8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 30, 2015

ARC LOGISTICS PARTNERS LP

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-36168	36-4767846
(Commission File Number)	(IRS Employer Identification No.)

725 Fifth Avenue, 19th Floor New York, New York	10022
(Address of principal executive offices)	(Zip Code)

(212) 993-1290

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Amendment to Storage and Throughput Agreement with Center Oil

On December 30, 2015, Arc Terminals Holdings LLC (“Arc Terminals”), a wholly owned subsidiary of Arc Logistics Partners LP (the “Partnership”), and G.P. & W., Inc., d/b/a/ Center Oil Company (“Center Oil” and, together with Arc Terminals, the “Parties”), entered into the Amendment to Extend Second Renewal Term (the “Amendment”), which amends that certain Storage and Throughput Agreement by and between Arc Terminals and Center Oil, dated as of July 1, 2007, as amended (the “Throughput Agreement”). Center Oil has a significant interest in the Partnership through its ownership of 211,685 common units and 876,391 subordinated units, representing a 5.7% limited partner interest in the Partnership, and Center Oil accounted for 8.9% of the Partnership’s revenue for the nine months ended September 30, 2015.

The Amendment principally extends the current term of the Throughput Agreement, which was scheduled to expire on June 30, 2017, to June 30, 2020 and provides that the term will be further extended to June 30, 2023 unless either Party has given notice of termination to the other Party in writing by December 31, 2018. The Amendment also sets Center Oil’s minimum throughput commitments for the extended term.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Amendment to Extend Second Renewal Term by and between Arc Terminals Holdings LLC (as successor by assignment to Arc Terminals LP) and G.P. & W., Inc., d/b/a Center Oil Company and d/b/a Center Marketing Company, dated as of December 30, 2015.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ARC LOGISTICS PARTNERS LP
	By:	ARC LOGISTICS GP LLC, its General Partner
Date: January 6, 2016	By:	/s/ Bradley K. Oswald
	Name:	Bradley K. Oswald
	Title:	Senior Vice President, Chief Financial Officer and Treasurer

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EX-10.1

Exhibit 10.1

STORAGE AND THROUGHPUT AGREEMENT

by and between

Arc Terminals Holdings LLC

(as successor by assignment to Arc Terminals LP)

and

G.P. & W., Inc. d/b/a Center Oil Company and d/b/a Center Marketing Company

AMENDMENT TO EXTEND SECOND RENEWAL TERM

December 30, 2015

For and in consideration of the mutual benefits accruing and expected to accrue hereunder, the undersigned, being all the parties to the Storage and Throughput Agreement by and between Arc Terminals Holdings LLC (as successor by assignment to Arc Terminals LP) (“Arc”) and G.P. & W., Inc. d/b/a/ Center Oil Company and d/b/a Center Marketing Company (“Center” and together with Arc, the “Parties”) dated July 1, 2007 as the same has been amended, modified or supplemented to date (the “Throughput Agreement”), do hereby amend and modify the Throughput Agreement on the terms and conditions set forth below.

All capitalized terms, unless otherwise defined herein, shall have the meanings assigned within the Throughput Agreement.

A. Term.

1. The Parties hereby agree that the Second Renewal Term as defined in the Second Renewal Amendment dated October 4, 2013 is hereby extended to June 30, 2020.

2. The Parties hereby agree that the Second Renewal Term shall be extended to June 30, 2023 unless either Party has given notice of termination to the other Party in writing by December 31, 2018.

B. Products, Services and Fees.

1. The Parties hereby agree that the Aggregate Daily Minimum Throughput Volume Commitment during the Second Renewal Term shall be 29,000 Barrels per day.

2. The Parties hereby agree that the Minimum Daily Throughput Commitment Per Terminal shall equal, in the aggregate, 23,000 Barrels per day during the Second Renewal Term for all of the Acquired Terminals.

3. The Parties hereby acknowledge and agree that, for the avoidance of doubt and notwithstanding any other provision to the contrary contained in the Throughput Agreement, the Throughput Volume Fee reduction described in the Second Renewal Amendment dated October 4, 2013 shall no longer be in effect.

4. The Parties hereby acknowledge and agree that, for the avoidance of doubt and notwithstanding any other provision to the contrary contained in the Throughput Agreement, services shall no longer be provided at the Chillicothe Terminal.

C. Notices.

1. Section 28 is hereby amended as follows:

if to Arc:

Arc Terminals Holdings LLC

c/o Arc Logistics Partners LP

725 Fifth Avenue, 19th Floor

New York, NY 10022

Attn: John Blanchard

Telephone: (212) 993-1285

Facsimile: (212) 888-2854

D. Exhibit B.

1. The Parties hereby agree that Chillicothe’s Minimum Daily Throughput Commitment Per Terminal during the Second Renewal Term shall be reduced from 4,000 barrels to zero barrels.

All other terms and conditions of the Throughput Agreement as well as all amendments and ancillary agreements that the Parties have agreed upon will be extended through the Second Renewal Term and remain the same (unless otherwise mutually agreed upon in writing).

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have executed this Amendment to Extend Second Renewal Term as of the date first written above.

Arc Terminals Holdings LLC		G.P.&W., INC., a Missouri corporation doing business as Center Oil Company and Center Marketing Company
By:	/s/ John Blanchard	By:	/s/ Gerald L. Jost, Jr.
Name:	John Blanchard	Name:	Gerald L. Jost, Jr.
Title:	President	Title:	Treasurer and Director of Distribution