INDEMNIFICATION AGREEMENTIndemnification Agreement • November 7th, 2012 • PBF Energy Inc. • Petroleum refining • Delaware
This Indemnification Agreement is dated as of , (this “Agreement”) and is between PBF Energy Inc., a Delaware corporation (the “Company”), and [Name of director/officer] (“Indemnitee”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • November 7th, 2012 • PBF Energy Inc. • Petroleum refining • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [ ], 2012, is hereby entered into by and among PBF Energy Inc., a Delaware corporation (the “Corporation”), PBF Energy Company LLC, a Delaware limited liability company (“Energy”), and each of the Members (as defined herein).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among PBF ENERGY INC. and THE PERSONS SET FORTH ON THE SIGNATURE PAGES HERETORegistration Rights Agreement • November 7th, 2012 • PBF Energy Inc. • Petroleum refining • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [ , 2012], by and among PBF Energy Inc., a Delaware corporation (the “Corporation”), and each of the Holders (as defined below) set forth on the signature pages attached hereto.
EXCHANGE AGREEMENTExchange Agreement • November 7th, 2012 • PBF Energy Inc. • Petroleum refining • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of , 2012 (and effective as set forth in Section 4.15 of this Agreement), among PBF Energy Inc., a Delaware corporation (the “Corporation”), PBF Energy Company LLC, a Delaware limited liability company (“PBF LLC”), and the Persons from time to time party hereto (the “PBF LLC Unitholders”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PBF ENERGY COMPANY LLC Dated and effective as ofLimited Liability Company Agreement • November 7th, 2012 • PBF Energy Inc. • Petroleum refining • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of PBF Energy Company LLC, a Delaware limited liability company (the “Company”), dated and effective as of [ ], 2012 (the “Effective Date”), is made by and among the Members (as defined herein).
STOCKHOLDERS’ AGREEMENT OF PBF ENERGY INC. Dated as of [—] [—], 2012Stockholders’ Agreement • November 7th, 2012 • PBF Energy Inc. • Petroleum refining • Delaware
This STOCKHOLDERS’ AGREEMENT (as the same may be amended, modified or supplemented from time to time, the “Agreement”), dated as of [—] [—], 2012, is entered into by and among PBF Energy Inc. (the “Company”), a Delaware corporation, and each of the other parties identified on the signature pages hereto (together with their Restricted Transferees, the “Investor Parties”).
RESTATED WARRANT AND PURCHASE AGREEMENTWarrant and Purchase Agreement • November 7th, 2012 • PBF Energy Inc. • Petroleum refining • New York
THIS CERTIFIES THAT, as of the Effective Date, [ ] (the “Participant”): (a) has purchased, from PBF Energy Company LLC, a Delaware limited liability company (the “Company”), [ ] Series A Units (the “Purchasable Units”); (b) has purchased from the Company a warrant to purchase, from the Company or a Subsidiary, [ ] Series A Units or Subsidiary Units, as applicable, which warrant is offered for purchase as a component of a capital raising initiative by the Company and not in connection with the performance of services (the “Non-Compensatory Warrant”); (c) is granted a warrant to purchase, from the Company or a Subsidiary, [ ] Series A Units or Subsidiary Units, as applicable, in consideration for services performed for the Company or a Subsidiary (the “Compensatory Warrant” and, together with the Non-Compensatory Warrant, the “Warrants” and each, a “Warrant”); and (d) is entitled to the other rights set forth herein, in each case, subject to the terms and conditions of this Agreement.
FIRST AMENDMENT TO AMENDED AND RESTATED PRODUCTS OFFTAKE AGREEMENTProducts Offtake Agreement • November 7th, 2012 • PBF Energy Inc. • Petroleum refining
THIS FIRST AMENDMENT TO AMENDED AND RESTATED PRODUCTS OFFTAKE AGREEMENT (this “Amendment”) made as of October 11, 2012 (the “Effective Date”) is entered into by and among Morgan Stanley Capital Group Inc. (“MSCG”), Paulsboro Refining Company LLC (“PRC”) and PBF Holding Company LLC (“PBFH”), each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED PRODUCTS OFFTAKE AGREEMENTOfftake Agreement • November 7th, 2012 • PBF Energy Inc. • Petroleum refining
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED PRODUCTS OFFTAKE AGREEMENT (this “Amendment”) made as of October 11, 2012 (the “Effective Date”) is entered into by and among Morgan Stanley Capital Group Inc. (“MSCG”), TransMontaigne Product Services Inc. (“TPSI”), Delaware City Refining Company LLC (“DCRC”) and PBF Holding Company LLC (“PBFH”), each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
SECOND AMENDMENT TO AMENDED AND RESTATED CRUDE OIL ACQUISITION AGREEMENTAcquisition Agreement • November 7th, 2012 • PBF Energy Inc. • Petroleum refining
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CRUDE OIL ACQUISITION AGREEMENT (this “Amendment”) made as of October 11, 2012 (the “Effective Date”) is entered into by and between Morgan Stanley Capital Group Inc. (“MSCG”) and PBF Holding Company LLC (“PBFH”), each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
Agreement on Modifications to the DCR Crude Supply Agreement1PBF Energy Inc. • November 7th, 2012 • Petroleum refining
Statoil Marketing & Trading (US) Inc. (“Statoil”) has exercised its term extension right under Section 3(b) of the Crude Oil / Feedstock Supply / Delivery and Services Agreement dated effective April 7, 2011 (as amended and modified from time to time, the “DCR CSA”) between Statoil and Delaware City Refining Company LLC (“DCR”)2, to extend the term of the DCR CSA through December 31, 2015.3
