PBF Energy Co LLC Sample Contracts

PBF Holding Company LLC PBF Finance Corporation REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 24th, 2020 • PBF Energy 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 referred to below (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated as of January 16, 2020 (the “Purchase Agreement”), $1,000,000,000 aggregate principal amount of their 6.00% Senior Notes due 2028 (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, PBF International Inc., Chalmette Refining, L.L.C., PBF Energy Western Region LLC, Torrance Refining Company LLC and Torrance Logistics Company LLC (collectively, the “Guarantors” and together with the I

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Employment Agreement between PBF Investments LLC and Trecia Canty
Employment Agreement • February 16th, 2023 • PBF Energy Co LLC • Petroleum refining • New York

This EMPLOYMENT AGREEMENT (this “Agreement”) dated as of September 29, 2015 is by and between PBF Investments LLC, a Delaware limited liability company (the “Company”), and Trecia Canty (“Executive”).

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AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of July 30, 2018 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...
Revolving Credit Agreement • August 2nd, 2018 • PBF Energy Co LLC • Petroleum refining • New York

This Agreement amends and restates in its entirety that certain Credit Agreement, dated as of May 14, 2014, among the Borrower, the Administrative Agent, and the lenders and other parties thereto (such agreement, as existing immediately prior to giving effect to this amendment and restatement, the “Existing Credit Agreement”).

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INDENTURE Dated as of May 13, 2020 Among PBF HOLDING COMPANY LLC, PBF FINANCE CORPORATION, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Paying Agent, Registrar, Transfer Agent, Authenticating...
Indenture • May 13th, 2020 • PBF Energy Co LLC • Petroleum refining • New York

INDENTURE, dated as of May 13, 2020, 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”), 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”).

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SECOND AMENDED AND RESTATED INVENTORY INTERMEDIATION AGREEMENT
Inventory Intermediation Agreement • September 4th, 2019 • PBF Energy Co LLC • Petroleum refining • New York

This Second Amended and Restated Inventory Intermediation Agreement entered into on August 29, 2019, and effective as provided in Section 2 below, is between (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”), 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”).

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SECOND AMENDED AND RESTATED INVENTORY INTERMEDIATION AGREEMENT
Inventory Intermediation Agreement • September 4th, 2019 • PBF Energy Co LLC • Petroleum refining • New York

This Second Amended and Restated Inventory Intermediation Agreement entered into on August 29, 2019, and effective as provided in Section 2 below, is between (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”), 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”).

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EQUITY RESTRUCTURING AGREEMENT
Equity Restructuring Agreement • February 14th, 2019 • PBF Energy Co LLC • Petroleum refining • Delaware

This EQUITY RESTRUCTURING AGREEMENT (as amended or supplemented from time to time, this “Agreement”), dated February 13, 2019, is entered into by and among PBF Energy Company LLC, a Delaware limited liability company (“PBF LLC”), PBF Logistics GP LLC, a Delaware limited liability company (the “General Partner”), and PBF Logistics LP, a Delaware limited partnership (the “Partnership”). PBF LLC, the General Partner and the Partnership are each a “Party” and collectively the “Parties.” Capitalized terms used but not otherwise defined herein have the meaning set forth in the Existing Partnership Agreement (as defined below).

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • May 15th, 2020 • PBF Energy Co LLC • Petroleum refining • New York

First Supplemental Indenture (this “Supplemental Indenture”), dated as of February 3, 2020, among Martinez Refining Company LLC, a Delaware limited liability company (“Martinez Refining”) and subsidiary of PBF Holding Company LLC, a Delaware limited liability company (the “Company”), Martinez Terminal Company LLC, a Delaware limited liability company and subsidiary of the Company (“Martinez Terminal” and, together with Martinez Refining, the “Guaranteeing Subsidiaries” and, each individually, a “Guaranteeing Subsidiary”), the Company and PBF Finance Corporation, a Delaware corporation (“Finance Co.” and, together with the Company, the “Issuers”), 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”) and authenticating agent (the “Authenticating Agent” and, together with the Paying Agent, the Transfer Agent and the Registrar, th

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AMENDMENT TO THE INVENTORY INTERMEDIATION AGREEMENT
The Inventory Intermediation Agreement • February 18th, 2021 • PBF Energy Co LLC • Petroleum refining

THIS AMENDMENT to THE INVENTORY INTERMEDIATION AGREEMENT (this “Amendment”), dated as of November 19, 2020, 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”).

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TRANSITION SERVICES AGREEMENT dated as of April 17, 2020 by and among PBF HOLDING COMPANY LLC, TORRANCE REFINING COMPANY LLC, MARTINEZ REFINING COMPANY LLC, and DELAWARE CITY REFINING COMPANY LLC, as Providers and AIR PRODUCTS AND CHEMICALS, INC. and...
Transition Services Agreement • April 22nd, 2020 • PBF Energy Co LLC • Petroleum refining • Delaware

This TRANSITION SERVICES AGREEMENT (this “Agreement”), is made and entered into as of the 17th day of April, 2020 (the “Effective Date”), by and among PBF Holding Company LLC, a limited liability company organized and existing under the laws of Delaware (“PBF”), and Torrance Refining Company LLC, Martinez Refining Company LLC, and Delaware City Refining Company LLC, each a limited liability company organized and existing under the laws of Delaware (collectively with PBF, the “Providers” and each individually a “Provider”) and Air Products and Chemicals, Inc., a corporation organized and existing under the laws of Delaware and Air Products West Coast Hydrogen LLC, a Delaware limited liability company (each a “Recipient” and collectively, “AP”). Each of PBF and AP is referred to herein as a “Party,” and together as the “Parties.”

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ASSET PURCHASE AGREEMENT by and among PBF HOLDING COMPANY LLC, TORRANCE REFINING COMPANY LLC, MARTINEZ REFINING COMPANY LLC, DELAWARE CITY REFINING COMPANY LLC and AIR PRODUCTS AND CHEMICALS INC. Dated as of April 17, 2020
Asset Purchase Agreement • April 22nd, 2020 • PBF Energy Co LLC • Petroleum refining • Delaware

This ASSET PURCHASE AGREEMENT, dated as of April 17, 2020, is by and among PBF Holding Company LLC, a Delaware limited liability company (“Seller”), Delaware City Refining Company LLC, a Delaware limited liability company (“Delaware City Refining”), Martinez Refining Company LLC, a Delaware limited liability company (“Martinez Refining”), Torrance Refining Company LLC, a Delaware limited liability company (“Torrance Refining”) (each of Delaware City Refining, Martinez Refining and Torrance Refining is referred to herein as a “Selling Subsidiary” and, together as the “Selling Subsidiaries”), and Air Products and Chemicals Inc., a Delaware corporation (“Purchaser”).

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FIRST AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT
Secured Revolving Credit Agreement • May 15th, 2020 • PBF Energy Co LLC • Petroleum refining

This FIRST AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of February 18, 2020 (this “Amendment”), is entered into by and among Bank of America, N.A., individually as a Lender, as administrative agent (in such capacity, “Administrative Agent”) for itself and any other financial institution which is a party hereto as a lender (each such financial institution is referred to hereinafter individually as a “Lender” and collectively as the “Lenders”), and as collateral agent (in such capacity, “Collateral Agent”) for the Lenders, the Lenders, 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

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SECOND AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT
Senior Secured Revolving Credit Agreement • May 7th, 2020 • PBF Energy Co LLC • Petroleum refining

This SECOND AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of May 7, 2020 (this “Amendment”), is entered into by and among Bank of America, N.A., individually as a Lender, as administrative agent (in such capacity, “Administrative Agent”) for itself and any other financial institution which is a party hereto as a lender (each such financial institution is referred to hereinafter individually as a “Lender” and collectively as the “Lenders”), and as collateral agent (in such capacity, “Collateral Agent”) for the Lenders, the Lenders, 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”), Torrance Refining Company LLC, a D

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Consent to Temporary Reduction of Biweekly Installments of Base Salary
PBF Energy Co LLC • May 15th, 2020 • Petroleum refining

Reference is hereby made to that certain Employment Agreement between the undersigned (“Executive”) and PBF Investments LLC (“Company”) dated as of September4, 2014 (the “Employment Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement.

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Consent to Temporary Reduction of Biweekly Installments of Base Salary
PBF Energy Co LLC • May 15th, 2020 • Petroleum refining

Reference is hereby made to that certain Employment Agreement between the undersigned (“Executive”) and PBF Investments LLC (“Company”) dated as of April 1, 2014 (the “Employment Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement.

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JOINDER AGREEMENT February 1, 2020
Joinder Agreement • May 15th, 2020 • PBF Energy Co LLC • Petroleum refining • New York

Reference is made to the Senior Secured Revolving Credit Agreement dated as of May 2, 2018 (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, 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” and together with Holdings, Delaware City, Paulsboro, Toledo and Chalmette, “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 Le

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CONTRIBUTION AGREEMENT by and between PBF ENERGY COMPANY LLC and PBF LOGISTICS LP, dated as of April 24, 2019
Contribution Agreement • April 26th, 2019 • PBF Energy Co LLC • Petroleum refining • Delaware

This CONTRIBUTION AGREEMENT, dated as of April 24, 2019 (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”). PBF Energy and the Partnership are each a “Party” and together, the “Parties”.

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FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • December 22nd, 2020 • PBF Energy Co LLC • Petroleum refining • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 21, 2020, 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, Wilmington Trust, National Association, as trustee (the “Trustee”), 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”).

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Consent to Temporary Reduction of Biweekly Installments of Base Salary
PBF Energy Co LLC • May 15th, 2020 • Petroleum refining

Reference is hereby made to that certain Amended and Restated Employment Agreement between the undersigned (“Executive”) and PBF Investments LLC (“Company”) dated as of December 17, 2012 (the “Employment Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement.

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AMENDMENT TO THE SECOND AMENDED AND RESTATED INVENTORY INTERMEDIATION AGREEMENT
Inventory Intermediation Agreement • July 29th, 2021 • PBF Energy Co LLC • Petroleum refining

THIS AMENDMENT to THE SECOND AMENDED AND RESTATED INVENTORY INTERMEDIATION AGREEMENT (this “Amendment”), dated as of June 17, 2021, 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”).

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AMENDMENT to THE INVENTORY INTERMEDIATION AGREEMENT
The Inventory Intermediation Agreement • May 1st, 2019 • PBF Energy Co LLC • Petroleum refining

THIS AMENDMENT to THE INVENTORY INTERMEDIATION AGREEMENT (this “Amendment”), dated as of March 29, 2019, 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”).

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Consent to Temporary Reduction of Biweekly Installments of Base Salary
PBF Energy Co LLC • May 15th, 2020 • Petroleum refining

Reference is hereby made to that certain Employment Agreement between the undersigned (“Executive”) and PBF Investments LLC (“Company”) dated as of April 1, 2014 (the “Employment Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement.

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Consent to Temporary Reduction of Biweekly Installments of Base Salary
PBF Energy Co LLC • May 15th, 2020 • Petroleum refining

Reference is hereby made to that certain Second Amended and Restated Employment Agreement between the undersigned (“Executive”) and PBF Investments LLC (“Company”) dated as of December 17, 2012 (the “Employment Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement.

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JOINDER AGREEMENT
Joinder Agreement • May 15th, 2020 • PBF Energy Co LLC • Petroleum refining • New York

This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, Martinez Refining Company LLC, a Delaware limited liability company and Martinez Terminal Company LLC, a Delaware limited liability company (each, a “New Pledgor” and collectively, the “New Pledgors”), pursuant to Section 3.3 of the Security Agreement. Each New Pledgor hereby agrees to be bound as a Guarantor and 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 Agre

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AMENDMENT TO THE INVENTORY INTERMEDIATION AGREEMENT
Inventory Intermediation Agreement • May 1st, 2019 • PBF Energy Co LLC • Petroleum refining

THIS AMENDMENT to THE INVENTORY INTERMEDIATION AGREEMENT (this “Amendment”), dated as of March 29, 2019, 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”).

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SALE AND PURCHASE AGREEMENT
Sale and Purchase Agreement • June 11th, 2019 • PBF Energy Co LLC • Petroleum refining • New York

This SALE AND PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 11, 2019 (the “Execution Date”), by and between EQUILON ENTERPRISES LLC d/b/a Shell Oil Products US, a Delaware limited liability company (“Seller”), and PBF HOLDING COMPANY LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are referred to individually as a “Party,” and collectively, as the “Parties.”

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AMENDMENT NO. 1 TO SALE AND PURCHASE AGREEMENT
Sale and Purchase Agreement • February 6th, 2020 • PBF Energy Co LLC • Petroleum refining

This Amendment No. 1 to Sale and Purchase Agreement (this “Amendment Agreement”), is entered into as of the 1st day of February, 2020, by and between EQUILON ENTERPRISES LLC d/b/a Shell Oil Products US, a Delaware limited liability company (“Seller”) and PBF HOLDING COMPANY LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are referred to individually as a “Party,” and collectively, as the “Parties”.

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GUARANTEE
Guarantee • April 22nd, 2020 • PBF Energy Co LLC • Petroleum refining • Delaware

Guarantee, dated as of April 17, 2020 (this “Guarantee”), by PBF Energy Inc., a Delaware corporation, and PBF Energy Company LLC, a Delaware limited liability company (each a “Guarantor” and collectively, the “Guarantors”), in favor of Air Products and Chemicals Inc., a Delaware corporation (the “Company”). Reference is hereby made to that certain Asset Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), among the Company, PBF Holding Company LLC, a Delaware limited liability company (“Seller”), Delaware City Refining Company LLC, a Delaware limited liability company (“Delaware City Refining”), Martinez Refining Company LLC, a Delaware limited liability company (“Martinez Refining”) and Torrance Refining Company LLC, a Delaware limited liability company (“Torrance Refining”, and together with Delaware City Refining and Martinez Refining, the “Selling Subsidiaries” and each a “Selling Subsidiary”). Capitalized terms used herein but not otherwise defined shall hav

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