PBF Holding Company LLC PBF Finance Corporation REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 14th, 2013 • PBF Finance Corp • 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 Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and UBS Securities LLC (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), $650,000,000 aggregate principal amount of its 8.25% Senior Secured Notes due 2020 (the “Initial Securities”) to be unconditionally guaranteed (the “Guaranties”) by PBF Services Company, LLC, PBF Investments LLC, Delaware City Refining Company LLC, Delaware Pipeline Company LLC, PBF Power Marketing LLC, Paulsboro Natural Gas Pipeline Company LLC, Paulsboro Refining Company LLC and Toledo Refining Company LLC (the “Guarantors” and together with the Issuers, the “Company”). The Initial Securities wi
LIMITED LIABILITY COMPANY AGREEMENT of DELAWARE CITY REFINING COMPANY LLC Dated as of March 25, 2010Limited Liability Company Agreement • January 14th, 2013 • PBF Finance Corp • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT OF Delaware City Refining Company LLC (together with the Exhibits attached hereto, this “Agreement”), dated as of March 25, 2010, is adopted, executed and agreed to by the Original Member (as defined below) upon the sole Member’s execution of this Agreement.
LIMITED LIABILITY COMPANY AGREEMENT OF PBF SERVICES COMPANY LLC A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • January 14th, 2013 • PBF Finance Corp • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT OF EAGLE PBF SERVICES COMPANY LLC (this “Agreement”), effective as of May 28, 2010, is adopted, executed and agreed to by the Sole Member (as defined below).
AMENDMENT NO. 1 AND INCREASE JOINDER AGREEMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTJoinder Agreement • January 14th, 2013 • PBF Finance Corp • New York
This Amendment No. 1 and Increase Joinder Agreement to Second Amended and Restated Revolving Credit Agreement, dated as of December 28, 2012 (this “Amendment”), is entered into by and among PBF Holding Company LLC, a Delaware limited liability company (“Holdings” or “Administrative Borrower”), 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”) and Toledo Refining Company LLC, a Delaware limited liability company (“Toledo” and together with Holdings, Delaware City and Paulsboro, “Borrowers” and each individually, a “Borrower”), each other Loan Party party hereto, each Lender providing an increase to its Revolving Commitment or a new Revolving Commitment, as the case may be (collectively, the “Commitment Increase Lenders”), and UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, “Ad
