Trustee will give
the notice of redemption in the Issuers’ names and at their expense; provided, however, that the Issuers have delivered to the Trustee, at least 45 days prior to the Redemption Date (or such shorter time period as the Trustee may
agree), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 

Section 3.04 Effect of Notice of Redemption. 

Once notice of redemption is delivered in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and
payable on the Redemption Date at the redemption price, unless the redemption is subject to a condition precedent that is not satisfied or waived. 

Section 3.05 Deposit of Redemption or Purchase Price. 

Prior to 11:00 a.m. New York time on the redemption or purchase date, the Issuers will deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption or purchase price of and accrued interest and Special Interest, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Issuers any money deposited
with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest and Special Interest, if any, on, all Notes to be redeemed or purchased. 

If the Issuers comply with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to
accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall
be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Issuers
to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at
the rate provided in the Notes and in Section 4.01 hereof. 

  
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 Section 3.06 Notes Redeemed or Purchased in Part. 

Upon surrender of a Note that is redeemed or purchased in part, the Issuers will issue and, upon receipt of an Authentication Order, the
Trustee will authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered. 

Section 3.07 Optional Redemption. 

(a) At any time prior to May 15, 2018, the Issuers may on any one or more occasions redeem up to 35% of the aggregate
principal amount of the outstanding Notes (including any Additional Notes) issued under this Indenture at a redemption price of 106.875% of the principal amount with an amount equal to or less than the net cash proceeds of one or more Equity
Offerings, plus accrued and unpaid interest and Special Interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or
prior to the Redemption Date); provided that: 
 (1) at least 65% of the aggregate principal amount of Notes
originally issued under this Indenture (excluding Notes held by PBFX and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and 

(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. 

(b) On or after May 15, 2018, the Issuers may, on one or more occasions, redeem all or a part of the Notes at the
redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed, to, but excluding, the applicable Redemption Date, if redeemed during the
twelve-month period beginning on May 15 of each year indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 

 

					
	 Year
	  	Percentage	 
	 2018
	  	 	105.156	% 
	 2019
	  	 	103.438	% 
	 2020
	  	 	101.719	% 
	 2021 and thereafter
	  	 	100.000	% 

 (c) At any time prior to May 15, 2018, the Issuers may, on one or more occasions, also
redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, thereon to, but excluding, the
redemption date (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. The notice need not set forth the Applicable Premium but
only the manner of calculation of the redemption price. With respect to any redemption pursuant to this Section 3.07(b)(3), the Issuers shall notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation
thereof and the Trustee shall not be responsible for such calculation. 
 (d) Any redemption pursuant to this
Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. 
 (e) Unless the Issuers
default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. 

  
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 Section 3.08 Mandatory Redemption. 

Neither of the Issuers is required to make mandatory redemption or sinking fund payments with respect to the Notes. 

The Issuers are not prohibited from acquiring the Notes by means other than a redemption, whether pursuant to a tender offer, open market
purchase or otherwise, so long as the acquisition does not violate the terms of this Indenture. 
 Section 3.09 Offer to Purchase by
Application of Excess Proceeds. 
 In the event that, pursuant to Section 4.10 hereof, the Issuers are required to commence an offer
to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below. 
 The Asset Sale
Offer shall be made to (x) all Holders and (y) to the extent any other Indebtedness that is pari passu in right of payment with the Notes contains provisions similar to those set forth in this Indenture with respect to offers to
purchase or redeem such Indebtedness with the proceeds of sales of assets and such provisions require the Issuers to make such an offer, to all holders of such other Indebtedness. The Asset Sale Offer will remain open for a period of at least 20
Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the
termination of the Offer Period (the “Purchase Date”), the Issuers will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if applicable, such other pari passu Indebtedness (on a
pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as interest
payments are made. 
 If the Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any
accrued and unpaid interest and Special Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to
the Asset Sale Offer. 
 Upon the commencement of an Asset Sale Offer, the Issuers will send, by first class mail or via electronic
transmission, a notice to the Trustee and each of the Holders. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the
Asset Sale Offer, will state: 
 (1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and
Section 4.10 hereof and the length of time the Asset Sale Offer will remain open; 
 (2) the Offer Amount, the purchase
price and the Purchase Date; 
 (3) that any Note not tendered or accepted for payment will continue to accrue interest; 

(4) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer
will cease to accrue interest after the Purchase Date; 
 (5) that Holders electing to have a Note purchased pursuant to an
Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 and integral multiples of $1,000 in excess thereof only; 

(6) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with
the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuers, a Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice
at least three days before the Purchase Date; 

  
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 (7) that Holders will be entitled to withdraw their election if the Issuers, the
Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, facsimile transmission, letter or other specified means of communication setting forth the name of the Holder, the principal amount of
the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; 

(8) that, if the aggregate principal amount of Notes and, if applicable, other pari passu Indebtedness
surrendered by holders thereof exceeds the Offer Amount, the Trustee will select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on a pro rata
basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments in each case as may be deemed appropriate by the Issuers so that only Notes in denominations of $2,000, or integral
multiples of $1,000 in excess thereof, will be purchased); and 
 (9) that Holders whose Notes were purchased only in
part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). 

On or before the Purchase Date, the Issuers will, to the extent lawful, accept for payment, on a pro rata basis to the extent
necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly
accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 3.09. The Issuers, the Depositary or the Paying Agent, as the
case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuers for
purchase, and the Issuers will promptly issue a new Note, and the Trustee, upon written request from the Issuers, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount
equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers will publicly announce the results of the Asset Sale Offer on the Purchase
Date. 
 Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made
pursuant to the provisions of Sections 3.01 through 3.06 hereof. 
 ARTICLE 4 

COVENANTS 

Section 4.01 Payment of Notes. 

The Issuers will pay or cause to be paid the principal of, premium, if any, and interest and Special Interest, if any, on, the Notes on the
dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Special Interest, if any, will be considered paid on the date due if the Paying Agent, if other than the PBFX or a Subsidiary thereof, holds as of 11:00 a.m.
New York Time on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. The Issuers will pay all Special Interest, if any, in the
same manner on the dates and in the amounts set forth in the Registration Rights Agreement. 
 Section 4.02 Maintenance of Office or
Agency. 
 The Issuers will maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of
the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be
served. The Issuers will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers fail to maintain any such required office or agency or fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 

  
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 The Issuers may also from time to time designate one or more other offices or agencies
where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Issuers of their
obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Issuers will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any
such other office or agency. 
 The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency
of the Issuers in accordance with Section 2.03 hereof. 
 Section 4.03 Reports. 

(a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, PBFX shall furnish (whether through
hard copy or Internet access) to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations applicable to non-accelerated filers: 

(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if PBFX were
required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; and 

(2) all current reports that would be required to be filed with the SEC on Form 8-K if PBFX were required to file such reports.

 All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such
reports. Each annual report on Form 10-K will include a report on PBFX’s consolidated financial statements by PBFX’s independent registered public accounting firm. In addition, PBFX will file a copy of each of the reports referred to in
clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its
website within those time periods. 
 If, at any time PBFX is no longer subject to the periodic reporting requirements of the
Exchange Act for any reason, PBFX will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing;
provided that, for so long as PBFX is not subject to the periodic reporting requirements of the Exchange Act for any reason, the time period for filing reports on Form 8-K shall be five (5) Business Days after the event giving rise to
the obligation to file such report. If the SEC will not accept PBFX’s filings for any reason, PBFX will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if PBFX were required to
file those reports with the SEC. 
 If PBFX has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Subsidiaries
individually or collectively would be Significant Subsidiaries, then, to the extent material, the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of
the financial statements or in the footnotes thereto, or in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of PBFX and its Restricted Subsidiaries
separate from the financial condition and results of operations of the Unrestricted Subsidiaries of PBFX. 
 (b) For so long as any Notes
remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Issuers and the Subsidiary Guarantors will furnish to the Holders of Notes and to securities analysts and prospective
investors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 

  
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 PBFX will be deemed to have furnished such reports required in clauses (a) and
(b) above to the Trustee and the Holders of the Notes if it has filed such reports with the SEC using the EDGAR filing system (or any successor thereto) and such reports are publicly available. 

The Trustee shall have no obligation to determine if and when PBFX’s financial statements or reports are publicly available and
accessible electronically. Delivery of these reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of them will not constitute constructive notice of any information contained therein or
determinable from information contained therein, including PBFX’s compliance with any of its covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). 

Section 4.04 Compliance Certificate. 

(a) The Issuers and each Subsidiary Guarantor (to the extent that such Subsidiary Guarantor is so required under the TIA) shall deliver to the
Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate (which shall, in the case of PBFX, be signed by the principal executive officer, the principal financial officer, or the principal accounting officer of the
General Partner) stating that a review of the activities of the Issuers and PBFX’s Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuers have
kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the tens, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such
Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are taking or propose to take with respect thereto). 

(b) So long as any of the Notes are outstanding, the Issuers will deliver to the Trustee, within ten (10) Business Days of becoming aware
of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto. 

Section 4.05 Taxes. 

The Issuers will pay or discharge, and will cause each of PBFX’s Subsidiaries to pay or discharge, prior to delinquency, all material
taxes, lawful assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment or discharge is not adverse in any material respect to the Holders. 

Section 4.06 Stay, Extension and Usury Laws. 

The Issuers and each of the Subsidiary Guarantors covenant (to the extent that they may lawfully do so) that they will not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture and the
Notes; and the Issuers and each of the Subsidiary Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenants (to the extent that they may lawfully do so) that they will not,
by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted. 

Section 4.07 Restricted Payments. 

(a) PBFX will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: 

(1) declare or pay any dividend or make any other payment or distribution on account of PBFX’s or any of its Restricted
Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving PBFX or any of its Restricted Subsidiaries) or to the direct or indirect holders of PBFX’s or any of its
Restricted Subsidiaries’ Equity Interests in their capacity as such (other than distributions or dividends payable solely in Equity Interests of PBFX (other than Disqualified Stock) and other than distributions or dividends payable solely to
PBFX or a Restricted Subsidiary); 

  
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 (2) purchase, redeem or otherwise acquire or retire for value (including, without
limitation, in connection with any merger or consolidation involving PBFX) any Equity Interests of PBFX or any direct or indirect parent of PBFX; 

(3) make any payment to purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of PBFX or any
Subsidiary Guarantor that is contractually subordinated to the Notes or to any Note Subsidiary Guarantee (excluding (a) any intercompany Indebtedness between or among PBFX and any of its Restricted Subsidiaries and (b) the payment of
principal, purchase, repurchase or other acquisition of Indebtedness that is subordinated in right of payment to the Notes or the Note Subsidiary Guarantees acquired in anticipation of satisfying a sinking fund obligation, principal installment or
final maturity, in each case, due within one year of the date of payment, purchase, repurchase or other acquisition); or 

(4) make any Restricted Investment 

(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted
Payments”), unless, at the time of and after giving effect to such Restricted Payment, no Default (except a Reporting Default) or Event of Default has occurred and is continuing and either: 

(1) if the Fixed Charge Coverage Ratio for PBFX’s Reference Period is not less than 1.75 to 1.00, such Restricted Payment,
together with the aggregate amount of all other Restricted Payments made by PBFX and its Restricted Subsidiaries (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8), (9), (10), (11) and (12) of
Section 4.07(b) hereof) during the quarter in which such Restricted Payment is made, is less than the sum, without duplication, of: 

(A) Available Cash from Operating Surplus as of the end of the immediately preceding fiscal quarter; plus 

(B) 100% of the aggregate net proceeds, or the Fair Market Value of assets or property, received by PBFX (including the Fair
Market Value of any Permitted Business or long-term assets that are used or useful in a Permitted Business to the extent acquired in consideration of Equity Interests of PBFX (other than Disqualified Stock)) since the Issue Date as a contribution to
its common equity capital or from the issue or sale of (i) Equity Interests of PBFX (other than Disqualified Stock) or (ii) convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of PBFX that have
been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of PBFX); plus 

(C) to the extent that any Restricted Investment that was made after the Issue Date is sold for cash or Cash Equivalents
or otherwise liquidated or repaid for cash or Cash Equivalents, the return of capital or similar payment made in cash or Cash Equivalents with respect to such Restricted Investment (less the cost of disposition, if any); plus 

(D) the net reduction in Restricted Investments made after the Issue Date resulting from dividends, repayments of loans or
advances, or other transfers of assets in each case to PBFX or any of its Restricted Subsidiaries from any Person (including, without limitation, Unrestricted Subsidiaries) or from redesignations of Unrestricted Subsidiaries as Restricted
Subsidiaries, to the extent such amounts have not been included in Available Cash from Operating Surplus for any period commencing on or after the Issue Date (items (B), (C) and (D) being referred to as “Incremental
Funds”); minus 

  
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 (E) the aggregate amount of Incremental Funds previously expended pursuant to
this clause (1) and clause (2) below; or 
 (2) if the Fixed Charge Coverage Ratio for PBFX’s Reference Period-is less than 1.75 to 1.00, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by PBFX and its Restricted Subsidiaries (excluding Restricted Payments
permitted by clauses (2), (3), (4), (5), (6), (7), (8), (9), (10), (11) and (12) of Section 4.07(b) hereof) during the quarter in which such Restricted Payment is made (such Restricted Payments for purposes of this clause (2)
meaning only distributions on common units and subordinated units of PBFX, plus the related distribution, if any, to the General Partner), is less than the sum, without duplication, of: 

(A) $100.0 million less the aggregate amount of all Restricted Payments made by PBFX and its Restricted Subsidiaries
pursuant to this clause (2)(A) since the Issue Date; plus 
 (B) Incremental Funds to the extent not previously
expended pursuant to this clause (2) or clause (1) above. 
 (b) The provisions of Section 4.07(a) hereof will not prohibit:

 (1) the payment of any dividend or distribution or the consummation of an irrevocable redemption of Subordinated
Obligations within 60 days after the date of the declaration of such dividend or the delivery of the irrevocable notice of redemption, as the case may be, if at the date of declaration or the date on which such irrevocable notice is delivered, such
dividend or redemption would have complied with the provisions of this Indenture (assuming, in the case of a redemption payment, the giving of the notice of such redemption payment would have been deemed to be a Restricted Payment at such time and
such deemed Restricted Payment would have been permitted at such time); 
 (2) the making of any Restricted Payment in
exchange for, or out of the net cash proceeds of, a substantially concurrent (a) capital contribution to PBFX from any Person (other than a Restricted Subsidiary of PBFX) or (b) sale or issuance (other than to a Restricted Subsidiary of
PBFX) of Equity Interests (other than Disqualified Stock) of PBFX, with a sale or issuance being deemed substantially concurrent if such Restricted Payment occurs not more than 120 days after such sale; provided that the amount of any such
net cash proceeds that are utilized for any such Restricted Payment will be excluded or deducted from the calculation of Available Cash from Operating Surplus and Incremental Funds; 

(3) the making of any principal payment on, or the defeasance, redemption, repurchase, retirement or other acquisition of, any
Subordinated Obligation with the net cash proceeds from an incurrence of, or in exchange for, Permitted Refinancing Indebtedness; 

(4) the payment of any distribution or dividend by a Restricted Subsidiary of PBFX to the holders of such Restricted
Subsidiary’s Equity Interests (other than Disqualified Stock) on a pro rata basis; 
 (5) the repurchase,
redemption or other acquisition or retirement for value of any Equity Interests of PBFX or any Restricted Subsidiary of PBFX held by any current or former officer, director, consultant or employee (seconded or otherwise) of the General Partner, PBFX
or any of their respective Subsidiaries pursuant to any equity subscription agreement or plan, stock or unit option agreement, shareholders’ agreement, employment agreement or similar agreement; provided, that the aggregate price paid
for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $5.0 million in any calendar year (with unused amounts in any calendar year to be carried forward to successive calendar years and added to such amount);
provided further that such amount in any calendar year may be increased by an amount not to exceed (a) the cash proceeds received by PBFX or any of its Restricted Subsidiaries from sales of Equity Interests of PBFX to members of
management, employees or directors of the General Partner, PBFX or their respective Subsidiaries that occurs after the Issue Date (to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment
of Restricted Payments by virtue of clauses (1)(B) or (2)(B) of Section 4.07(a) hereof), plus (b) the cash proceeds of key man life insurance policies received by PBFX or any of its Restricted Subsidiaries after the
Issue Date; 

  
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 (6) the declaration and payment of dividends to Holders of any class or series of
Disqualified Stock of PBFX or any of its Restricted Subsidiaries or any class or series of Preferred Stock of a Restricted Subsidiary issued pursuant to Section 4.09 hereof; 

(7) repurchases of Equity Interests deemed to occur upon the cashless exercise of stock options, warrants or other convertible
securities if such Equity Interests represent a portion of the exercise price of such options, warrants or other convertible securities; 

(8) cash payments in lieu of the issuance of fractional shares or units, or the purchase by PBFX of fractional shares or units,
in connection with (a) the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of PBFX or (b) stock or unit dividends, splits or combinations or business combinations; 

(9) in connection with an acquisition by PBFX or any of its Restricted Subsidiaries, the return to PBFX or any of its
Restricted Subsidiaries of Equity Interests of PBFX or any of its Restricted Subsidiaries constituting a portion of the purchase consideration in settlement of indemnification claims or pursuant to purchase price adjustments under the acquisition
agreement; 
 (10) the repurchase, redemption or other acquisition or retirement for value of any Subordinated
Obligations pursuant to Sections 4.10 or 4.15; provided that all Notes tendered by Holders and not withdrawn in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for
value; 
 (11) the issuance of common Equity Interests upon the conversion of subordinated Equity Interests; and 

(12) any purchases, redemptions or other acquisitions or retirements for value of Equity Interests made in lieu of withholding
taxes in connection with any exercise or exchange of warrants, options or rights to acquire Equity Interests; 
 provided further, that, with respect
to clauses (5), (6) and (10) of this Section 4.07(b), no Default (other than a Reporting Default) shall have occurred and be continuing. 

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by PBFX or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. For the purposes of determining compliance with this Section 4.07, in the event that a Restricted
Payment or Investment (or a portion thereof) meets the criteria of more than one of the categories of Restricted Payments described in the preceding clauses (1) through (12) and/or one or more of the exceptions contained in the definition
of “Permitted Investments,” or is permitted pursuant to the first paragraph of this covenant, PBFX will be permitted to divide or classify (or later divide, classify or reclassify in whole or in part in its sole discretion) such Restricted
Payment or Investment (or portion thereof) among such clauses (1) through (12) and such first paragraph and/or one or more of the exceptions contained in the definition of “Permitted Investments,” in any manner that complies with
this Section 4.07. 
 Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries. 

(a) PBFX will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of PBFX (other than Finance Corp.) that is not a Subsidiary Guarantor to: 

  
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 (1) pay dividends or make any other distributions on its Equity Interests to PBFX
or any of its Restricted Subsidiaries that is a Subsidiary Guarantor, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to PBFX or any of its Restricted Subsidiaries that is a
Subsidiary Guarantor; provided that the priority of any preferred equity or similar Equity Interest in receiving dividends or liquidating distributions prior to the payment of dividends or liquidating distributions on common equity shall not
be deemed to be a restriction on the ability to make distributions on Capital Stock; 
 (2) make loans or advances to PBFX or
any of its Restricted Subsidiaries that is a Subsidiary Guarantor; or 
 (3) sell, lease or transfer any of its properties or
assets to PBFX or any of its Restricted Subsidiaries that is a Subsidiary Guarantor. 
 (b) The restrictions in Section 4.08(a) hereof
will not apply to encumbrances or restrictions existing under or by reason of: 
 (1) agreements as in effect on the
Issue Date, the Credit Agreements and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments,
restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in
those agreements on the Issue Date; 
 (2) this Indenture, the Notes and the Note Subsidiary Guarantees; 

(3) agreements governing other Indebtedness, Disqualified Stock or Preferred Stock, the incurrence or issuance of which is not
prohibited by the covenant described above under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein
are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Subsidiary Guarantees and, in the good faith judgment of PBFX determined at the time of the incurrence of such Indebtedness,
Disqualified Stock or Preferred Stock, the encumbrances and restrictions contained therein will not materially impair PBFX’s ability to make payments under the notes when due; 

(4) applicable law, rule, regulation or order; 

(5) any instrument governing Indebtedness or Equity Interest of a Person acquired by PBFX or any of its Restricted
Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interest was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be
incurred; 
 (6) customary non-assignment provisions in contracts, agreements, licenses and leases entered into in the
ordinary course of business; 
 (7) purchase money obligations for property acquired in the ordinary course of business and
Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; 

(8) any agreement for the sale or other disposition of a Restricted Subsidiary or assets of such Restricted Subsidiary that
contains any such restrictions on that Restricted Subsidiary pending such sale or other disposition; 

  
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 (9) Permitted Refinancing Indebtedness; provided that the
restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; 

(10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to
dispose of the assets subject to such Liens; 
 (11) provisions limiting the disposition or distribution of assets or
property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements; 

(12) any agreement or instrument relating to any property or assets acquired after the Issue Date, so long as such encumbrance
or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions; 

(13) encumbrances or restrictions contained in, or in respect of, Hedging Obligations permitted under this Indenture from time
to time; 
 (14) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the
ordinary course of business; and 
 (15) secured Indebtedness that limits the right of the debtor to dispose of the assets
securing such Indebtedness and any related encumbrance or restriction contained in security agreements, mortgages or purchase money agreements. 

Section 4.09 Incurrence of Indebtedness and Issuance of Disqualified Stock and Certain Preferred Stock. 

(a) PBFX will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt) and PBFX will not issue any Disqualified Stock and will not
permit any of its Restricted Subsidiaries to issue any Disqualified Stock or Preferred Stock; provided, however, that PBFX and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and
any Restricted Subsidiary may issue Preferred Stock, if the Fixed Charge Coverage Ratio for PBFX’s Reference Period immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued, as the
case may be, would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or Preferred Stock
had been issued, as the case may be, at the beginning of such Reference Period. 
 (b) The provisions of Section 4.09(a) hereof
will not apply to the following (collectively, “Permitted Debt”): 
 (1) the incurrence by PBFX and
any Restricted Subsidiary of Indebtedness pursuant to one or more Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the
maximum potential liability of PBFX and its Restricted Subsidiaries thereunder) not to exceed the sum of (x) the greater of (a) $500.0 million and (b) the sum of $375.0 million and 25.0% of Consolidated Net Tangible Assets (determined
as of the date of incurrence and after giving effect to the use of proceeds therefrom) and (y) the aggregate amount of discounts, commissions, premiums, fees and other costs and expenses related to the refinancing of such Credit Facilities;

 (2) the incurrence by PBFX, Finance Corp. and its Restricted Subsidiaries of Existing Indebtedness; 

  
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 (3) the incurrence by PBFX, Finance Corp. and the Subsidiary Guarantors of
Indebtedness represented by the Notes and the related Note Subsidiary Guarantees to be issued on the Issue Date and the Exchange Notes and the related Note Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement in exchange
therefor; 
 (4) the incurrence by PBFX or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease
Obligations, Synthetic Lease Obligations, mortgage financings or purchase money obligations (including any Acquired Debt), the issuance of Disqualified Stock by PBFX or any of its Restricted Subsidiaries or the issuance of Preferred Stock by any
Restricted Subsidiary of PBFX, in each case, incurred in connection with the purchase of, or for the purpose of financing all or any part of the purchase price or cost of construction, improvement or development of, property, plant or equipment used
or useful in the business of PBFX or any of its Restricted Subsidiaries and related financing costs, and Attributable Debt in respect of sale and leaseback transactions, in an aggregate principal amount at any time outstanding not to exceed the sum
of (x) the greater of (a) $75.0 million and (b) 10.0% of PBFX’s Consolidated Net Tangible Assets (determined as of the date of incurrence and after giving effect to the use of proceeds therefrom) and (y) the aggregate amount
of discounts, commission, premiums, fees and other costs and expenses incurred to renew, refund, refinance, replace, redeem, defease or discharge any Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, pursuant to this clause
(4); 
 (5) the incurrence by PBFX or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange
for, or the net proceeds of which are used to renew, refund, refinance, replace, redeem, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under Section 4.09(a)
hereof or clause (2), (3), (12) or (13) of this Section 4.09(b) or this clause (5); 
 (6) the
incurrence by PBFX or any of its Restricted Subsidiaries of intercompany Indebtedness between or among PBFX and any of its Restricted Subsidiaries; provided, however, that: 

(A) if PBFX or any Subsidiary Guarantor is the obligor on such Indebtedness and the payee is not PBFX or a Subsidiary
Guarantor, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of PBFX, or the Note Subsidiary Guarantee, in the case of a Subsidiary
Guarantor; and 
 (B) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being
held by a Person other than PBFX or a Restricted Subsidiary of PBFX and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either PBFX or a Restricted Subsidiary of PBFX, will be deemed, in each case, to constitute
an incurrence of such Indebtedness by PBFX or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); 

(7) the incurrence by PBFX or any of its Restricted Subsidiaries of Hedging Obligations, including any obligations with respect
to letters of credit issued in connection therewith; 
 (8) the guarantee by PBFX or any of its Restricted Subsidiaries of
(i) Indebtedness of PBFX or a Restricted Subsidiary of PBFX to the extent the incurrence of such Indebtedness is not otherwise prohibited by this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari
passu with the Notes or Note Subsidiary Guarantees, then such guarantee shall be subordinated or pari passu, as applicable, to the Notes or the Note Subsidiary Guarantees to the same extent as the Indebtedness guaranteed or
(ii) Indebtedness incurred by Joint Ventures and/or Unrestricted Subsidiaries to the extent such guarantee of such Indebtedness is not prohibited by Section 4.07; 

(9) the incurrence by PBFX or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation or
similar liabilities, health or other types of social security benefits, unemployment or other insurance or self-insurance obligations, insurance contracts, reclamation, statutory obligations, bankers’ acceptances, and bid, performance, advance,
payment, deposit, appeal and surety bonds in the ordinary course of business, including guarantees and obligations respecting standby letters of credit supporting such obligations, to the extent not drawn (in each case other than an obligation for
money borrowed) and replacements of any of the foregoing; 

  
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 (10) the incurrence by PBFX or any of its Restricted Subsidiaries of Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days; 

(11) the issuance by PBFX or any of its Restricted Subsidiaries of Disqualified Stock or by any Restricted Subsidiary of
PBFX of Preferred Stock, in each case, to PBFX or any of its Restricted Subsidiaries, as the case may be; provided, however, that: 

(a) any subsequent issuance or transfer of Equity Interests of a Restricted Subsidiary that results in any such Disqualified
Stock or Preferred Stock being held, directly or indirectly, by a Person other than PBFX or a Restricted Subsidiary of PBFX; and 

(b) any sale or other transfer of any such Disqualified Stock or Preferred Stock to a Person that is not either PBFX or a
Restricted Subsidiary of PBFX, 
 will be deemed, in each case, to constitute an issuance of such Disqualified Stock by PBFX or such
Restricted Subsidiary or issuance of such Preferred Stock by such Restricted Subsidiary that was not permitted by this clause; 

(12) Indebtedness, Disqualified Stock or Preferred Stock of (i) PBFX or a Restricted Subsidiary incurred to finance an
acquisition or (ii) a Person that is acquired by PBFX or any Restricted Subsidiary or merged with or consolidated into PBFX or any Restricted Subsidiary; provided that after giving effect to such transaction on a pro forma basis, either:

 (a) PBFX would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
test described in this Section 4.09; or 
 (b) the Fixed Charge Coverage Ratio of PBFX would be equal to or greater than
the Fixed Charge Coverage Ratio for PBFX immediately prior to such transaction; 
 (13) the incurrence by PBFX of
Indebtedness in the ordinary course of business under documentary letters of credit, which are to be repaid in full not more than one year after the date on which such Indebtedness was originally incurred to finance the purchase of goods by PBFX or
any of its Restricted Subsidiaries; 
 (14) the incurrence of Indebtedness arising from agreements with PBFX or any of its
Restricted Subsidiaries providing for indemnification, adjustment of purchase price, earn-outs, or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business, assets or a Subsidiary in
accordance with the terms of this Indenture, other than guarantees of Indebtedness incurred or assumed by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition; 

(15) the incurrence by PBFX or any of its Restricted Subsidiaries of additional Indebtedness, the issuance by PBFX or any of
its Restricted Subsidiaries of Disqualified Stock or the issuance by any Restricted Subsidiary of PBFX of Preferred Stock in an aggregate principal amount at any time outstanding not to exceed the sum of (x) the greater of (a) $100.0
million and (b) 12.5% of Consolidated Net Tangible Assets (determined as of the date of incurrence and after giving effect to the use of proceeds therefrom) and (y) the aggregate amount of discounts, commission, premiums, fees and other
costs and expenses incurred to renew, refund, refinance, replace, redeem, defease or discharge any Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, pursuant to this clause (15); 

  
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 (16) the incurrence by PBFX or any of its Restricted Subsidiaries of obligations
relating to net gas balancing positions arising in the ordinary course of business and consistent with past practice; 
 (17)
the incurrence by PBFX or any of its Restricted Subsidiaries of obligations in respect of Treasury Management Arrangements; 

(18) the incurrence by PBFX or any of its Restricted Subsidiaries of Indebtedness, the issuance by PBFX or any of its
Restricted Subsidiaries of Disqualified Stock or the issuance by any Restricted Subsidiary of PBFX of Preferred Stock incurred in connection with the purchase of, or for the purpose of financing all or any part of the purchase price or cost of
construction, improvement or development of the Additional Hydrogen Plant and related financing costs, in an aggregate principal amount at any time outstanding not to exceed the sum of (x) the greater of (a) $75.0 million and
(b) 10.0% of PBFX’s Consolidated Net Tangible Assets (determined as of the date of incurrence and after giving effect to the use of proceeds therefrom) and (y) the aggregate amount of discounts, commission, premiums, fees and other
costs and expenses incurred to renew, refund, refinance, replace, redeem, defease or discharge any Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, pursuant to this clause (18); and 

(19) the incurrence by PBFX (and, if applicable, Finance Corp.) or any of its Restricted Subsidiaries of Permitted Term Loan
Indebtedness. 
 PBFX will not incur, and will not permit any Subsidiary Guarantor to incur, any Indebtedness (including Permitted
Debt) that is contractually subordinated in right of payment to any other Indebtedness of PBFX or such Subsidiary Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Notes and the applicable Note
Subsidiary Guarantee on substantially identical terms; provided, however, that no Indebtedness shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of PBFX solely by virtue of being unsecured
or by virtue of being secured on a first or junior Lien basis. 
 For purposes of determining compliance with this
Section 4.09, in the event that an item of proposed Indebtedness (including Acquired Debt) meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (19) above, or is entitled to be
incurred pursuant to Section 4.09(a) hereof, PBFX will be permitted to classify all or a portion of such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that
complies with this Section 4.09; provided that Indebtedness under the Revolving Credit Agreement outstanding on the Issue Date will initially be deemed to have been incurred on such date in reliance on the exception provided by clause
(1) of the definition of “Permitted Debt.” 
 The accrual of interest, the accretion or amortization of original issue
discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of Preferred Stock as Indebtedness due to a change in accounting principles, and the payment of dividends on
Disqualified Stock or Preferred Stock in the form of additional shares of the same class of Disqualified Stock or Preferred Stock, as applicable, will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or
Preferred Stock for purposes of this Section 4.09. Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that PBFX or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not
be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values. 
 The amount of any Indebtedness
outstanding as of any date will be: 
 (1) the accreted value of the Indebtedness, in the case of any Indebtedness issued
with original issue discount; 
 (2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and


  
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 (3) in respect of Indebtedness of another Person secured by a Lien on the assets
of the specified Person, the lesser of: 
 (A) the Fair Market Value of such assets at the date of determination; and 

(B) the amount of the Indebtedness of the other Person. 

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S.
dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed,
in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be
exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing
Indebtedness does not exceed (i) the principal amount of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing.
The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in
which such respective Indebtedness is denominated that is in effect on the date of such refinancing. 
 Section 4.10 Asset
Sales. 
 PBFX will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: 

(1) PBFX (or the Restricted Subsidiary, as the case may be) receives consideration at least equal to the Fair Market Value
(such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale and which shall give effect to the assumption by another Person of any liabilities as provided for in clause (A) of the following paragraph) of
the assets or Equity Interests issued or sold or otherwise disposed of; and 
 (2) at least 75% of the aggregate
consideration received by PBFX or such Restricted Subsidiary, as the case may be, from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash or Cash Equivalents. 

For purposes of the preceding clause (2) of this provision, each of the following shall be deemed to be cash or Cash Equivalents: 

(A) any liabilities, as shown on PBFX’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred
or increased subsequent to the date of such balance sheet, such liabilities that would have been shown on PBFX’s consolidated balance sheet or footnotes thereto if such incurrence o increase had taken place on the date of such balance sheet as
determined by PBFX, of PBFX or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Subsidiary Guarantees) that are assumed by the transferee of any such assets
pursuant to a customary novation agreement that releases PBFX or such Restricted Subsidiary from further liability; 
 (B)
any securities, notes or other obligations received by PBFX or any such Restricted Subsidiary in connection with such transaction that within 180 days after the Asset Sale (subject to ordinary settlement periods) are converted by PBFX or such
Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion; 

(C) any stock or assets of the kind referred to in clauses (2) or (4) of the next succeeding paragraph received by
PBFX or any such Restricted Subsidiary in connection with such transaction; 

  
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 (D) accounts receivable of a business retained by PBFX or any of its
Restricted Subsidiaries, as the case may be, following the sale of such business, provided such accounts receivable (x) are not past due more than 60 days and (y) do not have a payment date greater than 90 days from the date of the
invoices creating such accounts receivable; and 
 (E) any Designated Non-Cash Consideration received by PBFX or any
of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value (as determined in good faith by PBFX), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (e), not to exceed the
greater of (i) $50.0 million and (ii) 10.0% of Consolidated Net Tangible Assets (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent
changes in value) 
 Within 365 days after the receipt of any Net Proceeds from an Asset Sale, PBFX (or any Restricted Subsidiary) may apply
such Net Proceeds at its option to any combination of the following: 
 (1) to prepay, repay, redeem or repurchase Senior
Indebtedness (including the Notes) of PBFX and/or its Restricted Subsidiaries (or to make an offer to repurchase or redeem such Indebtedness, provided that such repurchase or redemption closes within 45 days after the end of such 365-day period or
any permitted extension thereof as contemplated by the proviso to this paragraph); 
 (2) to acquire a controlling interest
in another business or all or substantially all of the assets of, or any Capital Stock or operating line of, another business, in each case engaged in a Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the
Permitted Business is or becomes a Restricted Subsidiary of PBFX; 
 (3) to make capital expenditures; or 

(4) to acquire other assets or make Investments that are not classified as current assets under GAAP and that are used or
useful in a Permitted Business; 
 provided that, in the case of clauses (2), (3) and (4) above, a binding commitment shall be treated as a
permitted application of the Net Proceeds from the date of such commitment so long as PBFX (or the applicable Restricted Subsidiary, as the case may be) enters into such commitment with the good faith expectation that such Net Proceeds will be
applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”); and such Net Proceeds are actually applied in such manner within the later of 365 days from the consummation of the Asset Sale and
180 days from the date of the Acceptable Commitment, and in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, PBFX (or the applicable Restricted
Subsidiary, as the case may be) enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination and such Net Proceeds are actually applied in such manner within 180 days from the
date of the Second Commitment, it being understood that if a Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied then such Net Proceeds shall constitute Excess Proceeds. 

Pending the final application of any Net Proceeds, PBFX or the applicable Restricted Subsidiary may temporarily reduce revolving credit
borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. 
 Any Net Proceeds from Asset Sales
that are not applied or invested as provided in the second paragraph of this Section 4.10 will constitute “Excess Proceeds.” Within five days after the date on which the aggregate amount of Excess Proceeds exceeds $50.0
million (or, at the Issuers’ option, any earlier date), the Issuers will make an Asset Sale Offer to purchase or redeem debt in an amount equal to such Excess Proceeds to (x) all Holders of Notes and (y) to the extent any other
Indebtedness that is pari passu in right of payment with the Notes contains provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem such Indebtedness with the proceeds of sales of assets and such
provisions require the Issuers to make such an offer, to all Holders of such other 

  
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Indebtedness. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount (or accreted value) thereof plus accrued and unpaid interest and Special Interest, if any,
to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, PBFX or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this
Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the representative of such other pari
passu Indebtedness will select such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. 

PBFX will comply with the requirements of Rule 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09
hereof or this Section 4.10, PBFX will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such compliance.

 Section 4.11 Transactions with Affiliates. 

(a) PBFX will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of PBFX
(each, an “Affiliate Transaction”) if such Affiliate Transaction involves aggregate consideration in excess of $7.5 million, unless: 

(1) the Affiliate Transaction is on terms that are no less favorable to PBFX or the relevant Restricted Subsidiary than those
that could have been obtained in a comparable transaction by PBFX or such Restricted Subsidiary with an unrelated Person or, if no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is
otherwise fair to PBFX or the relevant Restricted Subsidiary from a financial point of view; and 
 (2) PBFX delivers to the
Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50.0 million, a resolution of the Board of Directors of the General Partner set forth in an Officers’
Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with clause (1) of this Section 4.11(a) and that such Affiliate Transaction has been approved by either the Conflicts Committee of
the Board of Directors of the General Partner (so long as the members of the Conflicts Committee approving the Affiliate Transaction are disinterested) or a majority of the disinterested members of the Board of Directors of the General Partner. 

(b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of
Section 4.11(a) hereof: 
 (1) reasonable fees and compensation paid to or for the benefit of any employee, officer or
director of PBFX, any of its Restricted Subsidiaries or the General Partner, and any employment agreement, customary benefit program or arrangement (including vacation plans, health and life insurance plans, deferred compensation plans and
retirement or savings and similar plans), equity award, equity option or equity appreciation agreement or plan, officer or director indemnification agreement or any similar arrangement entered into by PBFX, any of its Restricted Subsidiaries or the
General Partner existing on the Issue Date, or entered into thereafter in the ordinary course of business, and any indemnities or other transactions permitted or required by bylaw, statutory provisions or any of the foregoing agreements, plans or
arrangements; 
 (2) transactions between or among PBFX and/or its Restricted Subsidiaries; 

  
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 (3) transactions with a Person (other than an Unrestricted Subsidiary of PBFX)
that is an Affiliate of PBFX solely because PBFX owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; 

(4) any issuance of Equity Interests (other than Disqualified Stock) of PBFX to Affiliates of PBFX; 

(5) Restricted Payments or Permitted Investments that do not violate Section 4.07 hereof; 

(6) customary compensation, indemnification and other benefits made available to officers, directors or employees of PBFX, a
Restricted Subsidiary of PBFX or the General Partner, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance; 

(7) in the case of purchases, sales, gathering, transportation, marketing, hedging, production handling, operating,
construction, terminalling, processing, fractionation, storage, lease, platform use, or other operational contracts, any such contracts that are entered into in the ordinary course of business on terms substantially similar to those contained in
similar contracts entered into by PBFX or any Restricted Subsidiary and third parties, or if neither PBFX nor any Restricted Subsidiary has entered into a similar contract with a third party, that the terms are no less favorable than those available
from third parties on an arm’s-length basis, as determined by the Board of Directors of the General Partner; 
 (8)
loans or advances to employees in the ordinary course of business not to exceed $5.0 million in the aggregate at any one time outstanding; 

(9) the existence of, or the performance by PBFX or any Restricted Subsidiary of its obligations under the terms of, any
written agreement in effect on the Issue Date, as such agreement may be amended, modified or supplemented from time to time and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the
performance by PBFX or any Restricted Subsidiary of its obligations under, any future amendment to such agreements or under any such similar agreements shall only be permitted by this clause (9) to the extent that the terms of any such
amendment or new agreement, taken as a whole, are not less favorable to PBFX or such Restricted Subsidiary in any material respect as compared to the terms of the agreement in effect on the Issue Date; 

(10) any transaction in which PBFX or any of its Restricted Subsidiaries, as the case may be, has obtained an opinion from an
Independent Financial Advisor to the effect that such transaction is fair to PBFX or such Restricted Subsidiary from a financial point of view or that such transaction meets the requirements of clause (1) of Section 4.11(a); 

(11) guarantees of performance by PBFX or any of its Restricted Subsidiaries in the ordinary course of business, except for
guarantees of Indebtedness in respect of borrowed money; 
 (12) (A) guarantees by PBFX or any of its Restricted Subsidiaries
of performance of obligations of Unrestricted Subsidiaries or Joint Ventures in the ordinary course of business and (B) pledges by PBFX or any Restricted Subsidiary of Capital Stock in Unrestricted Subsidiaries or Joint Ventures for the benefit
of lenders or other creditors of Unrestricted Subsidiaries or Joint Ventures as contemplated by clause (13) of the definition of “Permitted Liens” with respect to clause (B) so long as any such transaction, if involving aggregate
consideration in excess of $50.0 million, has been approved by a majority of the disinterested members of the Board of Directors of the General Partner; 

(13) any transactions between PBFX or any Restricted Subsidiary and any Person, a director of which is also a director of PBFX
or a Restricted Subsidiary or any direct or indirect parent company of PBFX; provided that such director abstains from voting as a director of PBFX or the Restricted Subsidiary or any direct or indirect parent company of PBFX, as applicable,
in connection with the approval of the transaction; and 

  
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 (14) any purchase or other acquisition or related transaction pursuant to the
Omnibus Agreement. 
 Section 4.12 Liens. 

PBFX will not and will not permit any Subsidiary Guarantor to, create, incur, assume or otherwise cause or suffer to exist or become effective
any Lien of any kind (other than Permitted Liens) securing Indebtedness upon any of their property or assets (other than Term Loan Collateral securing Permitted Term Loan Indebtedness), now owned or hereafter acquired, unless: 

(1) in the case of Liens securing Subordinated Obligations of PBFX or a Subsidiary Guarantor, the Notes or Note Subsidiary
Guarantees, as applicable, are contemporaneously secured by a Lien on such property or assets on a senior basis to the Subordinated Obligations so secured with the same priority that the Notes or Note Subsidiary Guarantees, as applicable, have to
such Subordinated Obligations until such time as such Subordinated Obligations are no longer so secured by a Lien (other than a Permitted Lien); and 

(2) in the case of Liens securing Senior Indebtedness of PBFX or a Subsidiary Guarantor, the Notes or Note Subsidiary
Guarantees, as applicable, are contemporaneously secured by a Lien on such property or assets on an equal and ratable basis with the Senior Indebtedness so secured until such time as such Senior Indebtedness is no longer so secured by a Lien (other
than a Permitted Lien). 
 Any Lien on property or assets of PBFX or any Subsidiary Guarantor created for the benefit of Holders of the
Notes pursuant to the preceding paragraph shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged at such time as there are no other Liens of any kind (other than Permitted Liens) on such property
or assets securing Indebtedness. 
 Section 4.13 Limitations on Finance Corp. Activities. 

Finance Corp. shall not incur Indebtedness unless (1) PBFX is a borrower, issuer, co-issuer or guarantor of such Indebtedness or
(2) the net proceeds of such Indebtedness are loaned to PBFX, used to acquire outstanding debt securities issued by PBFX or used to repay Indebtedness of PBFX as permitted under Section 4.09 hereof. Finance Corp. may not engage in any
business not related directly or indirectly to obtaining money or arranging financing for PBFX or its Restricted Subsidiaries. 

Section 4.14 Corporate Existence. 

Subject to Article 5 hereof, PBFX shall do or cause to be done all things necessary to preserve and keep in full force and effect: 

(1) its limited partnership existence, and the corporate, partnership or other existence of each of its Restricted
Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of PBFX or any such Restricted Subsidiary; and 

(2) the rights (charter and statutory), licenses and franchises of PBFX and its Restricted Subsidiaries;
provided, however, that PBFX shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries, if the Board of Directors shall determine that
the preservation thereof is no longer desirable in the conduct of the business of PBFX and its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes. 

  
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 Section 4.15 Offer to Repurchase Upon Change of Control Triggering Event 

(a) Upon the occurrence of a Change of Control Triggering Event, the Issuers will make an offer (a “Change of Control Offer”)
to each Holder of Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% (or, at the election of PBFX, a higher percentage) of
the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders of Notes on the relevant record
date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Issuers will mail or deliver via electronic
transmission a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control Triggering Event and stating: 

(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes validly tendered and
not validly withdrawn will be accepted for payment; 
 (2) the purchase price and the purchase date, which shall be no
earlier than 20 Business Days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); 

(3) that any Note not tendered will continue to accrue interest; 

(4) that, unless the Issuers Default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant
to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; 
 (5) that Holders
electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” attached to such Notes completed, or transfer by book-entry
transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; 

(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business
on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing
his election to have such Notes purchased; and 
 (7) that Holders whose Notes are being purchased only in part will be
issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. 

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to
the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the
provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance. 

(b) On the Change of Control Payment Date, the Issuers will, to the extent lawful: 

(1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of
Control Offer; 
 (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions of Notes properly tendered pursuant to the Change of Control Offer; and 
 (3) deliver or cause to be delivered
to the Trustee the Notes accepted for purchase together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. 

  
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 The Paying Agent will promptly mail to each Holder properly tendered the Change of Control
Payment for such Notes (or, if all the Notes are then in global form, it will make such payment through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note
equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, that each new Note will be in a principal amount of $2,000 or an integral multiple of $ 1,000 in excess thereof. The Issuers will publicly
announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. 
 (c)
Notwithstanding anything to the contrary in this Section 4.15, the Issuers will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (2) notice of redemption has been given
pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price or (3) in connection with, or in contemplation of, any publicly announced Change of Control, PBFX or a third party has made
an offer to purchase (an “Alternate Offer”) any and all Notes properly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such
Alternate Offer. 
 A Change of Control Offer may be made with respect to the Notes in advance of a Change of Control Triggering Event, and
conditioned upon the occurrence of such Change of Control Triggering Event, if a definitive agreement for the Change of Control Triggering Event is in place at the time of making the Change of Control Offer. 

In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes tender and do not withdraw
such Notes in a Change of Control Offer or Alternate Offer and PBFX (or the third party making the Change of Control Offer or Alternate Offer as provided above) purchases all of the Notes validly tendered and not withdrawn by such Holders, PBFX or
such third party shall have the right, upon not less than 30 days’ nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer described above, to
redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment or Alternate Offer price, plus, to the extent not included in the Change of Control Payment or Alternate
Offer price, accrued and unpaid interest on the Notes that remain outstanding to the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to
the Redemption Date). 
 Section 4.16 Additional Guarantors. 

If, after the Issue Date, any Domestic Subsidiary (other than Finance Corp.) of PBFX that is not already a Subsidiary Guarantor, guarantees any
other Indebtedness of either of the Issuers under a Credit Facility in an aggregate principal amount in excess of $25.0 million, then that Subsidiary will become a Subsidiary Guarantor by executing and delivering a supplemental indenture to the
Trustee within 30 Business Days of the date on which it guaranteed or incurred such Indebtedness; provided that the preceding shall not apply to Subsidiaries of PBFX that have been properly designated as Unrestricted Subsidiaries in
accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Note Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.16 will be
released in accordance with Section 10.06 hereof. 
 Section 4.17 Designation of Restricted and Unrestricted Subsidiaries.

 The Board of Directors of the General Partner may designate any Subsidiary of PBFX to be an Unrestricted Subsidiary if that
designation would not cause a Default. If a Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by PBFX and its Restricted Subsidiaries in the Subsidiary designated as an
Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 hereof or under one or more clauses of the definition of
“Permitted Investments”, as determined by PBFX; provided that any designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an
“Unrestricted Subsidiary”. 

  
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 Any designation of a Subsidiary of PBFX as an Unrestricted Subsidiary will be evidenced to
the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding
conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for
purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of PBFX as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09
hereof, PBFX will be in default of such covenant. The Board of Directors of the General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of PBFX; provided that such designation will be deemed to be
an incurrence of Indebtedness by a Restricted Subsidiary of PBFX of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof,
calculated on a pro forma basis and (2) no Default or Event of Default would be in existence following such designation. 

Section 4.18 Covenant Termination. 

If at any time (a) the Notes are assigned an Investment Grade Rating from both Rating Agencies, (b) no Default or Event of Default
has occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate certifying as to matters specified in clauses (a) and (b) of this sentence as of the date of such
certificate (the “Termination Date”), PBFX and its Restricted Subsidiaries will no longer be subject to the provisions of Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 and 5.01(a)(4) of this Indenture. 

No Subsidiary shall be designated as an Unrestricted Subsidiary after the Termination Date. The Issuers will use commercially reasonable
efforts to give the Trustee written notice of the occurrence of the Termination Date no later than five (5) business days thereafter. In the absence of the delivery of such written notice, the Trustee will assume the Termination Date has not
occurred and that such covenants are in full force and effect; provided, however, that PBFX and its Restricted Subsidiaries shall not be required to comply with such covenants upon the occurrence of the Termination Date notwithstanding the failure
to give such notice thereof to the Trustee. 
 ARTICLE 5 

SUCCESSORS 

Section 5.01 Merger, Consolidation or Sale of Assets. 

(a) Neither of the Issuers may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Issuer
is the surviving entity) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuers and the Restricted Subsidiaries, taken as a whole, in one or more related
transactions, to another Person, unless: 
 (1) either: 

(A) such Issuer is the surviving entity; or 

(B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such
sale, assignment, transfer, lease, conveyance or other disposition has been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that
Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as PBFX (or any successor entity) is not a corporation; 

  
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 (2) the Person formed by or surviving any such consolidation or merger (if other
than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of such Issuer under the Notes, this Indenture and, if then in effect, the Registration Rights
Agreement, via supplemental indenture; 
 (3) immediately after such transaction, no Default or Event of Default exists; and

 (4) in the case of a transaction involving PBFX and not Finance Corp., PBFX or the Person formed by or surviving any such
consolidation or merger (if other than PBFX), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will: 

(A) on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same
had occurred at the beginning of the applicable Reference Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or 

(B) have a Fixed Charge Coverage Ratio, on the date of such transaction and after giving pro forma effect thereto and any
related financing transactions as if the same had occurred at the beginning of the applicable Reference Period, not less than the Fixed Charge Coverage Ratio of PBFX immediately prior to such transaction; and 

(5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or disposition and such supplemental indenture (if any) comply with this Indenture. 
 (b) This
Section 5.01 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among PBFX and its Restricted Subsidiaries, provided further that Sections 5.01(a)(3) and (4) will not apply
to any merger or consolidation of either Issuer (A) with or into one of PBFX’s Restricted Subsidiaries for any purpose or (B) with or into an Affiliate solely for the purpose of reincorporating such Issuer in another jurisdiction.

 (c) Notwithstanding Section 5.01(a), PBFX is permitted to reorganize as any other form of entity in accordance with the
procedures established in this Indenture; provided that: 
 (1) the reorganization involves the conversion (by
merger, sale, contribution or exchange of assets or otherwise) of PBFX into a form of entity other than a limited partnership formed under Delaware law; 

(2) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the
United States, any state thereof or the District of Columbia; 
 (3) the entity so formed by or resulting from such
reorganization assumes all the Obligations of PBFX under the Notes, this Indenture and, if then in effect, the Registration Rights Agreement, via supplemental indenture; 

(4) immediately after such reorganization no Default or Event of Default exists; and 

(5) such reorganization is not adverse to the Holders of the Notes (for purposes of this clause (5) it is stipulated that
such reorganization shall not be considered adverse to the Holders of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an
“includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code, or any similar state or local law). 

(d) Subject to Section 10.06, a Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the resulting, transferee or surviving Person), another Person, other than PBFX or another Subsidiary Guarantor, unless: 

  
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 (1) immediately after giving effect to such transaction, no Default or Event of
Default exists; and 
 (2) either: 

(A) the Person acquiring the assets in any such sale or disposition or the Person formed by or surviving any such consolidation
or merger (if other than PBFX or another Subsidiary Guarantor), assumes all obligations of that Subsidiary Guarantor under this Indenture and its Note Subsidiary Guarantee and, if then in effect, the Registration Rights Agreement, pursuant to a
supplemental indenture; or 
 (B) the transaction does not violate Section 4.10. 

In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by
the Subsidiary Guarantor, such successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any
or all of the Note Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Subsidiary Guarantees so issued will in all
respects have the same legal rank and benefit under this Indenture as the Note Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Subsidiary Guarantees had been issued at
the date of the execution hereof. 
 Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(A) and (B) above,
nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Issuers or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a
Subsidiary Guarantor as an entirety or substantially as an entirety to the Issuers or another Subsidiary Guarantor. 
 (e) Notwithstanding
anything in this Indenture to the contrary, in the event PBFX becomes a corporation or PBFX or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Corp.
may be merged into PBFX or it may be dissolved and cease to be an Issuer. 
 (f) Upon compliance with the foregoing requirements with respect
to any consolidation or merger or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties or assets of an Issuer in accordance with the foregoing in which such Issuer is not the surviving
entity, the surviving Person formed by such consolidation or into or with which such Issuer is merged or to which such sale, assignment, transfer, conveyance, lease or other disposition is made shall succeed to, and be substituted for, and may
exercise every right and power of, such Issuer under this Indenture with the same effect as if such surviving Person had been named as such Issuer in this Indenture, and thereafter (except in the case of a lease of all or substantially all of such
Issuer’s properties or assets), such Issuer will be relieved of all obligations and covenants under this Indenture and the Notes. 

Section 5.02 Successor Person Substituted. 

Upon any transaction or series of related transactions that are of the type described in, and are effected in accordance with,
Section 5.01(a) hereof, the surviving Person (if other than such Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, such Issuer under Indenture and the Notes with the same effect as if such surviving
Person had been named as such Issuer herein, and when a surviving Person duly assumes all of the obligations and covenants of such Issuer pursuant to this Indenture and the Notes, the predecessor Person shall be relieved of all such obligations.


  
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 ARTICLE 6 

DEFAULTS AND REMEDIES 

Section 6.01 Events of Default. 

Each of the following is an “Event of Default”: 

(1) default for 30 days in the payment when due of interest and Special Interest, if any, with respect to the Notes; 

(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on,
the Notes; 
 (3) failure by PBFX or any of its Restricted Subsidiaries for 30 days after written notice to PBFX by the
Trustee or Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to make a Change of Control Offer within the time periods set forth, or consummate a purchase of Notes when required pursuant to
the terms described, in Section 4.15 or comply with the provisions of Section 5.01 hereof; 
 (4) failure by PBFX
for 180 days after written notice to PBFX by the Trustee or the Holders of at least 25% in aggregate principal amount of Notes then-outstanding voting as a single class to comply with Section 4.03; 

(5) failure by PBFX or any of its Restricted Subsidiaries for 60 days after written notice to PBFX by the Trustee or the
Holders of at least 25% in aggregate principal amount of the Notes then-outstanding voting as a single class to comply with any of the other agreements herein; or 

(6) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by PBFX or any of its Restricted Subsidiaries (or the payment of which is guaranteed by PBFX or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after
the Issue Date, if that default: 
 (A) is caused by a failure to pay principal on such Indebtedness prior to the expiration
of the grace period provided in such Indebtedness (a “Payment Default”); or 
 (B) results in the
acceleration of such Indebtedness prior to its express maturity, 
 and, in each case, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates, without duplication, $50.0 million or more; 

(7) failure by an Issuer or any of PBFX’s Restricted Subsidiaries that is a Significant Subsidiary to pay final judgments
entered by a court or courts of competent jurisdiction aggregating in excess of $50.0 million (excluding amounts covered by insurance policies issued by reputable and credit worthy insurance companies for which coverage has not been disclaimed),
which judgments are not paid, discharged or stayed for a period of 60 days; 
 (8) an Issuer or any of PBFX’s Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of PBFX that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law: 

(A) commences a voluntary case, 

(B) consents to the entry of an order for relief against it in an involuntary case, 

  
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 (C) consents to the appointment of a custodian of it or for all or substantially
all of its property, 
 (D) makes a general assignment for the benefit of its creditors, or 

(E) generally is not paying its debts as they become due; 

(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 

(A) is for relief against an Issuer or any of PBFX’s Restricted Subsidiaries that is a Significant Subsidiary or any group
of Restricted Subsidiaries of PBFX that, taken together, would constitute a Significant Subsidiary in an involuntary case; 

(B) appoints a custodian of an Issuer or any of PBFX’s Restricted Subsidiaries that is a Significant Subsidiary or any
group of Restricted Subsidiaries of PBFX that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of an Issuer or any of PBFX’s Restricted Subsidiaries that is a Significant Subsidiary or
any group of Restricted Subsidiaries of PBFX that, taken together, would constitute a Significant Subsidiary; or 
 (C)
orders the liquidation of an Issuer or any of PBFX’s Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of PBFX that, taken together, would constitute a Significant Subsidiary; 

and the order or decree remains unstayed and in effect for 60 consecutive days; and 

(10) except as permitted by this Indenture, any Note Subsidiary Guarantee from a Subsidiary Guarantor that is a Significant
Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Subsidiary Guarantor that is a Significant Subsidiary, or any Person acting on behalf of any Subsidiary
Guarantor that is a Significant Subsidiary, denies or disaffirms its Obligations under its Note Subsidiary Guarantee. 
 In the case of an
Event of Default specified in clause (6) of the first paragraph of this Section 6.01 and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded with respect to the Notes,
automatically and without any action by the Trustee or the Holders of such Notes, if within 60 days after such Event of Default first arose PBFX delivers an Officers’ Certificate to the Trustee stating that (a) the Indebtedness or
guarantee that is the basis for such Event of Default has been discharged, (b) the Holders of the Indebtedness that is the basis for such Event of Default have rescinded or waived the acceleration, notice or action (as the case may be) giving
rise to such Event of Default or (c) the default that is the basis for such Event of Default has been cured. The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the notes unless a written notice of
such Default or Event of Default shall have been given to a Responsible Officer by PBFX or any of its Restricted Subsidiaries or any Holder of Notes. 

Section 6.02 Acceleration. 

In the case of an Event of Default specified in clause (8) or (9) of Section 6.01 hereof, with respect to Finance Corp., PBFX or
any Restricted Subsidiary of PBFX that is a Significant Subsidiary or any group of Restricted Subsidiaries of PBFX that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without
further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare all the Notes to be due
and payable immediately. 
 Upon any such declaration, the Notes shall become due and payable immediately. 

  
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 Section 6.03 Other Remedies. 

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium and
interest and Special Interest, if any, on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 
 The
Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of
Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. 

Section 6.04 Waiver of Acceleration and/or Past Defaults. 

Holders of not less than a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may on behalf
of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium or interest and Special Interest, if any,
on, the Notes (including in connection with an offer to purchase); provided, however, that the Holders of at least a majority in aggregate principal amount of the then-outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture;
but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 
 Section 6.05
Control by Majority. 
 Holders of at least a majority in aggregate principal amount of the then-outstanding Notes may direct the
time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this
Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability. 

Section 6.06 Limitation on Suits. 

A Holder may pursue a remedy with respect to this Indenture or the Notes only if: 

(1) such Holder gives to the Trustee written notice that an Event of Default is continuing; 

(2) Holders of at least 25% in aggregate principal amount of the then-outstanding Notes make a written request to the Trustee
to pursue the remedy; 
 (3) such Holder or Holders offer and, if requested, provide to the Trustee security and/or indemnity
satisfactory to the Trustee against any loss, liability or expense; 
 (4) the Trustee does not comply with the request
within 60 days after receipt of the request and the provision of any such security and indemnity; and 
 (5) during such
60-day period, Holders of at least a majority in aggregate principal amount of the then-outstanding Notes do not give the Trustee a direction inconsistent with such request. 

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over
another Holder of a Note. 

  
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 Section 6.07 Rights of Holders of Notes to Receive Payment. 

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium and interest
and Special Interest, if any, on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder. 
 Section 6.08 Collection Suit by Trustee. 

If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover
judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium and interest and Special Interest, if any, remaining unpaid on, the Notes and interest on overdue principal and, to the
extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 

Section 6.09 Trustee May File Proofs of Claim. 

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers (or any
other obligor upon the Notes), their creditors or their property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by
a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes
or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 

Section 6.10 Priorities. 

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order: 

First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all
compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; 

Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium and interest and Special
Interest, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest and Special Interest, if any, respectively; and 

Third: to the Issuers or to such party as a court of competent jurisdiction shall direct. 

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10. 

  
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 Section 6.11 Undertaking for Costs. 

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted
by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant
to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then-outstanding Notes. 
 ARTICLE
7 
 TRUSTEE 

Section 7.01 Duties of Trustee. 

(a) If an Event of Default with respect to the Notes has occurred and is continuing, the Trustee will exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

(b) Except during the continuance of an Event of Default: 

(1) the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need
perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee. To the extent of any conflict between the duties of the Trustee
hereunder and under the TIA, the TIA shall control; and 
 (2) in the absence of willful misconduct or bad faith on its part,
the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the
case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of
this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). 
 (c) The
Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 

(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01; 

(2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved
that the Trustee was negligent in ascertaining the pertinent facts; and 
 (3) the Trustee will not be liable with respect to
any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. 
 (d)
Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01. 

(e) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be under
no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder has offered to the Trustee security and/or indemnity satisfactory to it against any loss, liability or expense. 

  
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 (f) The Trustee will not be liable for interest on any money received by it except as the Trustee
may agree in writing with the Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

Section 7.02 Rights of Trustee. 

(a) The Trustee may conclusively rely upon any document (whether in its original, electronic (including “pdf”) or facsimile form)
believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. 

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee
will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of
Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 

(c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed
with due care. 
 (d) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized
or within the rights or powers conferred upon it by this Indenture. 
 (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Issuers will be sufficient if signed by an Officer of each of the Issuers. 
 (f) The Trustee
will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity and/or security satisfactory to it against
the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction. 
 (g) The Trustee shall not
be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. 

(h) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. 

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 

(j) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of
Officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in
any such certificate previously delivered and not superseded. 
 (k) The Trustee may consult with counsel of its selection, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in
accordance with the advice or opinion of such counsel. 

  
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 (l) The permissive rights of the Trustee enumerated herein shall not be construed as duties. 

(m) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of whether such Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 

(n) The Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by
reason of any occurrence beyond the control of the Trustees (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance
or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). 

Section 7.03 Individual Rights of Trustee. 

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any
Affiliate of the Issuers with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest (as defined in the TIA) it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee (if this Indenture has been qualified under the TIA) or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 

Section 7.04 Trustee’s Disclaimer. 

The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not
be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other
than its certificate of authentication. 
 Section 7.05 Notice of Defaults. 

If a Default or Event of Default occurs and is continuing and if it is actually known to a Responsible Officer of the Trustee, the Trustee will
mail to Holders of Notes a notice of the Default or Event of Default within 90 days after the later of (a) the date of the Default or Event of Default shall have occurred and (b) the date such Responsible Officer first had such actual
knowledge. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest and Special Interest, if any, on, any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. 
 Section 7.06
Reports by Trustee to Holders of the Notes. 
 (a) Within 60 days after each November 15 beginning with the November 15
following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in
TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA § 313(b)(2). The Trustee will also transmit by mail all reports as required by TIA
§ 313(c). 
 (b) A copy of each report at the time of its mailing to the Holders of Notes shall be filed with the SEC and each stock
exchange on which the Notes are listed in accordance with TIA § 313(d). The Issuers will promptly notify the Trustee when the Notes are listed on any stock exchange. 

  
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 Section 7.07 Compensation and Indemnity. 

(a) The Issuers will pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder
as such parties shall agree in writing from time to time. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Issuers will reimburse the Trustee promptly upon request for all
reasonable and documented disbursements, advances and expenses incurred or made by it in addition to the compensation for its services, including the reasonable and documented compensation, disbursements and expenses of the Trustee’s agents and
counsel. 
 (b) The Issuers and the Subsidiary Guarantors will jointly and severally indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuers and the Subsidiary
Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers, the Subsidiary Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, willful misconduct or bad faith. The Trustee will notify the Issuers promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Issuers will not relieve the Issuers or any of the Subsidiary Guarantors of their obligations hereunder, except to the extent that the Issuers are materially prejudiced by such failure to promptly
provide notice. The Issuers or such Subsidiary Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Issuers will pay the reasonable and documented fees and expenses of such
counsel. Neither the Issuers nor any Subsidiary Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. 

(c) The obligations of the Issuers and the Subsidiary Guarantors under this Section 7.07 will survive the satisfaction and discharge of
this Indenture and the resignation and removal of the Trustee. 
 (d) To secure the Issuers’ and the Subsidiary Guarantors’ payment
obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien will survive the
satisfaction and discharge of this Indenture and the resignation and removal of the Trustee. The Trustee’s right to receive payment of any amounts under this Section 7.07 shall not be subordinate to any other liability or indebtedness of
the Issuers or the Subsidiary Guarantors 
 (e) When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(8) or (9) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 

(f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable. 

Section 7.08 Replacement of Trustee. 

(a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s
acceptance of appointment as provided in this Section 7.08. 
 (b) The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Issuers. The Holders of at least a majority in aggregate principal amount of the then-outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may
remove the Trustee if: 
 (1) the Trustee fails to comply with Section 7.10 hereof; 

(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any
Bankruptcy Law; 

  
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 (3) a custodian or public officer takes charge of the Trustee or its property; or

 (4) the Trustee becomes incapable of acting. 

(c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers will promptly appoint a
successor Trustee. 
 (d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the
retiring Trustee (at the Issuers’ expense), the Issuers, or the Holders of at least 10% in aggregate principal amount of the then-outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

 (e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with
Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders.
The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee. 

Section 7.09 Successor Trustee by Merger, etc. 

If the Trustee consolidates, merges or converts into, or sells or otherwise transfers all or substantially all of its corporate trust business
to, another corporation, the successor corporation without any further act will be the successor Trustee. As soon as practicable, the successor Trustee shall mail a notice of its succession to the Issuers and the Holders of the Notes. 

Section 7.10 Eligibility; Disqualification. 

There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50.0
million as set forth in its most recent published annual report of condition. 
 This Indenture will always have a Trustee who satisfies the
requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b). 
 Section 7.11 Preferential
Collection of Claims Against the Issuers. 
 The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in
TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein. 

ARTICLE 8 
 LEGAL
DEFEASANCE AND COVENANT DEFEASANCE 
 Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance. 

The Issuers may at their option and at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes and
all obligations of the Subsidiary Guarantors with respect to the Note Subsidiary Guarantees upon compliance with the conditions set forth below in this Article 8. 

  
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 Section 8.02 Legal Defeasance and Discharge. 

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the
Subsidiary Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note Subsidiary
Guarantees) and all Events of Default cured on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Subsidiary Guarantors
will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Subsidiary Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of
Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under the Notes, the Note Subsidiary Guarantees and this Indenture (and the
Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise
terminated or discharged hereunder: 
 (1) the rights of Holders of outstanding Notes to receive payments in respect of the
principal of, or interest and Special Interest, if any, or premium, if any, on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof; 

(2) the Issuers’ obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes,
mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; 

(3) the rights, powers, trusts, duties, indemnities and immunities of the Trustee hereunder and the Issuers’ and the
Subsidiary Guarantors’ Obligations in connection therewith; and 
 (4) this Article 8. 

Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior
exercise of their option under Section 8.03 hereof. 
 Section 8.03 Covenant Defeasance. 

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers and each of the
Subsidiary Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12,
4.13, 4.15, 4.16, 4.17 and 4.18 hereof and Section 5.01 hereof with respect to the outstanding Notes, and the Subsidiary Guarantors will be released from their obligations with respect to the Note Subsidiary Guarantees, on and after the date
the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed
outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Note Subsidiary Guarantees, the Issuers and the Subsidiary Guarantors may omit to comply with and will have no
liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Note
Subsidiary Guarantees will be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(3) through 6.01(7) inclusive and 6.01(10) hereof will not constitute Events of Default. 

  
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 Section 8.04 Conditions to Legal or Covenant Defeasance. 

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: 

(1) the Issuers must irrevocably deposit with the Trustee or its designee, in trust, for the benefit of the Holders of the
Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to
pay the principal of, or interest and premium, if any, on the outstanding Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and the Issuers must specify whether the Notes are being defeased to
such stated date for payment or to a particular Redemption Date; 
 (2) in the case of an election under Section 8.02
hereof, the Issuers must deliver to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions: 

(A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or 

(B) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect
that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 

(3) in the case of an election under Section 8.03 hereof, the Issuers must deliver to the Trustee an Opinion of Counsel
reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax
on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 

(4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or
Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of the proceeds of which will be applied to such deposit); 

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under,
any material agreement or instrument (other than this Indenture) to which PBFX or any of its Subsidiaries is a party or by which PBFX or any of its Subsidiaries is bound, or if such breach, violation or default would occur, which is not waived as
of, and for all purposes, on and after, the date of such deposit; 
 (6) the Issuers must deliver to the Trustee an
Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors
of the Issuers or others; and 
 (7) the Issuers must deliver to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 

  
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 Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other
Miscellaneous Provisions. 
 Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in
trust and applied by the Trustee, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as Paying Agent) as the Trustee may determine, to the
Holders of the Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest and Special Interest, if any, but such money need not be segregated from other funds except to the extent required by law. 

The Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. 

Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuers from time to time upon the request
of the Issuers any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants expressed in
a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance
or Covenant Defeasance. 
 Section 8.06 Repayment to the Issuers. 

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of,
premium, if any, or interest and Special Interest, if any, on, any Note and remaining unclaimed for two years after such principal, premium, if any, or interest and Special Interest, if any, has become due and payable shall be paid to the Issuers on
their request or (if then held by the Issuers) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Issuers as trustee thereof, will thereupon cease; provided, however, that if any of the Notes then outstanding are in definitive form the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Issuers cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date
specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuers. 

Section 8.07 Reinstatement. 

If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with
Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’ and the Subsidiary
Guarantors’ obligations under this Indenture and the Notes and the Note Subsidiary Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying
Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Issuers make any payment of principal of, premium, if any, or interest and Special
Interest, if any, on, any Note following the reinstatement of its obligations, the Issuers will be subrogated to the rights of the Holders of the Notes to receive such payment from the money held by the Trustee or Paying Agent. 

  
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 ARTICLE 9 

AMENDMENT, SUPPLEMENT AND WAIVER 

Section 9.01 Without Consent of Holders of Notes. 

Notwithstanding Section 9.02 of this Indenture, the Issuers and the Trustee may amend or supplement this Indenture, the Notes or the Note
Subsidiary Guarantees without the consent of any Holder of Note: 
 (1) to cure any ambiguity, defect or inconsistency; 

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes; 

(3) to provide for the assumption of the Issuers’ or a Subsidiary Guarantor’s obligations to the Holders of the Notes
and Note Subsidiary Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ or such Subsidiary Guarantor’s assets, as applicable; 

(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights hereunder of any such Holder; 
 (5) to comply with requirements of the SEC in order to
effect or maintain the qualification of this Indenture under the TIA; 
 (6) to conform the text of this Indenture or the
Note Subsidiary Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision was intended to reflect such provision of the “Description of Notes”; 

(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; 

(8) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Note Subsidiary Guarantee with respect to
the Notes or to reflect the release of a Note Subsidiary Guarantee in accordance with this Indenture; 
 (9) to secure the
Notes and/or the Note Subsidiary Guarantees; 
 (10) to comply with the rules of any applicable securities depository; 

(11) to provide for the reorganization of PBFX as any other form of entity, in accordance with Section 5.01(a); or 

(12) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the
requirements hereof. 
 Upon the request of the Issuers accompanied by a resolution of their Boards of Directors authorizing the execution
of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Issuers and the Subsidiary Guarantors in the execution of any amended or
supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or
supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officers’ Certificate, nor a board resolution, shall be required in
connection with the addition of a Subsidiary Guarantor under this Indenture upon execution and delivery by such Subsidiary Guarantor, the Issuers and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit
D hereto. 

  
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 Section 9.02 With Consent of Holders of Notes. 

Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture (including, without
limitation, Sections 3.09, 4.10 and 4.15 hereof), the Notes and the Note Subsidiary Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then-outstanding Notes (including, without limitation,
Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing
Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest and Special Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture, the Notes or the Note Subsidiary Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then-outstanding Notes (including,
without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, such Notes). Section 2.08 hereof shall determine
which Notes are considered to be “outstanding” for purposes of this Section 9.02. 
 Upon the request of the Issuers
accompanied by a resolution of their Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture
directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. 

It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed
amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. 
 After an amendment, supplement or
waiver under this Section 9.02 becomes effective, the Issuers will mail or deliver via electronic transmission to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers
to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of at least a majority in
aggregate principal amount of the Notes then-outstanding voting as a single class may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes or the Note Subsidiary Guarantees. However, without the
consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to the Notes held by a non-consenting Holder): 

(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; 

(2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the
redemption of the Notes; provided, however, that any purchase or repurchase of Notes, including pursuant to Sections 4.10 or 4.15 hereof, shall not be deemed a redemption of the Notes; 

(3) reduce the rate of or change the time for payment of interest or Special Interest, if any, on any Note; 

(4) waive a Default or Event of Default in the payment of principal of, or interest, and Special Interest, if any, or premium
on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then-outstanding Notes and a waiver of the payment default that resulted from such acceleration); 

(5) make any Note payable in currency other than that stated in the Notes; 

  
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 (6) make any change in the provisions of this Indenture relating to waivers of
past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest and Special Interest, if any, or premium, if any, on, the Notes (other than as permitted by clause (7) below); 

(7) waive a redemption payment with respect to any Note (other than a payment required by Sections 4.10 or 4.15 hereof); 

(8) release any Subsidiary Guarantor with respect to its Note Subsidiary Guarantee of the Notes from any of its obligations
under its Note Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture; or 
 (9) make
any change in the preceding amendment and waiver provisions. 
 Section 9.03 Compliance with Trust Indenture Act. 

Every amendment or supplement to this Indenture or the Notes will be set forth in an amended or supplemental indenture that complies with the
TIA as then in effect. 
 Section 9.04 Revocation and Effect of Consents. 

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a
Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms
(except as provided in the second succeeding paragraph) and thereafter binds every Holder. 
 The Issuers may, but shall not be obligated
to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then notwithstanding the second to last sentence of the immediately preceding paragraph, those
Persons who were Holders at such record date (or their duly designated proxies) and only those Persons, shall be entitled to consent to such amendment or waiver or revoke any consent previously given, whether or not such Persons continue to be
Holders after such record date. 
 After an amendment, supplement or waiver becomes effective, it shall bind every Holder, unless it makes a
change described in any of the clauses (1) through (9) of Section 9.02, in which case, the amendment, supplement or waiver shall bind only each Holder of a note who has consented to it and every subsequent Holder of a Note or portion
of a Note that evidences the same indebtedness as the consenting Holder’s Note. 
 Section 9.05 Notation on or Exchange of
Notes. 
 The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated.
The Issuers in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 

Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

 Section 9.06 Trustee to Sign Amendments, etc. 

The Trustee will sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuers may not sign an amended or supplemental indenture until the Boards of Directors of each of the Issuers approves it. In executing any amended or supplemental
indenture, the Trustee will be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officers’ Certificate and an Opinion of
Counsel each stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture. 

  
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 ARTICLE 10 

NOTE SUBSIDIARY GUARANTEES 

Section 10.01 Guarantee. 

(a) Subject to this Article 10, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees, in an unsecured
senior basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers
hereunder or thereunder, that: 
 (1) the principal of, premium, if any, and interest and Special Interest, if any, on, the
Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the
Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 

(2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be
promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. 

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will be
jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 

(b) The Subsidiary Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to
enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law,
hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and
covenants that its Note Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. 

(c) If any Holder or the Trustee is required by any court or otherwise to return to an Issuer, the Subsidiary Guarantors or any custodian,
trustee, liquidator or other similar official acting in relation to any of the Issuers or the Subsidiary Guarantors, any amount paid by an Issuer or any Subsidiary Guarantor to the Trustee or such Holder, this Note Subsidiary Guarantee, to the
extent theretofore discharged, will be reinstated in full force and effect. 
 (d) Each Subsidiary Guarantor agrees that it will not be
entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Note Subsidiary Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed thereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6
hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Note Subsidiary Guarantee. The Subsidiary Guarantors will have the right to seek contribution from
any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Subsidiary Guarantee. 

  
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 Section 10.02 Limitation on Guarantor Liability. 

Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the
Note Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law
to the extent applicable to any Note Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor will be limited to
the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to
receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article 10, result in the obligations of such Subsidiary Guarantor under its
Note Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. 
 Section 10.03 Note Subsidiary Guarantee 

The Note Subsidiary Guarantee of any Subsidiary Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the
case of any Subsidiary Guarantor that is not party to this Indenture on the date of this Indenture, a supplemental indenture hereto) and not by an endorsement on, or attachment to, any Note of any Note Subsidiary Guarantee or notation thereof. To
effect any Note Subsidiary Guarantee of any Subsidiary Guarantor not party to this Indenture on the date of this Indenture, such future Subsidiary Guarantor shall execute and deliver a supplemental indenture substantially in the form attached as
Exhibit D hereto, which supplemental indenture shall be executed and delivered on behalf of such Subsidiary Guarantor by an Officer of such Subsidiary Guarantor. 

Section 10.04 Evidenced by Indenture; No Notation of Subsidiary Guarantee. 

Each Subsidiary Guarantor hereby agrees that its Note Subsidiary Guarantee set forth in Section 10.01 hereof will remain in full force and
effect notwithstanding any failure to endorse on any Note a notation of such Note Subsidiary Guarantee. 
 The delivery of any Note by the
Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Subsidiary Guarantee set forth in this Indenture on behalf of each of the Subsidiary Guarantors. 

Section 10.05 [Reserved] . 

Section 10.06 Releases . 

The Note Subsidiary Guarantee of a Subsidiary Guarantor will be released: 

(1) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor
(including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) PBFX or a Restricted Subsidiary of PBFX, if the sale or other disposition does not violate Section 4.10 hereof;

 (2) in connection with any sale or other disposition of the Capital Stock of that Subsidiary Guarantor after which the
applicable Subsidiary Guarantor is no longer a Subsidiary of PBFX, if the sale or other disposition does not violate Section 4.10 hereof; 

(3) if PBFX designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance
with Section 4.17 hereof; 
 (4) upon the release or discharge of the guarantee by such Subsidiary Guarantor with
respect to the Indebtedness under the Credit Agreements or the guarantee that resulted in the creation of such Note Subsidiary Guarantee; provided, however, that if, at any time following such release, that Subsidiary Guarantor later
guarantees Indebtedness of any Issuer under the Credit Agreements, then such Subsidiary Guarantor shall provide a Note Subsidiary Guarantee at such time if required in accordance with Section 4.16 hereof; 

  
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 (5) upon the merger, amalgamation or consolidation of such Subsidiary Guarantor
with and into an Issuer or another Subsidiary Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation or dissolution of such Subsidiary Guarantor; 

(6) upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or upon satisfaction and discharge in
accordance with Article 11 hereof; or 
 (7) in accordance with Article 9 hereof. 

Any Subsidiary Guarantor not released from its obligations under its Note Subsidiary Guarantee as provided in this Section 10.06 will
remain liable for the full amount of principal of and interest and Special Interest, if any, and premium, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article 10. 

ARTICLE 11 
 SATISFACTION
AND DISCHARGE 
 Section 11.01 Satisfaction and Discharge. 

This Indenture will be discharged and will cease to be of further effect as to the Notes issued hereunder, when: 

(1) either: 

(a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes
for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or 

(b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing
or delivery via electronic transmission of a notice of redemption or otherwise or will become due and payable within one year and the Issuers or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust
funds in trust solely for the benefit of the applicable Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay
and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Special Interest, if any, to the date of maturity or redemption; 

(2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such deposit) and such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which any Issuer or any Subsidiary Guarantor
is a party or by which any Issuer or any Subsidiary Guarantor is bound; 
 (3) the Issuers or any Subsidiary Guarantor has
paid or caused to be paid all sums payable by it with respect to the Notes under this Indenture; and 
 (4) the Issuers have
delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be. 

  
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 In addition, the Issuers must deliver (a) an Officers’ Certificate stating that
all conditions precedent set forth in clauses (1) through (4) above have been satisfied and (b) an Opinion of Counsel to the Trustee (which Opinion of Counsel may be subject to customary assumptions and qualifications), stating that
all conditions precedent to satisfaction and discharge set forth in Section 11.01(2) and (4) have been satisfied; provided that the Opinion of Counsel with respect to 11.01(2) above may be to the knowledge of such counsel.

 Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause
(b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by
their terms, survive the satisfaction and discharge of this Indenture. 
 Section 11.02 Application of Trust Money. 

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held
in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium and Special Interest, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

 If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof
by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and any Subsidiary Guarantor’s obligations under
this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Issuers have made any payment of principal of, premium, if any, or interest and Special
Interest, if any, on, the Notes because of the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of the Notes to receive such payment from the money or Government Securities held by the Trustee or Paying
Agent. 
 ARTICLE 12 

MISCELLANEOUS 

Section 12.01 Trust Indenture Act Controls. 

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties will control.

 Section 12.02 Notices. 

Any notice or communication by the Issuers, any Subsidiary Guarantor or the Trustee to the others is duly given if in writing and delivered in
Person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address: 

If to the Issuers and/or any Subsidiary Guarantor: 

PBF Logistics LP 
 PBF Logistics
Finance Corporation 
 1 Sylvan Way, 2nd Floor 

Parsippany, New Jersey 07054 

Facsimile No.: 973-455-7562 

Attention: General Counsel 

  
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 With a copy to: 

Stroock & Stroock & Lavan LLP 

180 Maiden Lane 
 New York, New
York 10038 
 Facsimile No.: 212-806-6006 

Attention: Todd Lenson 
 If to the
Trustee: 
 Deutsche Bank Trust Company Americas 

Trust & Agency Services 

60 Wall Street, 16th Floor 
 Mail
Stop: NYC60-1630 
 New York, New York 10005 

Attn: Corporates Team Deal Manager – PBF – Indenture dated May 12, 2015 

Fax: 732-578-4635 
 With a copy
to: 
 Deutsche Bank Trust Company Americas 

c/o Deutsche Bank National Trust Company 

Trust & Agency Services 

100 Plaza One, Mailstop JCY03-0699 

Jersey City, New Jersey 07311 

Attn: Corporates Team Deal Manager – PBF – Indenture dated May 12, 2015 

Fax: 732-578-4635 
 The Issuers,
any Subsidiary Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications. 

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery. 
 Any notice or communication to a Holder will be electronically delivered, mailed by first class
mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication will also be so delivered or mailed to any
Person described in TIA § 313(c), to the extent required by the TIA. Failure to deliver a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders. 

If a notice or communication is mailed or otherwise delivered in the manner provided above within the time prescribed, such notice or
communication shall be deemed duly given, whether or not the addressee receives it. 
 If the Issuers deliver or mail a notice or
communication to Holders, they will deliver or mail a copy to the Trustee and each Agent at the same time. 
 The Trustee shall have
the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Issuers shall provide to
the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by
the Issuers whenever a person is to be added or deleted from the listing. If the Issuers elect to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s
understanding of such Instructions shall be deemed controlling. The Issuers understand and agree that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions
that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Issuer shall be responsible for ensuring that only Authorized Officers transmit such
Instructions to the Trustee and that the Issuers  

  
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and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the
Issuers. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a
subsequent written instruction. The Issuers agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized
Instructions, and the risk of interception and misuse by third parties; (ii) that they are fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more
secure methods of transmitting Instructions than the method(s) selected by the Issuers; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable
degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee promptly upon learning of any compromise or unauthorized use of the security procedures. 

Section 12.03 Communication by Holders of Notes with Other Holders of Notes. 

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The
Issuers, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 
 Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 
 Where this
Indenture provides for notice of any event to a Holder of a Global Note, such notice shall be sufficiently given if given to the Depository for such Note (or its designee), not later than the latest date, if any, and not earlier than the earliest
date, if any, prescribed for the giving of such notice. 
 Section 12.04 Certificate and Opinion as to Conditions Precedent.

 Upon any request or application by the Issuers to the Trustee to take any action under this Indenture, the Issuers shall furnish to the
Trustee: 
 (1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which must
include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and 

(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set
forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 

Section 12.05 Statements Required in Certificate or Opinion. 

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must include: 
 (1)
a statement that the Person making such certificate or opinion has read such covenant or condition; 
 (2) a brief statement
as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 

  
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 (3) a statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and 

(4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied. 

Section 12.06 Rules by Trustee and Agents. 

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions. 
 Section 12.07 No Personal Liability of Directors, Officers, Employees and Unitholders
and No Recourse to General Partner. 
 Subject to the PBF LLC guaranty of collection, none of the General Partner or any past, present or
future director, officer, partner, member, employee, incorporator, manager or unitholder or other owner of Equity Interest of the Issuers, PBF LLC, the General Partner or any of their Subsidiaries, as such, will have any liability for any
obligations of the Issuers or any Subsidiary Guarantor under the Notes, this Indenture, the Note Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Note Subsidiary Guarantees. 

Section 12.08 Governing Law. 

THIS INDENTURE, THE NOTES AND THE NOTE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK. 
 Section 12.09 Waiver of Jury Trial 

Each of the Issuers, the Subsidiary Guarantors, the Trustee, Paying Agent, Registrar and Transfer Agent hereby irrevocably waives, to the
fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby. 

Section 12.10 No Adverse Interpretation of Other Agreements. 

This Indenture may not be used to interpret any other indenture, loan or debt agreement of PBFX or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 Section 12.11 Successors. 

All agreements of the Issuers and the Subsidiary Guarantors in this Indenture and the Notes will bind their successors. All agreements of the
Trustee in this Indenture will bind its successors. All agreements of each Subsidiary Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 5.01(d) hereof. 

Section 12.12 Severability. 

In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions will not in any way be affected or impaired thereby. 

  
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 Section 12.13 Counterpart Originals. 

The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same
agreement. This Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmissions shall constitute
effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original
signatures for all purposes. 
 Section 12.14 PATRIOT Act 

In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable Law”), the Trustee and Agents are required to
obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Trustee and Agents. Accordingly, each of the parties agree to provide to the Trustee and Agents, upon their
request from time to time such identifying information and documentation as may be available for such party in order to enable the Trustee and Agents to comply with Applicable Law. 

Section 12.15 Table of Contents, Headings, etc. 

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof. 

[Signatures on following page] 

  
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 SIGNATURES 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 

 

					
	
	PBF LOGISTICS LP
		
	By: 		PBF Logistics GP LLC its general partner
			
			By: 		 /s/ Jeffrey Dill

					Name: Jeffrey Dill
					Title: Senior Vice President, Secretary
	
	PBF LOGISTICS FINANCE CORPORATION
	DELAWARE CITY TERMINALING COMPANY LLC
	TOLEDO TERMINALING COMPANY LLC
		
	By:		 /s/ Jeffrey Dill

			Name: Jeffrey Dill
			Title: Senior Vice President, Secretary


 [SIGNATURE PAGE TO THE
INDENTURE] 







 
			
	 DEUTSCHE BANK TRUST COMPANY AMERICAS, as

Trustee, Paying Agent, Registrar and Transfer Agent

	
	By: Deutsche Bank National Trust Company
		
	By:		 /s/ Rodney Gaughan

			Name: Rodney Gaughan
			Title: Vice President
		
	By:		 /s/ Linda Reale

			Name: Linda Reale
			Title: Vice President


 [SIGNATURE PAGE TO THE
INDENTURE] 







 EXHIBIT A 

[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO
A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUERS OR THEIR
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.] 
 [THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES,
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS SIX MONTHS (IN THE CASE OF RULE 144A SECURITIES) AFTER THE LATER OF THE ISSUE DATE OF THE NOTES INITIALLY ISSUED OR
THE ISSUANCE DATE OF ANY ADDITIONAL NOTES ISSUED UNDER THE INDENTURE AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) OR 40 DAYS (IN THE CASE OF REGULATION S
SECURITIES), ONLY (A) TO THE ISSUERS, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C)(I) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (II) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THE HOLDER AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN
INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER OR THE ISSUERS ON OR AFTER THE RESALE RESTRICTION TERMINATION DATE.] 

 

  
 A-1 








 [BY ITS ACQUISITION AND HOLDING OF THIS SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED,
WARRANTED AND AGREED THAT EITHER (I) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY (OR ANY INTEREST IN THIS SECURITY) CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY
REQUIREMENTS OF TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE “CODE”), A GOVERNMENTAL, CHURCH, NON-U.S., OR OTHER PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR AN
ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” BY REASON OF SUCH PLAN’S, ACCOUNT’S OR OTHER ARRANGEMENT’S INVESTMENT IN THE ENTITY, OR (II) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS SECURITY
WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A PLAN THAT IS NOT SUBJECT TO ERISA OR SECTION 4975 OF THE CODE, A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.] 

[IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT
OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.] 
  

  
 A-2 








 [RULE 144A][REGULATION S][GLOBAL] NOTE 

CUSIP [ ]1 

6.875% Senior Notes due 2023 
  

			
	No.                                    		$
                                        


 PBF LOGISTICS LP 

and 
 PBF LOGISTICS FINANCE CORP.

 promise to pay to [Cede & Co.]2, or its registered assigns, 

the principal sum of
                                 DOLLARS[, as revised by the Schedule of Increases
or Decreases in the Global Note attached hereto]1, on May 15, 2023. 
 Interest Payment Dates:
May 15 and November 15, commencing on November 15, 2015 
 Record Dates: May 1 and November 1 

Additional provisions of this Note are set forth on the other side of this Note. 

Dated:
                                 , 20     

 

			
	PBF LOGISTICS LP
		
	By:		PBF Logistics GP LLC, its general partner
		
	By:		  

			Name:
			Title:
	
	PBF LOGISTICS FINANCE CORPORATION
		
	By:		  

			Name:
			Title:


 This is one of the Notes referred to in the within-mentioned Indenture: 

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee 
 By: Deutsche
Bank National Trust Company 
  

			
	By:		 
			Authorized Signatory

  
  

	1 	Rule 144A: 69318U AA3 

 Reg S: U7045P AA1 

Private Placement: 69318U AC9 

	2 	Include if a global note. 


  
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 [REVERSE OF NOTE] 

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 

(1) INTEREST. PBF Logistics LP, a Delaware limited partnership (“PBFX”), and PBF Logistics Finance
Corporation, a Delaware corporation (“Finance Corp.” and, together with PBFX, the “Issuers”), promise to pay interest on the principal amount of this Note at 6.875% per annum from May 12, 2015 until
maturity and shall pay the Special Interest, if any, payable pursuant to Section 5 of the Registration Rights Agreement referred to below. The Issuers will pay interest and Special Interest, if any, semi-annually in arrears on May 15 and
November 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be November 15, 2015. Interest will be computed on the basis of
a 360-day year of twelve 30-day months. The Issuers shall pay interest on overdue installments of interest and overdue principal and premium, if any, from time to time on demand at the interest rate set forth above in this Note. 

(2) METHOD OF PAYMENT. The Issuers will pay interest on the Notes (except defaulted
interest) and Special Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the May 1 or November 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and Special Interest, if any, and interest at the office or
agency of the Issuers maintained for such purpose within or without the City and State of New York, or, at the option of the Issuers, payment of interest and Special Interest, if any, may be made by check mailed to the Holders at their addresses set
forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Special Interest, if any, on, all Global Notes and all other Notes
the Holders of which will have provided wire transfer instructions to the Issuers or the Paying Agent to an account in the United States. Such payment will be in such coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. 
 (3) PAYING AGENT,
REGISTRAR AND TRANSFER AGENT. Initially, Deutsche Bank Trust Company Americas, the Trustee under the Indenture, will act as Paying Agent, Registrar and Transfer Agent. The Issuers may change any Paying Agent, Registrar or Transfer
Agent without notice to any Holder. PBFX or any of its Subsidiaries may act in any such capacity. 
 (4)
INDENTURE. The Issuers issued the Notes under an Indenture dated as of May 12, 2015 (as amended, supplemented or otherwise modified from time to time, the “Indenture”) among the Issuers, the Subsidiary
Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for
a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Issuers. The
Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder. 
 (5) GUARANTEE.
To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post-petition interest in any proceeding under any Bankruptcy Law) on the Notes and all other amounts payable by the Issuers under the Indenture
and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed, jointly and severally,
such obligations on an unsecured senior basis pursuant to the terms of the Indenture. 

  
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 (6) OPTIONAL REDEMPTION. 

(a) On or after May 15, 2018, the Issuers may, on one or more occasions, redeem all or a part of the Notes, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed to, but excluding, the applicable Redemption Date, if redeemed during the twelve-month period
beginning on May 15 of each year indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 

 

					
	 Year
	  	Percentage	 
	 2018
	  	 	105.156	% 
	 2019
	  	 	103.438	% 
	 2020
	  	 	101.719	% 
	 2021 and thereafter
	  	 	100.000	% 

 (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 6, at any time prior to
May 15, 2018, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the outstanding Notes (including any Additional Notes) issued under the Indenture at a redemption price of 106.875% of the
principal amount with an amount equal to or less than the net cash proceeds of one or more Equity Offerings, plus accrued and unpaid interest and Special Interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of
record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date); provided that at least 65% of the aggregate principal amount of Notes originally issued under this Indenture
(excluding Notes held by PBFX and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and the redemption occurs within 180 days of the date of the closing of such Equity Offering. 

(c) Notwithstanding the provisions of subparagraph (a) of this Paragraph 6, at any time prior to May 15, 2018, the Issuers may, on
one or more occasions, also redeem all or a part of the Notes, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, thereon to,
but excluding, the Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. 

(d) Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called
for redemption on the applicable Redemption Date. 
 (7) MANDATORY REDEMPTION.

 Neither of the Issuers is required to make mandatory redemption or sinking fund payments with respect to the Notes. 

(8) REPURCHASE AT THE OPTION OF HOLDER. 

(a) If there is a Change of Control Triggering Event, the Issuers will be required to make an offer (a “Change of Control
Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% (or, at the election of PBFX, a higher
percentage) of the aggregate principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant record date to
receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Issuers will mail or deliver via electronic transmission a
notice to each Holder with a copy to the Trustee setting forth the procedures governing the Change of Control Offer as required by the Indenture. 

(b) If the Issuers or a Restricted Subsidiary of PBFX consummates any Asset Sales, within five days after the date on which the aggregate
amount of Excess Proceeds exceeds $50.0 million (or, at the Issuers’ option, any earlier date), the Issuers will commence an offer pursuant to Section 3.09 of the Indenture to purchase or redeem debt in an amount equal to such Excess
Proceeds to (x) all Holders of Notes and (y) to the extent any other Indebtedness that is pari passu in right of payment with the Notes contains provisions similar to those set forth in the Indenture with respect to offers to
purchase or redeem such Indebtedness with the proceeds of sales of assets (an “Asset Sale Offer”) and such provisions require the Issuers to make such an offer, to all Holders of such other pari


  
 A-2 








 
passu Indebtedness at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value) thereof plus accrued and unpaid interest and Special Interest, if
any, to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds, PBFX (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on a pro rata basis. Holders
of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect
Purchase” attached to the Notes. 
 (9) NOTICE OF REDEMPTION. Notice of
redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a
Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 and in
excess of $2,000, unless all of the Notes held by a Holder are to be redeemed. 
 (10) DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and
Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees
required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers
need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 

(11) PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its
owner for all purposes. Only registered Holders shall have rights hereunder. 
 (12)
AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Note Subsidiary Guarantees and/or this Note may be amended, supplemented, waived or otherwise modified as
provided in the Indenture. 
 (13) DEFAULTS AND REMEDIES. The Events of
Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare all
the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to Finance Corp., PBFX or any Restricted Subsidiary of PBFX that is
a Significant Subsidiary or any group of Restricted Subsidiaries of PBFX that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not
enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the then-outstanding Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal,
interest and Special Interest, if any, or premium, if any. The Holders of at least a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an
acceleration or waive any existing Default or Event of Default in accordance with, and to the extent permitted by, Section 6.04 of the Indenture. The Issuers and the Subsidiary Guarantors are required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Issuers and the Subsidiary Guarantors are required, within ten Business Days becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default. 

  
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 (14) TRUSTEE DEALINGS WITH
THE ISSUERS. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuers or their Affiliates, and may otherwise deal with the
Issuers or their Affiliates, as if it were not the Trustee. 
 (15) NO RECOURSE
AGAINST OTHERS. None of the General Partner or any past, present or future director, officer, partner, member, employee, incorporator, manager or unitholder or other owner of Equity Interest of the
Issuers, the General Partner or any of their Subsidiaries, as such, will have any liability for any obligations of the Issuers or any Subsidiary Guarantor under the Notes, the Indenture, the Note Subsidiary Guarantees or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes and the Note Subsidiary
Guarantees.  
 (16) AUTHENTICATION. This Note will not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent. 
 (17) ABBREVIATIONS. Customary abbreviations may
be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=Uniform
Gifts to Minors Act). 
 (18) ADDITIONAL RIGHTS OF HOLDERS
OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Rights Agreement dated as of May 12, 2015, among the Issuers, the Subsidiary Guarantors and the
other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, among
the Issuers, the Subsidiary Guarantors and the other parties thereto, relating to rights given by the Issuers and the Subsidiary Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights
Agreement”). 
 (19) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of
such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon. 

(20) GOVERNING LAw. THE INDENTURE, THIS NOTE AND THE NOTE SUBSIDIARY GUARANTEES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 (21) INDENTURE.
In the event of any conflict between the terms of this Note and the Indenture, the Indenture shall control. 
 The Issuers will
furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to the Issuers at the following address: 

PBF LOGISTICS LP 

PBF LOGISTICS FINANCE CORPORATION 

1 Sylvan Way, 2nd Floor 

Parsippany, New Jersey 07054 

Attention: General Counsel 

  
 A-4 








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note to:		  

			(Insert assignee(s) legal name)

  
  

(Insert assignee’s soc. sec. or tax I.D. no.) 
  

 
  

 
  

 
  

 
 (Print or type assignee’s name,
address and zip code) 

and irrevocably appoint                    
                                         
                                         
                                         
                                         
                             

to transfer this Note on the books of the Issuers. The agent may substitute another to act for him. 

Date:                         
                          
  

			
	Your Signature:  		 
			(Sign exactly as your name appears on the face of this Note)


 Signature
Guarantee*:                                       
                    
  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
 A-5 








 OPTION OF HOLDER TO
ELECT PURCHASE 
 If you want to elect to have this Note purchased by the Issuers pursuant to
Section 4.10 or 4.15 of the Indenture, check the appropriate box below: 
  ̈
Section 4.10                                
 ̈ Section 4.15 
 If you want to elect to have only part of the Note purchased by the
Issuers pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount (in minimum denominations of $2,000 or integral multiples of $1,000 in excess thereof) you elect to have purchased: 

 

			
	Date:                                     
 		$                                      


  

			
	
		
	Your Signature:		 
			(Sign exactly as your name appears on the face of this Note)
		
	Tax Identification No.:		  



 Signature
Guarantee*:                                       
          
  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
 A-6 








 SCHEDULE OF INCREASES OR
DECREASES IN THE GLOBAL NOTE* 
 The initial principal amount of
this Global Note is $[            ]. The following increases or decreases in this Global Note have been made: 
  

									
	 Date of Increase/Decrease
	 	 Amount of decrease in
Principal Amount of this
Global
Note
	 	 Amount of increase in Principal
Amount of this Global
Note
	 	 Principal Amount of this Global
Note following such
decrease
(or increase)
	 	 Signature of authorized officer
of Trustee or
Custodian


  

	*	This schedule should be included only if the Note is issued in global form. 


  
 A-7 








 EXHIBIT B 

FORM OF CERTIFICATE OF TRANSFER 
 PBF Logistics
LP 
 PBF Logistics Finance Corporation 
 1 Sylvan Way, 2nd
Floor 
 Parsippany, New Jersey 07054 
 Deutsche Bank Trust
Company Americas 
 DB Services Americas, Inc. 
 5022 Gate
Parkway, Suite 200, 
 Jacksonville, FL 32256 USA 
 Attention:
Transfer Dept. 
 Email: dwac.processing@db.com 

With copy: 
 Deutsche Bank Trust Company
Americas 
 c/o Deutsche Bank National Trust Company 
 100 Plaza
One – 6th floor 
 MSJCY03-0699 

Jersey City, New Jersey 07311 
 Fax: 732-578-4635 

Re: [6.875% Senior Notes due 2023]  

Reference is hereby made to the Indenture, dated as of May 12, 2015 (the “Indenture”), among PBF Logistics LP, a Delaware
limited partnership (“PBFX”), and PBF Logistics Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with PBFX, the “Issuers”), the Subsidiary Guarantors party thereto
and Deutsche Bank Trust Company Americas, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

                       
              (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of
$             in such Note[s] or interests (the “Transfer”), to
                     (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor
hereby certifies that: 
 [CHECK ALL THAT APPLY] 

1.  ̈ Check if Transferee will take delivery of a beneficial interest in the 144A
Global Note or a Restricted Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own
account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the
Securities Act. 

  
 B-1 








 2.  ̈ Check if Transferee will take
delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and,
accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor
and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither
such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b)
of Regulation S under the Securities Act and (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the
Indenture and the Securities Act. 
 3.  ̈ Check if Transferee will take
delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note. 
 (a)  ̈ Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 

(b)  ̈ Check if Transfer is Pursuant to Regulation S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and
in the Indenture. 
 (c)  ̈ Check if Transfer is Pursuant to Other Exemption.
(i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. 
 4.  ̈ Check if Transferee will take delivery of a beneficial interest in a Restricted Global Note or Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or
Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act
and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one): 

(a)  ̈ such Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act; 
 or 

  
 B-2 








 (b)  ̈ such Transfer is being effected to the
Issuer or a Subsidiary thereof; 
 or 

(c)  ̈ such Transfer is being effected pursuant to an effective registration statement under
the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act; 
 or 

(d)  ̈ such Transfer is being effected pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and
the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed. Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Note and/or the Restricted
Definitive Notes and in the Indenture and the Securities Act. 
 This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuers. 
  

			
	[Insert Name of Transferor]
		
	By:		  

			Name:
			Title:



Dated:                         
                            
  

  
 B-3 








 ANNEX A TO CERTIFICATE OF TRANSFER 

 

	1.	The Transferor owns and proposes to transfer the following: 

 [CHECK ONE OF (a) OR (b)] 

 

	 	(a)  ̈	a beneficial interest in the: 

  

	 	(i)   ̈	144A Global Note (CUSIP ______), or 

  

	 	(ii)  ̈	Regulation S Global Note (CUSIP _______); or 

  

	 	(b)  ̈	a Restricted Definitive Note. 

  

	2.	After the Transfer the Transferee will hold: 

 [CHECK ONE] 

 

	 	(a)  ̈	a beneficial interest in the: 

  

	 	(i)   ̈	144A Global Note (CUSIP ______), or 

  

	 	(ii)  ̈	Regulation S Global Note (CUSIP _______); or 

  

	 	(b)  ̈	a Restricted Definitive Note; or 

  

	 	(c)  ̈	an Unrestricted Definitive Note, 

 in accordance with the terms of the Indenture. 

  
 B-4 








 EXHIBIT C 

FORM OF CERTIFICATE OF EXCHANGE 
 PBF Logistics
LP 
 PBF Logistics Finance Corporation 
 1 Sylvan Way, 2nd
Floor 
 Parsippany, New Jersey 07054 
 Deutsche Bank Trust
Company Americas 
 DB Services Americas, Inc. 
 5022 Gate
Parkway, Suite 200, 
 Jacksonville, FL 32256 USA 
 Attention:
Transfer Dept. 
 Email: dwac.processing@db.com 

With copy: 
 Deutsche Bank Trust Company
Americas 
 c/o Deutsche Bank National Trust Company 
 100 Plaza
One – 6th floor 
 MSJCY03-0699 

Jersey City, New Jersey 07311 
 Fax: 732-578-4635 

 

	 	Re:	[6.875% Senior Notes due 2023] 

 [(2023 Notes CUSIP 69318U AA33)] 
 Reference is hereby made to the Indenture, dated as of May 12, 2015 (the
“Indenture”), among PBF Logistics LP, a Delaware limited partnership (“PBFX”), and PBF Logistics Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with PBFX, the
“Issuers”), the Subsidiary Guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

______________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the
principal amount of $_ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 

1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes
or Beneficial Interests in an Unrestricted Global Note 
 (a)  ̈ Check if
Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest
in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States. 
  
  

	3 	The CUSIP No. is U7045P AA1 for the Regulation S Note. 


  
 C-1 








 (b)  ̈ Check if Exchange is from
beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies
(i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is
being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
 (c)  ̈ Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a
beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order
to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

(d)  ̈ Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive
Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account
without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States. 
 2. Exchange of Restricted Definitive Notes or Beneficial Interests
in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes 
 (a)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted
Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the
Indenture and the Securities Act. 
 (b) Check if Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]  ̈144A Global Note,  ̈ Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state
of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the
relevant Restricted Global Note and in the Indenture and the Securities Act. 

  
 C-2 








 This certificate and the statements contained herein are made for your benefit and the benefit of
the Issuers. 
  

			
	  
 [Insert Name of
Transferor]

		
	By:		  

			Name:
			Title:


 Dated:
                                         
        

  
 C-3 








 EXHIBIT D 

FORM OF SUPPLEMENTAL INDENTURE 
 TO
BE DELIVERED BY SUBSEQUENT GUARANTORS 
 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of _ 20__, among
[            ] (the “Guaranteeing Subsidiary”), PBF Logistics LP, a Delaware limited partnership (“PBFX”), PBF Logistics Finance Corporation, a Delaware
corporation (together with PBFX, the “Issuers”), and Deutsche Bank Trust Company Americas, as trustee under the Indenture referred to below (the “Trustee”). 

WITNESSETH 
 WHEREAS, the Issuers
have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of May 12, 2015 providing for the issuance of 6.875% Senior Notes due 2023 (the “Notes”); 

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note
Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this
Supplemental Indenture. 
 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

l. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them
in the Indenture. 
 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary acknowledges that
it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) join and become a party to the Indenture as
indicated by its signature below; (ii) be bound by the Indenture, as of the date hereof, as if made by, and with respect to, each signatory hereto; and (iii) perform all obligations and duties required of a Subsidiary Guarantor pursuant to
the Indenture. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Note Subsidiary Guarantee on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 10 thereof. 

3. EXECUTION AND DELIVERY. The Guaranteeing Subsidiary agrees that the Note Subsidiary Guarantee
shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Subsidiary Guarantee on the Notes. 

4. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer,
employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Issuers or any Guaranteeing Subsidiary under the Notes, any Note Subsidiary Guarantees, the Indenture or this
Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for
issuance of the Notes. 
 5. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL
INDENTURE. 
 6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument.


  
 D-1 








 
The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Supplemental Indenture as
to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 

7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect
the construction hereof. 
 8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for
or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuers. 

9. BENEFITS ACKNOWLEDGED. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions
set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers
made by it pursuant to its Note Subsidiary Guarantee are knowingly made in contemplation of such benefits. 
 10. SUCCESSORS.
All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its
successors. 

  
 D-2 








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first above written. 
 Dated: _________________, 20_ 

 

					
	GUARANTEEING SUBSIDIARY:
	
	[GUARANTEEING SUBSIDIARY]
		
	By:		  

			Name:
			Title:
	
	ISSUERS:
	
	PBF LOGISTICS LP
		
	By:		PBF Logistics GP LLP, its general partner
			
			By:		  

					Name:
					Title:
	
	PBF LOGISTICS FINANCE CORPORATION
		
	By:		  

			Name:
			Title:
	
	TRUSTEE:
	
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
	
	By: Deutsche Bank National Trust Company
		
	By:		  

			Name:
			Title:
		
	By:		  

			Name:
			Title:



  
 D-3