THIRD SUPPLEMENTAL INDENTURESupplemental Indenture • November 4th, 2016 • PBF Energy Inc. • Petroleum refining • New York
Third Supplemental Indenture (this “Supplemental Indenture”), dated as of July 29, 2016, among PBF Holding Company LLC, a Delaware limited liability company (the “Company”), PBF Energy Western Region LLC, a Delaware limited liability company (“PBF Energy Western Region”) and subsidiary of the Company, Torrance Refining Company LLC, a Delaware limited liability company and subsidiary of the Company (“Torrance Refining”), Torrance Logistics Company LLC, a Delaware limited liability company and subsidiary of the Company (“Torrance Logistics” and, together with PBF Energy Western Region and Torrance Refining, the “Guaranteeing Subsidiaries” and, each individually, a “Guaranteeing Subsidiary”), PBF Finance Corporation, a Delaware Corporation, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, as paying agent (the “Paying Agent”), transfer agent (the “Transfer Agent”), registrar (the “Registrar”), authenticating agent (the “Authentica
PBF ENERGY INC. RESTRICTED STOCK AGREEMENT FOR EMPLOYEES2012 Equity Incentive Plan • November 4th, 2016 • PBF Energy Inc. • 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”).
JOINDER AGREEMENT July 1, 2016Joinder Agreement • November 4th, 2016 • PBF Energy Inc. • Petroleum refining • New York
Reference is made to the Third Amended and Restated Revolving Credit Agreement dated as of August 15, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) 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 (f/k/a Valero Refining Company - New Jersey, a Delaware corporation), 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 together with Holdings, Delaware City, Paulsboro and Toledo, “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 it in Article I of the Credit Agreement), the Lenders, UBS S
JOINDER AGREEMENTJoinder Agreement • November 4th, 2016 • PBF Energy Inc. • Petroleum refining • New York
This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, PBF Energy Western Region LLC, a Delaware limited liability company, and Torrance Logistics Company LLC, a Delaware limited liability company (each a “New Pledgor”), pursuant to Section 3.5 of the Security Agreement. Each New Pledgor hereby agrees to be bound as a Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. Each New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in Articles V, VI and VII of the Credit Agreement to the same extent that it would have been bound if it had been a signatory to the Credit Agreement on the execution date of the Credit Agreement. Without limiting the generality of the foregoing
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • November 4th, 2016 • PBF Energy Inc. • Petroleum refining • New York
SECOND AMENDMENT (this “Amendment”), dated as of July 15, 2016 (the “Second Amendment Closing Date”), among PBF Rail Logistics Company LLC (“PBF Rail” or the “Borrower”), Crédit 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, in its capacity as Collateral Agent for the Protected Parties referred to therein (in such capacity and, together with its successors and assigns, the “Collateral Agent”), CA-CIB, as Lead Arranger (in such capacity, the “Lead Arranger”), DVB Bank SE, as Syndication Agent, ING Bank, a Branch of ING-DiBa AG, as Documentation Agent, and the Continuing Lenders (as defined below) executing this Amendment on the signature pages hereto to the Loan Agreement, dated as of March 26, 2014 (as heretofore amended, restated or otherwise modified from time to time, the “Loan Agreement”), bet
JOINDER AGREEMENTJoinder Agreement • November 4th, 2016 • PBF Energy Inc. • Petroleum refining • New York
This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, Torrance Refining Company LLC, a Delaware limited liability company (the “New Pledgor”), pursuant to Section 3.5 of the Security Agreement. Each New Pledgor hereby agrees to be bound as a Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. Each New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in Articles V, VI and VII of the Credit Agreement to the same extent that it would have been bound if it had been a signatory to the Credit Agreement on the execution date of the Credit Agreement. Without limiting the generality of the foregoing, each New Pledgor hereby grants and pledges to the Agent, as collateral secu
JOINDER AGREEMENT July 1, 2016Joinder Agreement • November 4th, 2016 • PBF Energy Inc. • Petroleum refining • New York
Reference is made to the Third Amended and Restated Revolving Credit Agreement dated as of August 15, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) 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 (f/k/a Valero Refining Company - New Jersey, a Delaware corporation), 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 together with Holdings, Delaware City, Paulsboro and Toledo, “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 it in Article I of the Credit Agreement), the Lenders, UBS S
