PBF Holding Co LLC Sample Contracts

PBF Holding Company LLC PBF Finance Corporation REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 30th, 2017 • PBF Holding Co LLC • Petroleum refining • New York

PBF Holding Company LLC, a Delaware limited liability company (“PBF”), and PBF Finance Corporation, a Delaware corporation and wholly owned subsidiary of PBF (the “Co-Issuer” and together with PBF, the “Issuers”), propose to issue and sell to the several initial purchasers named in Schedule A to the Purchase Agreement (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated as of May 22, 2017 (the “Purchase Agreement”), $725,000,000 aggregate principal amount of their 7.25% Senior Notes due 2025 (the “Initial Securities”) to be unconditionally guaranteed by PBF Services Company LLC, PBF Investments LLC, Delaware City Refining Company LLC, PBF Power Marketing LLC, Paulsboro Refining Company LLC, Toledo Refining Company LLC, Chalmette Refining, L.L.C., Torrance Refining Company LLC, PBF Energy Western Region LLC and Torrance Logistics Company LLC (collectively, the “Guarantors” and together with the Issuers, the “Company”). The Initial Securities w

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INDENTURE Dated as of August 21, 2023 Among PBF HOLDING COMPANY LLC, PBF FINANCE CORPORATION, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying...
Indenture • August 21st, 2023 • PBF Holding Co LLC • Petroleum refining • New York

INDENTURE, dated as of August 21, 2023, among PBF Holding Company LLC, a Delaware limited liability company (the “Company”), PBF Finance Corporation, a Delaware corporation (“Finance Co.” and, together with the Company, the “Issuers”), the Guarantors (as defined herein), Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, as paying agent (the “Paying Agent”), registrar (the “Registrar”), transfer agent (the “Transfer Agent”) and authenticating agent (the “Authenticating Agent”).

INDENTURE Dated as of May 30, 2017 Among PBF HOLDING COMPANY LLC, PBF FINANCE CORPORATION, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying...
Indenture • May 30th, 2017 • PBF Holding Co LLC • Petroleum refining • New York

INDENTURE, dated as of May 30, 2017, among PBF Holding Company LLC, a Delaware limited liability company (the “Company”), PBF Finance Corporation, a Delaware corporation (“Finance Co.” and, together with the Company, the “Issuers”), the Guarantors (as defined herein), Wilmington Trust, National Association, as trustee (the “Trustee”), and Deutsche Bank Trust Company Americas, as paying agent (the “Paying Agent”), registrar (the “Registrar”), transfer agent (the “Transfer Agent”) and authenticating agent (the “Authenticating Agent”).

Third Amended and Restated Employment Agreement between PBF Investments LLC and Matthew C. Lucey
Employment Agreement • May 4th, 2023 • PBF Holding Co LLC • Petroleum refining • New York

This THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) entered into May 3, 2023 and effective as of July 1, 2023 (the “Effective Date”) is by and between PBF Investments LLC, a Delaware limited liability company (the “Company”), and Matthew C. Lucey (“Executive”).

FOURTH AMENDED AND RESTATED OMNIBUS AGREEMENT among PBF Holding Company LLC, PBF Energy Company LLC, PBF LOGISTICS GP LLC and
Omnibus Agreement • September 7th, 2016 • PBF Holding Co LLC • Petroleum refining

This FOURTH AMENDED AND RESTATED OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of August 31, 2016 (the “Effective Date”), among PBF Holding Company LLC, a Delaware limited liability company (“PBF Holding”), PBF Energy Company LLC, a Delaware limited liability company (“PBF Energy”), PBF Logistics GP LLC, a Delaware limited liability company (the “General Partner”), and PBF Logistics LP, a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

PBF ENERGY INC. AMENDED AND RESTATED 2017 EQUITY INCENTIVE PLAN PERFORMANCE UNIT AWARD AGREEMENT 2024- 2026 PERFORMANCE PERIOD
Equity Incentive Plan • November 2nd, 2023 • PBF Holding Co LLC • Petroleum refining • Delaware

As evidenced by this Award Agreement under the PBF Energy Inc. Amended and Restated 2017 Equity Incentive Plan (as amended, the “Plan”), PBF ENERGY INC. (the “Company”) has granted to [Name] (the “Grantee”), an employee of the Company Group, on [Date] (the “Grant Date”), [Number of Units] performance units (“Performance Units”), conditioned upon the Company’s TSR ranking relative to the Peer Group for the Performance Period as established by the Compensation Committee of the Board of Directors of the Company (the “Committee”), and as set forth herein. The Performance Units are subject to the following terms and conditions:

PBF ENERGY INC. AMENDED AND RESTATED 2017 EQUITY INCENTIVE PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENT 2024- 2026 PERFORMANCE PERIOD
Equity Incentive Plan • November 2nd, 2023 • PBF Holding Co LLC • Petroleum refining • Delaware

As evidenced by this Award Agreement under the PBF Energy Inc. Amended and Restated 2017 Equity Incentive Plan (as amended, the “Plan”), PBF ENERGY INC. (the “Company”) has granted to [Name] (the “Grantee”), an employee of the Company Group, on [Date] (the “Grant Date”), [Number of Performance Share Units] performance share units (“Performance Share Units”), representing the right to receive shares of Common Stock of the Company, conditioned upon the Company’s TSR ranking relative to the Peer Group for the Performance Period as established by the Compensation Committee of the Board of Directors of the Company (the “Committee”), and as set forth herein.

TOLEDO TRUCK UNLOADING & TERMINALING AGREEMENT
Terminaling Agreement • May 14th, 2014 • PBF Holding Co LLC • Petroleum refining

This Toledo Truck Unloading & Terminaling Agreement (this “Agreement”) is made and entered into as of the Commencement Date, by and between PBF Holding Company LLC, a Delaware limited liability company (the “Company”), and PBF Logistics LP, a Delaware limited partnership (the “Operator”) (each referred to individually as a “Party” or collectively as the “Parties”).

DELAWARE CITY WEST LADDER RACK TERMINALING SERVICES AGREEMENT
Terminaling Services Agreement • October 2nd, 2014 • PBF Holding Co LLC • Petroleum refining

This Delaware City West Ladder Rack Terminaling Services Agreement (this “Agreement”) is made and entered into as of the Commencement Date, by and between PBF Holding Company LLC, a Delaware limited liability company (the “Company”), and Delaware City Terminaling Company II LLC, a Delaware limited liability company (the “Operator”) (each referred to individually as a “Party” or collectively as the “Parties”).

THIRD AMENDED AND RESTATED OPERATION AND MANAGEMENT SERVICES AND SECONDMENT AGREEMENT
Operation and Management Services and Secondment Agreement • May 18th, 2015 • PBF Holding Co LLC • Petroleum refining

THIS THIRD AMENDED AND RESTATED OPERATION AND MANAGEMENT SERVICES AND SECONDMENT AGREEMENT (this “Agreement”), dated as of May 15, 2015 (the “Commencement Date”), is made by and among PBF Holding Company LLC, a Delaware limited liability company (the “Company”), Delaware City Refining Company LLC, a Delaware limited liability company (“Delaware City Refining”), Toledo Refining Company LLC, a Delaware limited liability company (“Toledo Refining” and, together with Delaware City Refining, the “Company Subsidiaries,” and together with the Company, collectively, the “Company Parties”), PBF Logistics GP LLC, a Delaware limited liability company (the “General Partner”), PBF Logistics LP, a Delaware limited partnership (the “Operator”), and Delaware City Terminaling Company LLC, a Delaware limited liability company (“DCT”), Toledo Terminaling Company LLC, a Delaware limited liability company (“Toledo Terminaling”), Delaware Pipeline Company LLC, a Delaware limited liability company (“DPC”) an

INVENTORY INTERMEDIATION AGREEMENT
Inventory Intermediation Agreement • August 8th, 2013 • PBF Holding Co LLC • Petroleum refining • New York

This Inventory Intermediation Agreement is made and effective as of June 26, 2013 at 12:00:01 a.m. EPT between (i) J. Aron & Company, a New York general partnership whose principal place of business is located at 200 West Street, New York, NY 10282 (“Aron”), and (ii) PBF Holding Company LLC (“PBFH”) and, jointly and severally with its wholly-owned subsidiary, Delaware City Refining Company LLC, both Delaware limited liability companies who have a place of business located at One Sylvan Way, 2nd Floor, Parsippany, NJ 07054-3887 (“DCRC” and collectively with PBFH, “DCR”) (each of Aron and DCR are referred to individually as a “Party” or collectively as the “Parties”).

FOURTH AMENDED AND RESTATED OPERATION AND MANAGEMENT SERVICES AND SECONDMENT AGREEMENT
Operation and Management Services and Secondment Agreement • September 7th, 2016 • PBF Holding Co LLC • Petroleum refining

THIS FOURTH AMENDED AND RESTATED OPERATION AND MANAGEMENT SERVICES AND SECONDMENT AGREEMENT (this “Agreement”), dated as of August 31, 2016 (the “Commencement Date”), is made by and among PBF Holding Company LLC, a Delaware limited liability company (the “Company”), Delaware City Refining Company LLC, a Delaware limited liability company (“Delaware City Refining”), Toledo Refining Company LLC, a Delaware limited liability company (“Toledo Refining”), Torrance Refining Company LLC, a Delaware limited liability company (“Torrance Refining”), Torrance Logistics Company LLC (“Torrance Logistics” and, together with Delaware City Refining, Toledo Refining and Torrance Refining, the “Company Subsidiaries,” and together with the Company, collectively, the “Company Parties”), PBF Logistics GP LLC, a Delaware limited liability company (the “General Partner”), PBF Logistics LP, a Delaware limited partnership (the “Operator”), and Delaware City Terminaling Company LLC, a Delaware limited liability

INVENTORY INTERMEDIATION AGREEMENT
Inventory Intermediation Agreement • August 8th, 2013 • PBF Holding Co LLC • Petroleum refining • New York

This Inventory Intermediation Agreement is made and effective as of June 26, 2013 at 12:00:01 a.m. EPT between (i) J. Aron & Company, a New York general partnership whose principal place of business is located at 200 West Street, New York, NY 10282 (“Aron”), and (ii) PBF Holding Company LLC (“PBFH”) and, jointly and severally with its wholly-owned subsidiary, Paulsboro Refining Company LLC, both Delaware limited liability companies who have a place of business located at One Sylvan Way, 2nd Floor, Parsippany, NJ 07054-3887 (“PRCLLC” and collectively with PBFH, “PRC”) (each of Aron and PRC are referred to individually as a “Party” or collectively as the “Parties”).

CONTRIBUTION AGREEMENT by and between PBF ENERGY COMPANY LLC and PBF LOGISTICS LP, dated as of May 5, 2015
Contribution Agreement • May 5th, 2015 • PBF Holding Co LLC • Petroleum refining • Delaware

THIS CONTRIBUTION AGREEMENT, dated as of May 5, 2015 (this “Agreement”), is entered into by and between PBF Energy Company LLC, a limited liability company formed under the Laws of the State of Delaware (“PBF Energy”), and PBF Logistics LP, a limited partnership organized under the Laws of the State of Delaware (the “Partnership”).

CONTRIBUTION AGREEMENT by and between PBF ENERGY COMPANY LLC and PBF LOGISTICS LP, dated as of December 2, 2014
Contribution Agreement • December 5th, 2014 • PBF Holding Co LLC • Petroleum refining • Delaware

THIS CONTRIBUTION AGREEMENT, dated as of December 2, 2014 (this “Agreement”), is entered into by and between PBF Energy Company LLC, a limited liability company formed under the Laws of the State of Delaware (“PBF Energy”), and PBF Logistics LP, a limited partnership organized under the Laws of the State of Delaware (the “Partnership”).

CONTRIBUTION AGREEMENT by and between PBF ENERGY COMPANY LLC and PBF LOGISTICS LP, dated as of August 31, 2016
Contribution Agreement • September 7th, 2016 • PBF Holding Co LLC • Petroleum refining • Delaware

THIS CONTRIBUTION AGREEMENT, dated as of August 31, 2016 (this “Agreement”), is entered into by and between PBF Energy Company LLC, a Delaware limited liability company (“PBF Energy”), and PBF Logistics LP, a Delaware limited partnership (the “Partnership”).

GUARANTY OF COLLECTION
Guaranty of Collection • May 18th, 2015 • PBF Holding Co LLC • Petroleum refining • New York

THIS GUARANTY OF COLLECTION (this “Agreement”) is made as of May 12, 2015 by PBF Energy Company LLC, a Delaware limited liability company (the “Parent Guarantor”), to and in favor of PBF Logistics LP, a Delaware limited partnership (“PBF Logistics LP”), and PBF Logistics Finance Corporation, a Delaware corporation (“Finance Corp” and, together with PBF Logistics LP, the “Issuers”) to provide a guarantee of collection, on the terms set forth herein, for the benefit of the holders (the “Holders”) of the Supported Debt (as hereinafter defined) and the Trustee under the Indenture dated May 12, 2015 (collectively, the “Senior Notes Indenture”) with respect to the $350 million aggregate principal amount of the Issuers’ 6.875% senior notes due 2023 (together with any senior notes of the Issuers with substantially identical terms that are issued to the Holders in exchange for the notes issued as of this date pursuant to a registration statement under the Securities Act of 1933, as amended, the

PBF ENERGY INC. AMENDED AND RESTATED 2017 EQUITY INCENTIVE PLAN, AS AMENDED
Restricted Stock Agreement for Employee • February 16th, 2023 • PBF Holding Co LLC • Petroleum refining • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page hereto (the “Date of Grant”), between PBF Energy Inc. (the “Company”) and the individual named on the signature page hereto (the “Grantee”).

SECOND AMENDMENT TO THE THIRD AMENDED AND RESTATED INVENTORY INTERMEDIATION AGREEMENT AND STEP-OUT AGREEMENT
Inventory Intermediation Agreement • June 29th, 2023 • PBF Holding Co LLC • Petroleum refining • New York

This Third Amended and Restated Inventory Intermediation Agreement entered into on October 25, 2021 (this “Agreement”), and effective as provided in Section 2.9 below, is among (i) J. Aron & Company LLC, a New York limited liability company whose principal place of business is located at 200 West Street, New York, NY 10282 (“Aron”), (ii) PBF Holding Company LLC, a Delaware limited liability company (“PBFH, (iii) Delaware City Refining Company LLC, a Delaware limited liability company (“DCRC”), (iv) Paulsboro Refining Company LLC, a Delaware limited liability company (“PRC”) and (v) solely from and after the date on which it becomes party hereto pursuant to a CRC Joinder Agreement (as defined below) and prior to the CRC Release Date (if any), Chalmette Refining, L.L.C., a Delaware limited liability company (“CRC”) (each of PBFH, DCRC, PRC and, solely during any CRC Joinder Period, CRC, are referred to individually as a “Transaction Entity” or collectively as the “Transaction Entities”)

CONTRIBUTION AGREEMENT by and among PBF GREEN FUELS LLC, PBF ENERGY COMPANY LLC ENI SUSTAINABLE MOBILITY US INC., ENI SUSTAINABLE MOBILITY S.P.A., and ST. BERNARD RENEWABLES LLC Dated June 27, 2023
Contribution Agreement • June 28th, 2023 • PBF Holding Co LLC • Petroleum refining • Delaware

This Contribution Agreement (this “Agreement”) is made and entered into June 27, 2023 (“Closing Date”) by and among PBF Green Fuels LLC, a Delaware limited liability company (“PBF Member”), Eni Sustainable Mobility US Inc., a Delaware corporation (“Eni Member”), St. Bernard Renewables LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Company”), and solely for the purposes of Article VIII, each of PBF Energy Company LLC, a Delaware limited liability company (“PBF LLC”) and Eni Sustainable Mobility S.p.A., a joint stock company incorporated under Italian laws (“Eni”). PBF Member, Eni Member and the Company are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”

November 29, 2022 Charles Erik Young
Consulting Services Agreement • November 29th, 2022 • PBF Holding Co LLC • Petroleum refining • New York
AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION AGREEMENT
Equity Incentive Plan • February 23rd, 2018 • PBF Holding Co LLC • Petroleum refining • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page hereto (the “Date of Grant”), between PBF Energy Inc. (the “Company”) and the individual named on the signature page hereto (the “Grantee”).

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SALE AND PURCHASE AGREEMENT
Sale and Purchase Agreement • October 1st, 2015 • PBF Holding Co LLC • Petroleum refining • New York
TRANSPORTATION SERVICES AGREEMENT (SJV System)
Transportation Services Agreement • September 7th, 2016 • PBF Holding Co LLC • Petroleum refining • Delaware

This TRANSPORTATION SERVICES AGREEMENT (this “Agreement”) is dated effective as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC, a Delaware limited liability company (“TVPC”), on the one hand, and PBF Holding Company LLC, a Delaware limited liability company (“PBF Holding”) on the other hand, each individually a “Party” and collectively referred to as “Parties.”

AGREEMENT AND RELEASE
Agreement and Release • May 7th, 2014 • PBF Holding Co LLC • Petroleum refining • New York

This Agreement and Release (“Release”) is entered into between you, the undersigned employee, and PBF INVESTMENTS LLC, a Delaware limited liability company (the “Company”), in connection with the Employment Agreement between you and the Company dated as of December 17, 2012 (as subsequently amended, the “Employment Agreement”). You have 21 days to consider this Release, which you agree is a reasonable amount of time. While you may sign this Release prior to the expiration of this 21 day period, you are not to sign it prior to January 31, 2014.

LOAN AGREEMENT dated as of March 26, 2014 among
Loan Agreement • May 7th, 2014 • PBF Holding Co LLC • Petroleum refining • New York

This Loan Agreement is dated as of March 26, 2014 and is among PBF Rail Logistics Company LLC, a Delaware limited liability company (the “Borrower”), the banks and other lending institutions from time to time party hereto, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“CA-CIB”), in its capacity as Administrative Agent for the Lenders (in such capacity, and together with its successors and assigns, the “Administrative Agent”), DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, in its capacity as Collateral Agent for the Protected Parties referred to herein (in such capacity and, together with its successors and assigns, the “Collateral Agent”), CA-CIB, as Lead Arranger (in such capacity, the “Lead Arranger”), DEUTSCHE BANK SECURITIES INC., as Syndication Agent (in such capacity, the “Syndication Agent”), and DVB BANK SE, ING BANK NV and SIEMENS FINANCIAL SERVICES, INC., as Co-Documentation Agents (in such capacity, the “Co-Documentation Agents”).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ST. BERNARD RENEWABLES LLC, a Delaware limited liability company June 27, 2023
Limited Liability Company Agreement • June 28th, 2023 • PBF Holding Co LLC • Petroleum refining • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended from time to time in accordance herewith, this “Agreement”) of St. Bernard Renewables LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Company”), is made and entered into as of June 27, 2023 (the “Effective Date”), by and between PBF Green Fuels LLC, a Delaware limited liability company (“PBF Member”), and Eni Sustainable Mobility US Inc., a Delaware corporation (“Eni Member”).

AMENDMENT to THE INVENTORY INTERMEDIATION AGREEMENT
Inventory Intermediation Agreement • September 18th, 2017 • PBF Holding Co LLC • Petroleum refining

THIS AMENDMENT to THE INVENTORY INTERMEDIATION AGREEMENT (this “Amendment”), dated as of September 8, 2017, is made by and between (i) J. Aron & Company LLC, a New York limited liability company (“Aron”) located at 200 West Street, New York, New York 10282-2198, and (ii) PBF Holding Company LLC (“PBFH”), jointly and severally with its wholly-owned subsidiary, Delaware City Refining Company LLC (“DCRC” and collectively with PBFH, “DCR”), both Delaware limited liability companies that have a place of business located at One Sylvan Way, 2nd Floor, Parsippany, NJ 07054-3887 (each of Aron and DCR are referred to individually as a “Party” or collectively as the “Parties”).

THIRD AMENDMENT TO AMENDED AND RESTATED CRUDE OIL ACQUISITION AGREEMENT
Acquisition Agreement • February 21st, 2014 • PBF Holding Co LLC • Petroleum refining

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CRUDE OIL ACQUISITION AGREEMENT (this “Amendment”) made and effective as of January 15, 2014 (the “Effective Date”) is entered into by and between Morgan Stanley Capital Group Inc. (“MSCG”) and PBF Holding Company LLC (“PBF”), each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”

AMENDMENT to THE INVENTORY INTERMEDIATION AGREEMENT
Inventory Intermediation Agreement • September 18th, 2017 • PBF Holding Co LLC • Petroleum refining

THIS AMENDMENT to THE INVENTORY INTERMEDIATION AGREEMENT (this “Amendment”), dated as of September 8, 2017, is made by and between (i) J. Aron & Company LLC, a New York limited liability company (“Aron”) located at 200 West Street, New York, New York 10282-2198, and (ii) PBF Holding Company LLC (“PBFH”), jointly and severally with its wholly-owned subsidiary, Paulsboro Refining Company LLC (“PRCLLC” and collectively with PBFH, “PRC”), both Delaware limited liability companies that have a place of business located at One Sylvan Way, 2nd Floor, Parsippany, NJ 07054-3887 (each of Aron and PRC are referred to individually as a “Party” or collectively as the “Parties”).

PBF ENERGY INC. AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT FOR NON- EMPLOYEE DIRECTORS
Equity Incentive Plan • February 23rd, 2018 • PBF Holding Co LLC • Petroleum refining • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page hereto (the “Date of Grant”), between PBF Energy Inc. (the “Company”) and the individual named on the signature page hereto (the “Grantee”).

STORAGE SERVICES AGREEMENT between PBFX OPERATING COMPANY LLC and PBF HOLDING COMPANY LLC
Storage Services Agreement • February 22nd, 2017 • PBF Holding Co LLC • Petroleum refining • Delaware

THIS STORAGE SERVICES AGREEMENT (this “Agreement”), dated February 15, 2017, is between PBFX Operating Company LLC, a Delaware limited liability company (“Operator”), and PBF Holding Company LLC, a Delaware limited liability company (“Customer”). Operator and Customer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of August 23, 2023 among PBF HOLDING COMPANY LLC, DELAWARE CITY REFINING COMPANY LLC, PAULSBORO REFINING COMPANY LLC, TOLEDO REFINING COMPANY LLC, CHALMETTE REFINING, L.L.C.,...
Senior Secured Revolving Credit Agreement • August 23rd, 2023 • PBF Holding Co LLC • Petroleum refining • New York

This AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT (this “Agreement”) dated as of August 23, 2023, among PBF Holding Company LLC, a Delaware limited liability company (“Holdings”), Delaware City Refining Company LLC, a Delaware limited liability company (“Delaware City”), Paulsboro Refining Company LLC, a Delaware limited liability company (“Paulsboro”), Toledo Refining Company LLC, a Delaware limited liability company (“Toledo”), Chalmette Refining, L.L.C., a Delaware limited liability company (“Chalmette”), and Torrance Refining Company LLC, a Delaware limited liability company (“Torrance”), Martinez Refining Company LLC, a Delaware limited liability company (“Martinez” and, together with Holdings, Delaware City, Paulsboro, Toledo, Chalmette and Torrance, “Borrowers” and each individually, a “Borrower”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders and Bank o

Ground Lease
Ground Lease • February 22nd, 2017 • PBF Holding Co LLC • Petroleum refining • Louisiana

This Ground Lease (this “Lease”) is made and entered into this 15th day of February, 2017, by and between Chalmette Refining, L.L.C., a Delaware limited liability company (“Landlord”) and PBFX Operating Company LLC, a Delaware limited liability company (hereinafter referred to as “Tenant” and, together with Landlord, the “Parties”).

PROJECT MANAGEMENT AGREEMENT between
Project Management Agreement • February 22nd, 2017 • PBF Holding Co LLC • Petroleum refining • Delaware

THIS PROJECT MANAGEMENT AGREEMENT (this “Agreement”), dated as of February 15, 2017, is between CHALMETTE REFINING, L.L.C., a Delaware limited liability company (“Manager”), and PBFX OPERATING COMPANY LLC, a Delaware limited liability company (“Owner”). Manager and Owner are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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