Common use of Covering Clause in Contracts

Covering. Delivery Date: Destination: In consideration of you issuing this Standby Letter of Credit under our full liability guaranteeing the purchase price of the above mentioned goods, we hereby grant to you, BNP Paribas (Suisse) SA, Geneva, a first priority security interest in such goods. We acknowledge that (i) all conditions precedent specified in Clause 2 of the Agreement are satisfied by at the date of this Utilisation Request, (ii) the Representations and Warranties provided in Clause 6 of the Agreement are true and accurate as of the date hereof and as of the date of the issuance of the letter of credit, and (iii) and no Event of Default within the meaning of Clause 9 of the Agreement has occurred or is continuing or will occur as a result of making the issuance of the letter of credit requested by the Utilisation Request. We hereby also confirm that the proceeds of our sale to Statoil Marketing & Trading LLC fixed at the price of and due for payment at for which you will receive before the issuance of your letter of credit a purchase confirmation and irrevocable payment undertaking directly from them, which are irrevocably assigned in favour of your Bank in accordance with the Amended and Restated Security Agreement signed by us on April 26, 2011. The above specifically refers to and is covered by the General Conditions and any other relevant document signed by ourselves in favour of your Bank. PBF HOLDING COMPANY LLC By: Name: Title: In consideration of you issuing this Standby Letter of Credit (“L/C”) under our full liability guaranteeing the purchase price of the above-mentioned Hydrocarbon Assets, we hereby grant to you, BNP Paribas (Suisse) SA, Geneva, a first priority security interest in such Hydrocarbon Assets. We hereby also confirm that the proceeds of our sales to Statoil Marketing & Trading LLC (Statoil), in each case, for which you will receive before the issuance of your L/C applicable thereto a purchase confirmation and irrevocable payment undertaking directly from them, are irrevocably assigned in favour of your Bank in accordance with the Amended and Restated Security Agreement signed by us on April 26, 2011. The above specifically refers to and is covered by the General Conditions and any other relevant documents signed by ourselves in favour of your Bank. TO: BNP PARIBAS (SUISSE) SA ▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ – 1211 ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Att: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇ FROM: PBF HOLDING COMPANY LLC RE: AMENDED AND RESTATED LETTER OF CREDIT FACILITY AGREEMENT, dated April 26, 2011, among PBF Holding Company LLC, Paulsboro Refining Company LLC, and BNP Paribas (Suisse) SA (hereinafter referred to as the “Agreement”) All capitalized terms used in this Borrowing Request shall have the same meaning as in the Agreement, unless expressed otherwise. We, PBF Holding Company LLC, hereby request your Bank to make available in our favour the following Advance in cash in accordance with the terms and conditions set forth in the Agreement. - Amount : USD (United States Dollars ) - Purpose: Covering the payment to Saudi Arabian Oil Company for barrels of Hydrocarbon Assets delivered on in accordance with the terms of the Purchase Contract with Saudi Arabian Oil Company. We acknowledge that (i) all conditions precedent specified in Clause 2 of the Agreement are satisfied by at the date of this Borrowing Request, (ii) the Representations and Warranties provided in Clause 6 of the Agreement are true and accurate as of the date hereof and as of the date of the Advance, and (iii) and no Event of Default within the meaning of Clause 9 of the Agreement has occurred or is continuing or will occur as a result of making the funds available under this Borrowing Request. In consideration of the Bank’s financing for our account the purchase of the Hydrocarbon Assets described above, we hereby grant to you, BNP Paribas (Suisse) SA a first priority security interest in such Hydrocarbon Assets. We hereby also confirm that the proceeds of our sales of such Hydrocarbon Assets to Statoil Marketing & Trading LLC, for which you have received a purchase confirmation and irrevocable payment undertaking directly from them, are irrevocably assigned in favour of your Bank in accordance with the Amended and Restated Security Agreement signed by us on April 26, 2011. The above specifically refers to and is covered by the General Conditions and any other relevant documents signed by ourselves in favour of your Bank. PBF HOLDING COMPANY LLC By: Name: Title:

Covering. Delivery Date: Destination: In consideration of you issuing this Standby Letter of Credit under our full liability guaranteeing the purchase price of the above mentioned goods, we hereby grant to you, BNP Paribas (Suisse) SA, Geneva, a first priority security interest in such goods. We acknowledge that (i) all conditions precedent specified in Clause 2 of the Agreement are satisfied by at the date of this Utilisation Request, (ii) the Representations and Warranties provided in Clause 6 of the Agreement are true and accurate as of the date hereof and as of the date of the issuance of the letter of credit, and (iii) and no Event of Default within the meaning of Clause 9 of the Agreement has occurred or is continuing or will occur as a result of making the issuance of the letter of credit requested by the Utilisation Request. We hereby also confirm that the proceeds of our sale to Statoil Marketing & Trading LLC fixed at the price of and due for payment at for which you will receive before the issuance of your letter of credit a purchase confirmation and irrevocable payment undertaking directly from them, which are irrevocably assigned in favour of your Bank in accordance with the Second Amended and Restated Security Agreement signed by us on April 2624, 20112012. The above specifically refers to and is covered by the General Conditions and any other relevant document signed by ourselves in favour of your Bank. PBF HOLDING COMPANY LLC By: Name: Title: In consideration of you issuing this Standby Letter of Credit (“L/C”) under our full liability guaranteeing the purchase price of the above-mentioned Hydrocarbon Assets, we hereby grant to you, BNP Paribas (Suisse) SA, Geneva, a first priority security interest in such Hydrocarbon Assets. We hereby also confirm that the proceeds of our sales to Statoil Marketing & Trading LLC (Statoil), in each case, for which you will receive before the issuance of your L/C applicable thereto a purchase confirmation and irrevocable payment undertaking directly from them, are irrevocably assigned in favour of your Bank in accordance with the Second Amended and Restated Security Agreement signed by us on April 2624, 20112012. The above specifically refers to and is covered by the General Conditions and any other relevant documents signed by ourselves in favour of your Bank. TO: BNP PARIBAS (SUISSE) SA ▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ – 1211 ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Att: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇ FROM: PBF HOLDING COMPANY LLC DATE: (INSERT DATE) RE: SECOND AMENDED AND RESTATED LETTER OF CREDIT FACILITY AGREEMENT, dated April 2624, 20112012, among PBF Holding Company LLC, Paulsboro Refining Company LLC, Delaware City Refining Company LLC, and BNP Paribas (Suisse) SA (hereinafter referred to as the “Agreement”) All capitalized terms used in this Borrowing Request shall have the same meaning as in the Agreement, unless expressed otherwise. We, PBF Holding Company LLC, hereby request your Bank to make available in our favour the following Advance in cash in accordance with the terms and conditions set forth in the Agreement. - Amount : USD (United States Dollars ) - Purpose: Covering the payment to Saudi Arabian Oil Company for barrels of Hydrocarbon Assets delivered on in accordance with the terms of the Purchase Contract effective as of [insert date of applicable Purchase Contract] with Saudi Arabian Oil Company. We acknowledge that (i) all conditions precedent specified in Clause 2 of the Agreement are satisfied by at the date of this Borrowing Request, (ii) the Representations and Warranties provided in Clause 6 of the Agreement are true and accurate as of the date hereof and as of the date of the Advance, and (iii) and no Event of Default within the meaning of Clause 9 of the Agreement has occurred or is continuing or will occur as a result of making the funds available under this Borrowing Request. In consideration of the Bank’s financing for our account the purchase of the Hydrocarbon Assets described above, we hereby grant to you, BNP Paribas (Suisse) SA a first priority security interest in such Hydrocarbon Assets. We hereby also confirm that the proceeds of our sales of such Hydrocarbon Assets to Statoil Marketing & Trading LLC, for which you have received a purchase confirmation and irrevocable payment undertaking directly from them, are irrevocably assigned in favour of your Bank in accordance with the Second Amended and Restated Security Agreement signed by us on April 2624, 20112012. The above specifically refers to and is covered by the General Conditions and any other relevant documents signed by ourselves in favour of your Bank. PBF HOLDING COMPANY LLC By: Name: Title: