500,000,000 PBF Holding Company LLC PBF Finance Corporation 7.00% Senior Secured Notes due 2023 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2015 • PBF Energy Inc. • 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 November 17, 2015 (the “Purchase Agreement”), $500,000,000 aggregate principal amount of their 7.00% Senior Secured Notes due 2023 (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 Natural Gas Pipeline Company LLC, Paulsboro Refining Company LLC, Toledo Refining Company LLC and Chalmette Refining, L.L.C. (collectively, the “Guarantors” and together with the Issuers, the “Company”). The Initial Securities will be issued pursuant to an Indentur
Employment Agreement between PBF Investments LLC and Thomas O'ConnorEmployment Agreement • February 29th, 2016 • PBF Energy Inc. • Petroleum refining • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) dated as of September 4, 2014 is by and between PBF Investments LLC, a Delaware limited liability company (the “Company”), and Thomas O’Connor (“Executive”).
REVOLVING CREDIT AGREEMENT Dated as of May 14, 2014 among PBF LOGISTICS LP, as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and an L/C Issuer, and The Lenders Party Hereto WELLS FARGO SECURITIES, LLC,...Revolving Credit Agreement • May 14th, 2014 • PBF Energy Inc. • Petroleum refining • New York
This REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of May 14, 2014, among PBF Logistics LP, a Delaware limited partnership (the “Borrower”), each lender and L/C Issuer from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and L/C Issuer.
7.00% SENIOR SECURED NOTES DUE 2023Indenture • November 30th, 2015 • PBF Energy Inc. • Petroleum refining • New York
INDENTURE, dated as of November 24, 2015, 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”), authenticating agent (the “Authenticating Agent”) and collateral agent (the “Notes Collateral Agent”).
PBF ENERGY INC. AMENDED AND RESTATED 2017 EQUITY INCENTIVE PLAN PERFORMANCE UNIT AWARD AGREEMENT 2022- 2024 PERFORMANCE PERIODPerformance Unit Award Agreement • November 24th, 2021 • PBF Energy Inc. • Petroleum refining • Delaware
As evidenced by this Award Agreement under the PBF Energy Inc. Amended and Restated 2017 Equity Incentive Plan (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 2022- 2024 PERFORMANCE PERIODPerformance Share Unit Award Agreement • November 24th, 2021 • PBF Energy Inc. • Petroleum refining • Delaware
As evidenced by this Award Agreement under the PBF Energy Inc. Amended and Restated 2017 Equity Incentive Plan (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.
PBF ENERGY INC. RESTRICTED STOCK AGREEMENT FOR EMPLOYEERestricted Stock Agreement • October 31st, 2017 • 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”).
6,000,000 Shares PBF Energy Inc. CLASS A COMMON STOCK $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 13th, 2018 • PBF Energy Inc. • Petroleum refining • New York
AMENDED AND RESTATED INVENTORY INTERMEDIATION AGREEMENTInventory Intermediation Agreement • August 6th, 2015 • PBF Energy Inc. • Petroleum refining • New York
This Amended and Restated Inventory Intermediation Agreement entered into on May 29, 2015, and effective as provided in Section 2 below, is 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”).
AMENDED AND RESTATED INVENTORY INTERMEDIATION AGREEMENTInventory Intermediation Agreement • August 6th, 2015 • PBF Energy Inc. • Petroleum refining • New York
This Amended and Restated Inventory Intermediation Agreement entered into on May 29, 2015, and effective as provided in Section 2 below, is 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”).
PBF ENERGY INC. AMENDED AND RESTATED 2017 EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • November 13th, 2020 • 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”).
PBF ENERGY INC. AMENDED AND RESTATED 2017 EQUITY INCENTIVE PLAN FORM OF NON- QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • November 2nd, 2018 • 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”).
CRUDE OIL ACQUISITION AGREEMENT between MORGAN STANLEY CAPITAL GROUP INC. and TOLEDO REFINING COMPANY LLC Dated as of May 31, 2011Crude Oil Acquisition Agreement • May 14th, 2012 • PBF Energy Inc. • Petroleum refining • New York
This Crude Oil Acquisition Agreement is made as of May 31, 2011 (the “Effective Date”) between Morgan Stanley Capital Group Inc., a Delaware corporation whose principal place of business is located at 2000 Westchester Avenue, Floor 01, Purchase, New York 10577-2530 (“MSCG”) and Toledo Refining Company LLC, a Delaware limited liability company who has a place of business located at One Sylvan Way, 2nd Floor, Parsippany, NJ 07054-3887 (“TRC”) (each of MSCG and TRC referred to individually as a “Party” or collectively as the “Parties”).
TERM LOAN AND SECURITY AGREEMENT Dated as of May 14, 2014 among PBF LOGISTICS LP, as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and The Lenders Party Hereto WELLS FARGO SECURITIES, LLC, CITIGROUP GLOBAL MARKETS INC....Term Loan and Security Agreement • May 14th, 2014 • PBF Energy Inc. • Petroleum refining • New York
This TERM LOAN AND SECURITY AGREEMENT is entered into as of May 14, 2014 between PBF LOGISTICS LP, a Delaware limited partnership (the “Borrower”), WELLS FARGO, NATIONAL ASSOCIATION (in such capacity, the “Administrative Agent”), WELLS FARGO SECURITIES, LLC, as joint lead arranger and joint bookrunner (the “Lead Arranger”) and CITIGROUP GLOBAL MARKETS INC., and DEUTSCHE BANK SECURITIES INC. as additional joint lead arrangers and joint bookrunners (in such capacities, together with the Lead Arranger, the “Joint Lead Arrangers”)) and the financial institutions and other entities signatories hereto as Lenders (each a “Lender” and collectively the “Lenders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 18th, 2012 • PBF Energy Inc. • Petroleum refining • Delaware
This Indemnification Agreement is dated as of December 12, 2012 (this “Agreement”) and is between PBF Energy Inc., a Delaware corporation (the “Company”), and [Name of director/officer] (“Indemnitee”).
CRUDE OIL/FEEDSTOCK SUPPLY/DELIVERY AND SERVICES AGREEMENT between STATOIL MARKETING & TRADING (US) INC. and DELAWARE CITY REFINING COMPANY LLCCrude Oil/Feedstock Supply/Delivery and Services Agreement • May 14th, 2012 • PBF Energy Inc. • Petroleum refining • New York
CRUDE OIL/FEEDSTOCK SUPPLY/DELIVERY AND SERVICES AGREEMENT between STATOIL MARKETING & TRADING (US) INC. and PBF HOLDING COMPANY LLCCrude Oil/Feedstock Supply/Delivery and Services Agreement • May 14th, 2012 • PBF Energy Inc. • Petroleum refining • New York
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.”
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • December 18th, 2012 • PBF Energy Inc. • Petroleum refining • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of December 12, 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).
ASSET SALE AND PURCHASE AGREEMENT by and between Toledo Refining Company LLC, as the Buyer, and SUNOCO, INC. (R&M), as the Seller Dated as of December 2, 2010Asset Sale and Purchase Agreement • February 22nd, 2012 • PBF Energy Inc. • Petroleum refining • New York
THIS ASSET SALE AND PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 2, 2010 by and between TOLEDO REFINING COMPANY LLC, a limited liability company formed and existing under the laws of the State of Delaware (the “Buyer”), and SUNOCO, INC. (R&M), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (the “Seller”). The Seller and the Buyer are referred to individually as a “Party” and collectively as the “Parties.”
PRODUCTS OFFTAKE AGREEMENT between MORGAN STANLEY CAPITAL GROUP INC. and PBF HOLDING COMPANY LLC Dated as of December 14, 2010Products Offtake Agreement • February 22nd, 2012 • PBF Energy Inc. • Petroleum refining • New York
This Products Offtake Agreement is made as of December 14, 2010 (the “Effective Date”) between Morgan Stanley Capital Group Inc., a Delaware corporation whose principal place of business is located at 2000 Westchester Avenue, Floor 01, Purchase, New York 10577-2530 (“MSCG”) and PBF Holding Company LLC, a Delaware limited liability company whose principal place of business is located at One Sylvan Way, 2nd Floor, Parsippany, NJ 07054-3887 (“PBF”) (each of MSCG and PBF referred to individually as a “Party” or collectively as the “Parties”).
AMENDED AND RESTATED GUARANTY OF COLLECTIONGuaranty of Collection • October 6th, 2017 • PBF Energy Inc. • Petroleum refining • New York
THIS AMENDED AND RESTATED GUARANTY OF COLLECTION (this “Agreement”) is made as of October 6, 2017 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, as amended from time to time, the “Senior Notes Indenture”) with respect to the $525 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 pursuant to a registration statement under the Securiti
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among PBF ENERGY INC. and THE PERSONS SET FORTH ON THE SIGNATURE PAGES HERETORegistration Rights Agreement • December 18th, 2012 • PBF Energy Inc. • Petroleum refining • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 12, 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 • December 18th, 2012 • PBF Energy Inc. • Petroleum refining • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of December 12, 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”).
PRODUCTS OFFTAKE AGREEMENT between MORGAN STANLEY CAPITAL GROUP INC. and DELAWARE CITY REFINING COMPANY LLC Dated as of April 7, 2011Products Offtake Agreement • February 22nd, 2012 • PBF Energy Inc. • Petroleum refining • New York
This Products Offtake Agreement is made as of April 7, 2011 (the “Effective Date”) between Morgan Stanley Capital Group Inc., a Delaware corporation whose principal place of business is located at 2000 Westchester Avenue, Floor 01, Purchase, New York 10577-2530 (“MSCG”) and Delaware City Refining Company LLC, a Delaware limited liability company who has a place of business located at One Sylvan Way, 2nd Floor, Parsippany, NJ 07054-3887 (“DCRC”) (each of MSCG and DCRC referred to individually as a “Party” or collectively as the “Parties”).
ASSET PURCHASE AGREEMENT among THE PREMCOR REFINING GROUP INC., THE PREMCOR PIPELINE CO., DELAWARE CITY REFINING COMPANY LLC and DELAWARE PIPELINE COMPANY LLC dated April 7, 2010Asset Purchase Agreement • February 22nd, 2012 • PBF Energy Inc. • Petroleum refining • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 7, 2010 (the “Execution Date”) by and among THE PREMCOR REFINING GROUP INC., a Delaware corporation (“Premcor Refining”). THE PREMCOR PIPELINE CO., a Delaware corporation (“Premcor Pipeline”). DELAWARE CITY REFINING COMPANY LLC, a Delaware limited liability company (“Delaware City Refining”), and DELAWARE PIPELINE COMPANY LLC a Delaware limited liability company (“Delaware Pipeline”). Premcor Refining and Premcor Pipeline are sometimes herein referred to individually as a “Seller” and collectively as the “Sellers”. Delaware City Refining and Delaware Pipeline are sometimes herein referred to individually as a “Buyer” and collectively as the “Buyers”.
AMENDED AND RESTATED TOLEDO TRUCK UNLOADING & TERMINALING AGREEMENTToledo Truck Unloading & Terminaling Agreement • August 7th, 2014 • PBF Energy Inc. • Petroleum refining
This Amended and Restated Toledo Truck Unloading & Terminaling Agreement (this “Agreement”) is made and entered into to be effective as of June 1, 2014, 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”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PBF ENERGY COMPANY LLC Dated and effective as of December 12, 2012Limited Liability Company Agreement • December 18th, 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 December 12, 2012 (the “Effective Date”), is made by and among the Members (as defined herein).
STOCKHOLDERS’ AGREEMENT OF PBF ENERGY INC. Dated as of December 12, 2012Stockholders' Agreement • December 18th, 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 December 12, 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”).
CRUDE OIL/FEEDSTOCK SUPPLY/DELIVERY AND SERVICES AGREEMENT between STATOIL MARKETING & TRADING (US) INC. and PBF HOLDING COMPANY LLCCrude Oil/Feedstock Supply/Delivery and Services Agreement • November 14th, 2011 • PBF Energy Inc. • New York
GUARANTY OF COLLECTIONGuaranty of Collection • May 14th, 2014 • PBF Energy Inc. • Petroleum refining • New York
THIS GUARANTY OF COLLECTION (this “Agreement”) is made as of May 14, 2014 by PBF Energy Company LLC, a Delaware limited liability company (the “Parent Guarantor”), to and in favor of (i) Wells Fargo Bank, National Association, as administrative agent (the “Term Loan Agent”) under that certain Term Loan and Security Agreement dated even herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), between PBF Logistics LP, a Delaware limited partnership (the “Borrower”) and the lenders party thereto from time to time (the “Term Loan Lenders”), and (ii) Wells Fargo Bank, National Association, as administrative agent (the “Revolving Agent”), swingline lender and L/C issuer under that certain Revolving Credit Agreement dated even herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”, and together with the Term Loan Agreement, collectively, the “Loan Agreements”) among the Bo
RESTRICTED STOCK AGREEMENT FOR NON-EMPLOYEE DIRECTORSRestricted Stock Agreement • August 3rd, 2017 • 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”).
AMENDED AND RESTATED GUARANTY OF COLLECTIONGuaranty of Collection • August 6th, 2015 • PBF Energy Inc. • Petroleum refining • New York
THIS AMENDED AND RESTATED GUARANTY OF COLLECTION (this “Agreement”) is made as of September 30, 2014 by PBF Energy Company LLC, a Delaware limited liability company (the “Parent Guarantor”), to and in favor of (i) Wells Fargo Bank, National Association, as administrative agent (the “Term Loan Agent”) under that certain Term Loan and Security Agreement dated May 14, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), between PBF Logistics LP, a Delaware limited partnership (the “Borrower”) and the lenders party thereto from time to time (the “Term Loan Lenders”), and (ii) Wells Fargo Bank, National Association, as administrative agent (the “Revolving Agent”), swingline lender and L/C issuer under that certain Revolving Credit Agreement dated May 14, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”, and together with the Term Loan Agreement, collectively, the “Loan
Joint Filing StatementJoint Filing Statement • March 1st, 2019 • PBF Energy Inc. • Petroleum refining
We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
OFFTAKE AGREEMENTOfftake Agreement • February 22nd, 2012 • PBF Energy Inc. • Petroleum refining • New York
THIS OFFTAKE AGREEMENT (this “Agreement”) is made and entered into as of March 1, 2011 (the “Effective Date”), by and among SUNOCO, INC. (R&M), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (“Sunoco”), and TOLEDO REFINING COMPANY LLC, a limited liability company organized and existing under the laws of the State of Delaware (“PBF”).
