PBF Energy 2012 Annual Report Download - page 76

Secured Notes at varying prices equal to no less than 100% of the principal amounts of the notes plus accrued
and unpaid interest. The holders of the Senior Secured Notes have repurchase options exercisable only upon a
change in control, certain asset sale transactions, or in event of a default as defined in the indenture agreement. In
addition, the Senior Secured Notes contain covenant restrictions limiting certain types of additional debt, equity
issuances, and payments. PBF Holding is in compliance with the covenants as of December 31, 2012.
Credit Facilities
ABL Revolving Credit Facility
On May 31, 2011, PBF Holding amended its ABL Revolving Credit Facility with UBS AG, Stamford
Branch, as administrative agent and co-collateral agent and certain other lenders to increase its size to $500.0
million by including certain inventory and accounts receivable of the Toledo refinery in the borrowing base. A
portion of the proceeds of the ABL Revolving Credit Facility was used on the closing date thereof to repay in full
all amounts then outstanding under and to terminate the Products and Intermediates Inventory Promissory Note,
dated as of March 1, 2011, in an aggregate principal amount equal to $299.6 million, issued by Toledo Refining
in favor of Sunoco. In March, August, and September 2012, we amended the ABL Revolving Credit Facility
again to increase the aggregate size to $965.0 million. The ABL Revolving Credit Facility was amended and
restated on October 26, 2012 to increase the maximum availability to $1.375 billion, extend the maturity date to
October 26, 2017, and amend the borrowing base to include non-U.S. inventory, and was further amended on
December 28, 2012 to increase the maximum availability to $1.575 billion. The amended and restated ABL
Revolving Credit facility includes an accordion feature which allows for commitments of up to $1.8 billion. On
an ongoing basis, the ABL Revolving Credit Facility is available to PBF Holding and its subsidiaries for working
capital and other general corporate purposes.
The ABL Revolving Credit Facility contains customary covenants and restrictions on the activities of PBF
Holding and its subsidiaries, including, but not limited to, limitations on the incurrence of additional
indebtedness; liens, negative pledges, guarantees, investments, loans, asset sales, mergers, acquisitions and
prepayment of other debt; distributions, dividends and the repurchase of capital stock; transactions with affiliates;
the ability to change the nature of our business or our fiscal year; the ability to amend the terms of the senior
secured notes facility documents; and sale and leaseback transactions. As of December 31, 2012, we were in
compliance with these covenants.
As of December 31, 2012, the ABL Revolving Credit Facility provided for revolving loans of up to an
aggregate of $1.575 billion, a portion of which was available in the form of letters of credit. The amount
available for borrowings and letters of credit under the ABL Revolving Credit Facility is calculated according to
a “borrowing base” formula based on (1) 90% of the book value of eligible accounts receivable with respect to
investment grade obligors plus (2) 85% of the book value of eligible accounts receivable with respect to non-
investment grade obligors plus (3) 80% of the cost of eligible hydrocarbon inventory plus (4) 100% of cash and
cash equivalents in deposit accounts subject to a control agreement. The borrowing base is subject to customary
reserves and eligibility criteria and in any event cannot exceed $1.575 billion. As of December 31, 2012, there
were no outstanding borrowings under the ABL Revolving Credit Facility. Additionally, we had $449.7 million
in standby letters of credit issued and outstanding as of that date.
All obligations under the ABL Revolving Credit Facility are guaranteed (solely on a limited recourse basis)
to the extent required to support the lien described in clause (y) below by PBF LLC, PBF Finance, and each of
our domestic operating subsidiaries and secured by a lien on (y) PBF LLC’s equity interests in PBF Holding and
(z) substantially all of the assets of the borrowers and the subsidiary guarantors (subject to certain exceptions).
The lien of the ABL Revolving Credit Facility lenders ranks first in priority with respect to the following: all
deposit accounts (other than zero balance accounts, cash collateral accounts, trust accounts and/or payroll
accounts, all of which are excluded from the collateral); all accounts receivables; all hydrocarbon inventory
(other than the Saudi crude oil pledged under the letter of credit facility); to the extent evidencing, governing,
68