by one or more of the parties hereto on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. Delivery of an executed signature page
of this Agreement by facsimile or other electronic submission shall be effective
as delivery of a manually executed counterpart hereof.
SECTION 9.GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH PARTY
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION AND IN SECTION 10.15 OF THE CREDIT
AGREEMENT.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized
officer to execute and deliver this Agreement as of the date set forth above.
PBF LOGISTICS LP
By: PBF Logistics GP LLC,
its general partner
By:
/s/ John E. Luke
Name:
John E. Luke
Title:
Treasurer
[Signature Page to Increase Agreement]
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Administrative Agent, Swingline Lender
and L/C Issuer
By:
/s/ Andrew Ostrov
Name:
Andrew Ostrov
Title:
Director
[Signature Page to Increase Agreement]
NATIXIS, NEW YORK BRANCH,
as an Incremental Lender
By:
/s/ Tim Polvado
Name:
Tim Palvado
Title:
Senior Managing Director
By:
/s/ Jarrett Price
Name:
Jarrett Price
Title:
Director
[Signature Page to Increase Agreement]
SCHEDULE 1
TO INCREASE AGREEMENT
INCREMENTAL REVOLVING FACILITY COMMITMENTS
Name of Incremental Lender
Incremental Revolving Facility Commitments
Natixis, New York Branch
$35,000,000.00
Total: $35,000,000.00
SCHEDULE 2
TO INCREASE AGREEMENT
Name of Lender
Revolving Facility Commitments
Applicable Percentage
Wells Fargo Bank,
National Association
$35,800,000.00
9.944444444%
Citibank, N.A.
$35,700,000.00
9.916666667%
Deutsche Bank AG
New York Branch
$35,700,000.00
9.916666667%
Barclays Bank PLC
$35,700,000.00
9.916666667%
Credit Suisse AG,
Cayman Islands Branch
$35,700,000.00
9.916666667%
Morgan Stanley Bank, N.A.
$35,700,000.00
9.916666667%
UBS AG, Stamford Branch
$35,700,000.00
9.916666667%
Natixis, New York Branch
$35,000,000.00
9.722222222%
Royal Bank of Canada
$15,000,000.00
4.166666667%
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
$15,000,000.00
4.166666667%
Bank of America, N.A.
$15,000,000.00
4.166666667%
Credit Agricole Corporate & Investment Bank
$15,000,000.00
4.166666667%
BNP Paribas
$15,000,000.00
4.166666667%
Total: $360,000,000.00
100.0%