EX-10.2 3 d240163dex102.htm EX-10.2 Execution Version AMENDMENT to THE INVENTORY INTERMEDIATION AGREEMENT
Exhibit 10.2
Execution Version
AMENDMENT to THE INVENTORY INTERMEDIATION AGREEMENT
THIS AMENDMENT to THE INVENTORY INTERMEDIATION AGREEMENT (this “Amendment”), dated as of September 8, 2017, is made by and between (i) X. Xxxx & Company LLC, a New York limited liability company (“Xxxx”) located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, 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 Xxx Xxxxxx Xxx, 0xx Xxxxx, Xxxxxxxxxx, XX 00000-0000 (each of Xxxx and DCR are referred to individually as a “Party” or collectively as the “Parties”).
Xxxx and DCR are parties to that certain Amended and Restated Inventory Intermediation Agreement dated as of May 29, 2015 (as from time to time amended prior to the date hereof, the “Agreement”) relating to the purchase by Xxxx from DCR (and thereafter the sale by Xxxx to DCR) of the refined products specified on Schedules A and B to the Agreement upon the terms and conditions set forth therein; and
Xxxx and DCR wish to amend the Agreement as hereinafter provided;
Accordingly, the Parties hereby agree as follows:
Article I. Definitions; Interpretation
Section 1.01 Terms Defined in the Agreement.
Article II. Amendments to the Agreement
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event such termination will be effective on such day), terminate this Agreement, in which case this Agreement shall terminate in its entirety and the Early Termination Fee will be due and payable by DCR to the extent applicable as set forth in Section 3.8.8 as part of the Step-out Payment Amount; provided that if the Related Agreement remains outstanding at the time such notice is given, such termination notice shall not be effective unless (i) PRCLLC (with PBFH) has concurrently elected to exercise its right to terminate the Related Agreement pursuant to Section 2.4 thereof (in which case, the Specified Early Termination Fee or Early Termination Fee (as applicable) as provided for thereunder would become due to the extent applicable) or (ii) Xxxx has agreed to the continuation of the Related Agreement following such early termination of this Agreement (in which case, no “Specified Early Termination Fee” or “Early Termination Fee” will be due under this Agreement or pursuant to Section 2.3 or 2.4 of the Related Agreement at such time). |
Section 3.01 Agreement Otherwise Not Affected; Other Transaction Documents.
(a) Except for the amendments pursuant hereto, the Agreement remains unchanged. As amended pursuant hereto, the Agreement remains in full force and effect and is hereby ratified and confirmed in all respects. The execution and delivery of, or acceptance of, this Amendment and any other documents and instruments in connection herewith by a Party shall not be deemed to create a course of dealing or otherwise create any express or implied duty by it to provide any other or further amendments, consents or waivers in the future.
(b) DCR confirms that the other Transaction Documents continue to be in full force and effect, subject in the case of the Fee Letter to its amendment and restatement as contemplated by Section 3.04(b) below.
Section 3.04 Effectiveness; Binding Effect.
(a) In connection with the execution, and as a condition to the effectiveness, of this Amendment, Xxxx and PBFH are entering into an amended and restated Fee Letter dated as of the date hereof, which shall constitute the “Fee Letter” under the Agreement.
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(b) This Amendment shall be binding upon, inure to the benefit of and be enforceable by DCR, Xxxx and their respective successors and assigns as of the date on which it has been executed by each of the Parties hereto.
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X. XXXX & COMPANY LLC |
By: | /s/ Xxxxx Xxxxxxx | |
Name: | ||
Title: |
DELAWARE CITY REFINING COMPANY LLC |
By: | /s/ Xxxxxx X’Xxxxxx | |
Name: | Xxxxxx X’Xxxxxx | |
Title: | Senior Vice President, Commercial |
PBF HOLDING COMPANY LLC |
By: | /s/ Xxxxxx X’Xxxxxx | |
Name: | Xxxxxx X’Xxxxxx | |
Title: | Senior Vice President, Commercial |