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.”
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, 2020Asset 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”).
GUARANTEEGuarantee • 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
