0001193125-11-309609 Sample Contracts

CRUDE OIL ACQUISITION AGREEMENT between MORGAN STANLEY CAPITAL GROUP INC. and TOLEDO REFINING COMPANY LLC Dated as of May 31, 2011
Oil Acquisition Agreement • November 14th, 2011 • PBF Energy Inc. • 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”).

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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, 2010
Asset Sale and Purchase Agreement • November 14th, 2011 • PBF Energy Inc. • 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, 2010
Term Supply Agreement • November 14th, 2011 • PBF Energy Inc. • 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”).

PRODUCTS OFFTAKE AGREEMENT between MORGAN STANLEY CAPITAL GROUP INC. and DELAWARE CITY REFINING COMPANY LLC Dated as of April 7, 2011
Products Offtake Agreement • November 14th, 2011 • PBF Energy Inc. • 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, 2010
Asset Purchase Agreement • November 14th, 2011 • PBF Energy Inc. • 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”.

CRUDE OIL/FEEDSTOCK SUPPLY/DELIVERY AND SERVICES AGREEMENT between STATOIL MARKETING & TRADING (US) INC. and PBF HOLDING COMPANY LLC
Intercreditor Agreement • November 14th, 2011 • PBF Energy Inc. • New York
OFFTAKE AGREEMENT
Offtake Agreement • November 14th, 2011 • PBF Energy Inc. • 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”).

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